Viviane Monges
About Viviane Monges
Independent non-executive director of ADC Therapeutics since June 2021; age 61; seasoned global CFO with deep governance and audit expertise. Prior roles include Vice President, Finance & Control at Nestlé (2015–2017), Group CFO at Galderma, Global CFO of Novartis OTC, and CFO of Wyeth’s Global Pharma unit; MBA and BA from École Supérieure de Commerce de Paris (ESCP). Currently serves on boards of Novo Holdings, Pharvaris, and bioMérieux SA; designated audit committee financial expert and chairs ADCT’s Audit Committee (audit chair role slated to transition to Timothy Coughlin upon election at the 2025 AGM).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nestlé S.A. | Vice President, Finance & Control | 2015–2017 | Senior financial leadership in global consumer/health portfolio |
| Galderma S.A. | Group Chief Financial Officer | Not disclosed | Pharmaceutical dermatology CFO experience |
| Novartis (OTC Division) | Global Chief Financial Officer | Not disclosed | Global OTC finance leadership |
| Wyeth Pharmaceuticals (Global Pharma BU) | Chief Financial Officer | Not disclosed | Big Pharma business unit CFO |
External Roles
| Organization | Role | Start | Committee Roles |
|---|---|---|---|
| Novo Holdings | Director | Not disclosed | Not disclosed |
| Pharvaris | Director | Not disclosed | Not disclosed |
| bioMérieux SA | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: Determined independent under NYSE standards.
- Committees: Audit (Chair; committee members: Robert Azelby, Tyrell J. Rivers; proposed chair transition to Timothy Coughlin post-AGM), Nomination & Corporate Governance (member), audit committee financial expert designation.
- Attendance: 2024 meeting counts—Board 7, Audit 4, Compensation 5, Nominating 6, Science & Tech 5; each director attended ≥75% of board/committee meetings; all directors attended the 2024 AGM.
- Insider policies: Hedging prohibited; pledging prohibited without board authorization.
- Audit Committee report: Signed by Monges as Chair (engagement signal).
Fixed Compensation
| Year | Cash Fees (USD) | Stock Awards FV (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|
| 2024 | $80,000 | $126,400 | $26,658 (incl. social security; pension benefit $13,279) | $233,058 |
- Retainer schedule effective post-AGM June 2024: Board member $45,000; Audit chair $30,000; Nominating member $5,000 (components align to $80,000 cash for Monges).
- 2024 director equity grant: 40,000 RSUs granted June 13, 2024, one-year vest.
Performance Compensation
- Director equity is time-based RSUs; no performance-based metrics disclosed for directors; no meeting fees disclosed.
Other Directorships & Interlocks
| Company | Relationship to ADCT | Potential Interlock/Conflict Notes |
|---|---|---|
| Novo Holdings | Investment company board | No ADCT-related transactions disclosed; monitor for investment overlaps. |
| Pharvaris | Biotech board | No related-party transactions disclosed; different therapeutic focus. |
| bioMérieux SA | Diagnostics board | No disclosed supplier/customer transactions with ADCT. |
Expertise & Qualifications
- Financial/audit expertise: Designated “audit committee financial expert,” with multi-company CFO background across pharma and consumer health.
- Education: BA and MBA (Finance/Public Administration), ESCP.
- Industry breadth: Novartis, Wyeth, Galderma, Nestlé—global operations, controls, and strategic finance.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Apr 1, 2025) | 97,564 shares | <1% of outstanding; outstanding shares: 99,178,286 |
| Ownership % of SO | ~0.098% | Computed from 97,564 / 99,178,286; both values per |
| Unvested RSUs (12/31/2024) | 40,000 | Granted June 13, 2024; 1-year vest |
| Unvested Options (12/31/2024) | 1,492 | Held; details not fully specified in proxy |
| Hedging/Pledging | Prohibited; pledging requires board approval | Alignment-enhancing policy |
| Stock Ownership Guidelines | Not disclosed | No numeric director guideline disclosed in proxy |
Insider Trades (recent)
| Date | Type | Shares | Price | Value | Shares Owned After | Source |
|---|---|---|---|---|---|---|
| 2024-06-17 | Sale | 1,437 | $2.89 | $4,153 | 106,627 | |
| 2025-06-03 | Equity Award (RSUs) | 40,000 | $0.00 | n/a | 146,627 | |
| 2025-06-13 | Tax Withholding | 2,584 | $3.58 | n/a | 144,043 |
Note: Insider transactions appear consistent with routine equity grants and tax withholding on vest; no anomalous patterns disclosed.
Governance Assessment
- Strengths: Independent director; audit chair and financial expert; strong attendance; robust insider policies (hedging/pledging prohibitions); director compensation mix with meaningful equity (alignment); equity awards subject to clawback under company policy (applies to 2019 Plan awards held by directors).
- Watch items: Audit chair transition planned (to Timothy Coughlin if elected) may alter oversight continuity—monitor handover and committee composition.
- Conflicts/related party: No related-party transactions disclosed involving Monges; Redmile agreement noted at company level, not director-specific.
- Shareholder sentiment: Executive say‑on‑pay passed with ~93% support in 2024, indicating broad investor confidence in compensation governance framework (contextual positive signal for board oversight).
Board Governance (detail)
| Committee | Role | Notes |
|---|---|---|
| Audit | Chair | Financial expert; responsibilities include auditor oversight, ICFR, disclosure controls, risk, cybersecurity, earnings materials review. |
| Nomination & Corporate Governance | Member | Board searches, criteria, evaluations, succession, code/CG guidelines oversight. |
| Independence | Independent | NYSE standard affirmed. |
| Attendance | ≥75% | 2024 board/committee participation; all directors attended 2024 AGM. |
Director Compensation Detail (Structure)
| Component | Policy/Practice |
|---|---|
| Cash retainer | Board member; committee chair/member retainers per schedule; no meeting fees disclosed. |
| Equity | Annual RSUs for directors (one-year vest in 2024 grants); additional grants in 2025 per Form 4. |
| Clawback | Equity awards under company plans subject to clawback policy (Dodd-Frank compliant). |
No director-specific performance metrics tied to pay disclosed (director equity is time-vested rather than performance-vested).