Orly Mishan
About Orly Mishan
Independent, non‑executive Chair of ADGM’s Board since December 2024; director since August 2024. Age 52. Managing Director, Perceptive Discovery (Perceptive Advisors) since March 2022 with 30 years of device/biopharma experience across operating and investing roles. BA in economics and political science, Columbia College, Columbia University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerevel Therapeutics | Senior Advisor; Chief Business Officer | Senior Advisor: Apr–Jun 2021; CBO: Jul 2019–Mar 2021 | Business development leadership in neurology |
| Bain Capital Life Sciences | Principal; Founding team | Jan 2017–Jul 2019 | Led Kestra Medical investment (2017); served on Kestra board through Feb 2025 |
| Biogen | Vice President, Corporate Strategy | Dec 2015–Jan 2017 | Corporate strategy leadership |
| Boston Scientific | Director, Healthcare Solutions; prior leadership roles | Jun 2004–Sep 2014 | Commercial and strategic operating roles |
| McKinsey & Company | Business Analyst | Early career | Strategy consulting foundation |
| Pfizer Pharmaceuticals | Early healthcare role | Early career | Transition from consulting to industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Perceptive Advisors (Perceptive Discovery) | Managing Director | Mar 2022–present | Affiliation with ADGM’s largest holder (see interlocks) |
| Kestra Medical Technologies (Nasdaq: KMTS) | Director | 2017–Feb 2025 | Board service linked to BCLS investment |
Board Governance
- Chair structure: Board led by Orly Mishan as independent, non‑executive Chair; Board explicitly favors separation of CEO and Chair to reinforce oversight. Responsibilities include agenda setting, facilitating director–management communications, and ensuring effective Board functioning.
- Independence: Board affirmatively determined Mishan is “independent” under Nasdaq standards; also independent for Compensation Committee service.
- Committees and roles:
- Compensation Committee: Member; chair is Timothy Moran.
- Nominating & Corporate Governance Committee: Member; chair is Keyvan Mirsaeedi‑Farahani.
- Attendance and engagement: Board met five times in the last fiscal year; each director attended at least 75% of applicable Board/committee meetings. Executive sessions (independent directors only) held regularly.
| Committee | Role | Chair? |
|---|---|---|
| Compensation | Member | No; Moran chairs |
| Nominating & Corporate Governance | Member | No; Mirsaeedi‑Farahani chairs |
Fixed Compensation
| Metric | 2024 Actual | Program Terms (Cash) |
|---|---|---|
| Fees Earned (Cash) | $13,000 (prorated for 7/31–12/31/2024, paid in 2025) | Annual base retainer $40,000; committee chair retainers: Audit $20,000, Compensation $13,000, Nominating $10,000; non‑chair member retainers: Audit $10,000, Compensation $7,000, Nominating $5,000; paid quarterly in arrears and prorated for partial periods. |
Performance Compensation
| Equity Component | Grant Size | Vesting Schedule | Grant Timing/Terms |
|---|---|---|---|
| Initial Chair Option | 300,000 shares | Vests in equal monthly installments over 3 years, subject to continued service | Granted upon first appointment as Chair; exercise price = FMV on grant date; options exercisable during service and for 1 year post‑service (≤10‑year term). |
| Annual Chair Option | 100,000 shares | Vests in equal monthly installments over 1 year, subject to continued service | Granted at each annual meeting to the sitting Chair; exercise price = FMV on grant date. |
| Grant Timing Policy | — | — | Company does not time option grants around MNPI; Compensation Committee considers MNPI but does not seek to time awards to disclosure. |
- Performance metrics tied to director compensation: None disclosed; director equity is time‑based per policy.
Other Directorships & Interlocks
- Perceptive Advisors holds 57.55% beneficial ownership (shares and warrants) via affiliated entities; Mishan is Managing Director at Perceptive Discovery. Potential influence/interlock given majority ownership and Board representation.
- 2025 PIPE Financing: Related parties included Perceptive‑affiliated entities purchasing pre‑funded and milestone warrants for ~$4.25M; other funds (Alyeska, Armistice, Sio, ADAR1) also participated. Highlights continuing capital ties with major holders.
- Registration rights and lock‑ups: Customary rights for major holders; lock‑ups per Investor Rights Agreement.
Expertise & Qualifications
- 30 years across device/biopharma in operating roles (Biogen, Boston Scientific) and investing (BCLS, Perceptive) with business development and strategy leadership; board and investment experience (Kestra). BA, Columbia College.
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 days | Ownership % | Reference Date |
|---|---|---|---|---|
| Orly Mishan | — [no direct shares disclosed] | 133,333 | <1% [based on 21,179,637 shares outstanding] | As of Oct 24, 2025 |
- Shares outstanding baseline: 21,179,637 (used for % ownership).
- Hedging/pledging: Insider Trading Policy prohibits short sales, options, hedging transactions, margin accounts, and speculative trades by directors.
- Stock ownership guidelines: Compensation Committee monitors compliance, but specific director guidelines not disclosed.
Governance Assessment
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Positives
- Independent, non‑executive Chair; separation from CEO enhances oversight and management accountability.
- Active roles on Compensation and Nominating committees; engaged in governance framework, succession, and pay policy oversight.
- Board/committee attendance threshold met; regular executive sessions support independent oversight.
- Formal clawback policy adopted July 2024 (Rule 10D‑1/Nasdaq 5608 compliance) for incentive compensation linked to financial reporting.
- Use of independent compensation consultant (Willis Towers Watson) for director and executive pay program design.
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Risks and RED FLAGS
- Audit Committee non‑compliance with Nasdaq Listing Rule 5605 after a director’s resignation (Jan 1, 2025) until remediation—governance red flag on financial oversight.
- Controlling shareholder exposure: Perceptive’s 57.55% beneficial ownership plus PIPE participation and registration rights may concentrate influence; Mishan’s Perceptive role and concurrent committee service elevate perceived conflict risk despite formal independence determinations.
- Multiple Perceptive‑affiliated directors (e.g., Mirsaeedi‑Farahani chairs Nominating) may heighten interlock concerns in nominations/compensation setting.
-
Related‑party oversight framework: Audit Committee reviews/approves related‑party transactions under a written policy; transactions >$120,000 assessed for fairness and best interests.
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Shareholder advisory context: As an emerging growth company, ADGM is exempt from say‑on‑pay voting, limiting external feedback on compensation practices.