Chad Robins
Adaptive BiotechnologiesAbout Chad Robins
Chad Robins co‑founded Adaptive Biotechnologies in September 2009 and has served as Chief Executive Officer and as a director since incorporation; he is also Chairman of the Board. He holds an MBA from The Wharton School and a BS in Managerial Economics from Cornell University; age 50 as of April 15, 2025 . 2024 operating execution improved: revenue rose to $179.0M (from $170.3M in 2023) while net loss narrowed to $159.6M; MRD revenue grew 42% with clonoSEQ test volume up 35% and an updated $2,007/test Medicare rate and episode pricing uplift, alongside sector-relevant milestones (ODAC MRD endpoint vote; NeoGenomics partnership) . Pay-versus-performance disclosures show CAP aligned with TSR movements; value of an initial $100 ADR-equivalent fell to 20 in 2024 (peer group 118) while say‑on‑pay support improved to 87.1% in the most recent vote, and the comp program increased PSU usage and reset targets toward median .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various medical technology, investment and real estate companies | Executive-level positions | Pre-2009 (not specified) | Operating, investing, and scaling experience prior to founding Adaptive |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coalition for 21st Century Medicine (C21) | Director | Current | Policy advocacy for precision medicine adoption |
| Headlight | Director | Current | Advisory oversight in healthcare ecosystem |
| Washington Roundtable | Director | Current | State-level business policy engagement |
| AltPep | Director | Current | Life sciences governance and translational impact |
| Life Science Washington | Chair of the Board | Current | Industry advocacy and network leadership |
Board Governance
- Board service history: Director since 2009; Chairman; Class III nominee for a new three‑year term at the June 10, 2025 annual meeting .
- Dual‑role implications: Company combines CEO and Chair roles; board cites unified leadership benefits and employs a Lead Independent Director (Peter Neupert) who presides over executive sessions and serves on/chairs key committees to counterbalance the combined role .
- Independence: Board determined all directors other than Robins are independent; Lead Independent Director active across Audit, Compensation & Human Capital, and Nominating & Corporate Governance .
- Attendance: Board met 10 times in 2024; all directors met ≥75% attendance; all directors attended the 2024 annual meeting .
- Employee directors do not receive separate director compensation; Robins’ pay reported solely under Executive Compensation .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 663,000 | 677,918 (increased to $682,890 effective Apr-2024) |
| Target Bonus (% of Salary) | 80% | 80% |
| Target Bonus ($) | 530,400 | 546,312 |
| Actual Bonus Payout ($) | 318,240 (60% corporate factor overall) | 573,628 (105% corporate factor) |
Notes: 2024 CEO target bonus weighted 100% to corporate goals; other NEOs are 75% corporate/25% individual .
Performance Compensation
- Annual incentive metrics (2024) and outcomes: Corporate goals paid at 105% driven by MRD revenue, cash burn, strategic review, MRD operational goals, partial IM goals, and an employee retention “kicker” .
| Goal Category | Weight | Target/Definition | Outcome | Payout |
|---|---|---|---|---|
| MRD Revenue | 30% | Threshold $130M; Median $140M; Stretch $150M | Achieved $146M | 30% |
| Cash Burn | 15% | Consistent with MRD path to profitability | Achieved | 15% |
| Strategic Review | 15% | Reorganize into MRD and IM segments | Achieved | 15% |
| MRD Diagnostics/Clinical | 15% | Quantitative test growth and MRD pharma bookings | Achieved | 15% |
| Immune Medicine | 25% | Qualitative pipeline advancement | 3 of 4 achieved | 20% |
| Employee Engagement Kicker | 10% | Retention metric | Achieved | 10% |
| Total Corporate Factor | — | — | — | 105% |
- Long-term incentives (design): PSU awards pay 0–200% of target based on 3‑year relative TSR vs S&P Biotechnology Select Industry Index; if company TSR is negative, payout capped at target; RSUs vest 25% annually over 4 years; options (where granted) 10‑year term, 25% after 1 year then monthly .
- CEO 2024 grants: 354,610 RSUs (GDFV $1,414,894) and 354,610 target PSUs (GDFV $2,301,419); no options .
- Equity mix and policy shifts: Expanded PSU usage to CFO and President/COO in 2024; reframed pay philosophy from 75th percentile equity target to median; managed dilution via “flat‑share” grant approach (reduced grant‑date fair values in 2024 and kept aggregate executive share counts roughly flat in 2025) .
Equity Ownership & Alignment
| Ownership Detail (as of Apr 1, 2025 unless noted) | Value |
|---|---|
| Total Beneficial Ownership | 3,580,908 shares (2.3% of outstanding) |
| Components (footnote) | Includes 1,481,703 options exercisable within 60 days |
| Outstanding Unvested RSUs/PSUs (CEO) | 2021 RSU 17,171; 2023 grant: 354,610 RSUs + 2023 target PSUs; 2024 grant: 354,610 RSUs + 2024 target PSUs (aggregate 709,220 for 2024 line item) |
| 2024 Vested Stock (value realized) | 167,601 shares vested; $668,728 value on vesting (not necessarily sold) |
| Stock Ownership Guidelines | CEO 6x base salary; Non-employee directors 3x annual retainer; 5-year compliance window; 50% net‑after‑tax holding requirement until compliant |
| Hedging/Pledging | Insider trading policy prohibits pledging, hedging, and similar monetization transactions; trades generally via Rule 10b5‑1 plans and within open windows |
Related party consideration: Robins (and family trusts) hold minority stakes in Digital Biotechnologies, Inc. (DigitalBio), a subsidiary spun to develop early‑stage sequencing tech; a special committee approved arms‑length participation and services were provided under a shared services agreement (treated as paid‑in capital) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment | At‑will; non‑disclosure and assignment agreement; non‑compete and non‑solicit for 1 year post‑termination |
| Severance (non‑CoC) | 12 months base salary and 12 months COBRA; Accrued benefits (CEO) |
| Severance (CoC Double‑Trigger) | 18 months base salary + 1.5x target bonus; 18 months COBRA; accelerated vesting of time‑based awards; accrued benefits (CEO) |
| PSU Treatment (CoC/Death/Disability) | Pro‑rata PSUs for death/disability at end of performance period; if CoC before period end and award not assumed, earned shares vest pre‑CoC; if assumed, converts to time‑based and vests at period end; double‑trigger accelerates on qualifying termination within 1 year post‑CoC |
| Clawback | Formal clawback policy adopted Dec 1, 2023 |
| Excise Tax Gross‑ups | None under severance arrangements |
Estimated CEO benefits on hypothetical termination (assuming 12/31/2024 pricing):
- Outside CoC: Severance $682,890; healthcare $37,051 .
- Within CoC Period: Severance $1,843,803; equity acceleration $11,673,170; healthcare $55,577 .
Compensation Structure Analysis
- Mix shift and risk profile: Greater PSU weighting for CEO ties realizable pay to relative TSR and reduces guaranteed value vs options or pure RSUs; annual goals heavily weighted to quantifiable financial metrics (MRD revenue, cash burn) driving line‑of‑sight performance .
- Median targeting: 2024 pivot from historical 75th percentile equity targeting toward median across pay elements, with discretionary flexibility based on role performance .
- Dilution discipline: 2024 “flat-share” grant sizing reduced grant‑date values; 2025 aggregate executive share issuance held roughly flat year‑over‑year .
- Peer benchmarking and consultant: Semler Brossy engaged; peer set refined for 2025 amid sector changes (adds/removals listed) .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($M) | 170.3 | 179.0 |
| Net Loss ($M) | (225.3) | (159.6) |
| MRD Revenue ($M) | 102.7 | 145.5 |
| Adjusted EBITDA ($M) | (116.4) | (80.4) |
| Cash, Cash Equivalents, and Marketable Securities ($M) | — | 256.0 at 12/31/2024 |
TSR context (PVP table; initial $100 basis):
- Company TSR value: 2023 = 16; 2024 = 20; Peer group TSR value: 2023 = 119; 2024 = 118 .
Operational highlights (2024):
- clonoSEQ test volume +35% to 76,105; MRD mix 81% of FY revenue; new Medicare CLFS rate $2,007 per test and episode pricing uplift; ODAC vote supports MRD as a primary endpoint in MM; partnership with NeoGenomics to cross‑promote clonoSEQ .
Equity Ownership & Director Governance (Supplemental)
- Security ownership table (as of April 1, 2025): Robins beneficially owns 3,580,908 shares (2.3% of class) .
- Governance safeguards: Independent Lead Director (Neupert) and fully independent committees; executive sessions without management; family relationship disclosed (CEO brother is CSO) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 87.1% most recent vote; board engaged investors and expanded PSU program, moderated equity values, and moved targeting to median in response to feedback .
- 2023 vote recorded 82.68% support (baseline) .
Compensation Peer Group (2025 cycle examples)
- Representative peers used for 2025 decisions include Immuncore, Natera, NeoGenomics, Twist Bioscience, Guardant, Veracyte, Pacific Biosciences, Castle Biosciences, Fulgent Genetics, Maravai, Mesa, Voyager, etc.; changes reflect bankruptcies/M&A/size fit .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited under insider trading policy (mitigates misalignment risk) .
- Clawback: Implemented Dec 1, 2023 .
- Related party: DigitalBio participation approved via special committee with ongoing disclosures (monitor for resource allocation) .
- Governance: Combined CEO/Chair role balanced by Lead Independent Director and independent committees .
- CFO transition 2024: Voluntary resignation disclosed April 1, 2024; successor named from internal ranks (no disagreement reported) .
Investment Implications
- Alignment: High at‑risk mix with sizable PSU component (TSR‑based), quantified operating goals, 6x salary ownership guideline, and hedging/pledging bans support long‑term alignment; rising say‑on‑pay support confirms investor acceptance .
- Vesting/flow dynamics: Annual 25% RSU tranches (e.g., 2024 grant) and PSU conversions create predictable vesting events (potential supply overhang), though policy‑driven windows and 10b5‑1 usage govern actual sales .
- Retention/CoC: Double‑trigger CoC severance of 18 months salary + 1.5x target bonus plus equity treatment is competitive and stabilizing in strategic scenarios; outside CoC severance set at 12 months .
- Execution: MRD growth and pricing tailwinds are positives; persistent net losses necessitate continued operating discipline; cash of $256M provides runway; PSU design amplifies sensitivity to sector‑relative performance .
- Governance watchpoints: Combined Chair/CEO and family tie to CSO warrant ongoing monitoring but mitigated by Lead Independent Director oversight and committee independence .
Citations provided inline after each statement and in table cells, referencing the company’s DEF 14A (2025/2024), 8‑K earnings releases, and other filings as listed above.