Julie Rubinstein
Adaptive BiotechnologiesAbout Julie Rubinstein
Julie Rubinstein, 53, is President and Chief Operating Officer of Adaptive Biotechnologies (ADPT). She has served as President since February 2018 and added COO responsibilities in April 2023; prior roles at Adaptive include Chief Business Officer (2016–2018) and Head of Corporate & Business Development (2011–2016) . She holds an MBA from Harvard Business School and dual undergraduate degrees from Wharton and the Annenberg School at the University of Pennsylvania . Company performance context: 2024 revenue grew to $179.0M from $170.3M (+5% YoY) with MRD revenue +42% YoY; company TSR “value of $100” stood at 20 in 2024 versus peer group 118, which underpins the use of relative TSR PSUs in the incentive mix .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adaptive Biotechnologies | President; COO (added in 2023) | President since Feb 2018; COO since Apr 2023 | Executive leadership across MRD and Immune Medicine; operating responsibility |
| Adaptive Biotechnologies | Chief Business Officer | Jan 2016 – Feb 2018 | Built commercial and partnering framework |
| Adaptive Biotechnologies | Head of Corporate & Business Development | Apr 2011 – Jan 2016 | Led BD and corporate development initiatives |
| Pfizer (Oncology) | Worldwide commercial development roles | — | Focused on cancer immunotherapy commercialization |
| Johnson & Johnson | Various roles (including Europe) | — | Commercial roles; global experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Valerie Fund | Board of Trustees | — | Pediatric oncology organization (NJ/NY) |
| The Gift of Life | Board of Trustees | — | Stem cell and bone marrow registry |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 526,588 | 530,450 | 530,450 |
| Target Bonus (% of Salary) | — | — | 50% |
| Target Bonus ($) | — | — | 265,225 |
| Actual Bonus Paid ($) | 228,757 (paid 2023) | 185,658 (paid 2024) | 275,171 (paid 2025) |
| All Other Compensation ($) | 5,119 | 4,932 | 4,932 |
Performance Compensation
- Annual incentive design (2024): 75% corporate goals / 25% individual for executives (CEO 100% corporate); corporate factor funded at 105% . Julie’s 2024 individual factor = 100% .
| 2024 Corporate Goal Category | Weight | Target/Design | Outcome | Payout Contribution |
|---|---|---|---|---|
| Financial – MRD Revenue | 30% | Threshold $130M; Target $140M; Stretch $150M | Achieved $146M | 30% |
| Financial – Cash Burn | 15% | Targets aligned to MRD profitability path | Achieved | 15% |
| Financial – Strategic Review | 15% | Complete review (segment reorg to MRD/IM) | Achieved | 15% |
| MRD – Diagnostic & Clinical Testing | 15% | Volume and MRD Pharma bookings | Achieved | 15% |
| Immune Medicine – Discovery/Pipeline | 25% | Identify candidates/targets; IND-ready testing | 3 of 4 achieved | 20% |
| Employee Engagement Kicker | 10% | Voluntary turnover target | Achieved | 10% |
| Total | 110% weight incl. kicker | — | Corporate factor | 105% funded |
- Long-term incentives (shift to PSUs): In 2024 the company expanded PSUs (relative TSR vs S&P Biotech Select Industry Index), replacing time-based options for the President/COO; payout scale: 0% below 33rd percentile, 50% at 33rd, 100% at 50th, 200% at 75th+; 3-year performance period; negative TSR caps payout at 100% .
| 2024 Equity Grants (Grant Date 3/4/2024) | Shares/Units | Vesting/Performance | Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs | 175,000 | 25% on each of first four anniversaries of 3/4/2024 | 698,250 |
| PSUs (target) | 175,000 | 3-year rTSR vs S&P Biotech Select Industry Index; 0–200% payout | 1,135,750 |
- Vesting schedules (key awards):
- 2024 RSUs: 25% on 3/4/2025, 3/4/2026, 3/4/2027, 3/4/2028 .
- 2024 PSUs: performance period of 3 years from 3/4/2024; payout 0–200% of target based on relative TSR .
Equity Ownership & Alignment
- Beneficial ownership (as of April 1, 2025): 1,378,870 shares; less than 1% of outstanding . Footnote: includes 1,209,696 shares issuable upon exercise of options exercisable within 60 days; also notes separate beneficial ownership in DigitalBio (private), not ADPT .
- Outstanding unvested awards (12/31/2024) – selected items:
- 2024 grant: 350,000 unvested target units (175,000 RSUs + 175,000 PSUs target); market value reference $2,098,250 at $6.00 share price .
- 2023 RSUs: 99,735 unvested; RSUs vest 25% annually starting 3/4/2024 .
- 2022 RSUs: 92,670 unvested; RSUs vest 25% annually starting 3/4/2023 .
- Prior options outstanding with vesting schedules listed in proxy (multiple grants from 2018–2023) .
- Stock ownership guidelines: Executives must hold equity equal to 1x base salary within 5 years; until compliant, must retain at least 50% of net shares from equity vesting/exercise; unvested RSUs count at 50% for guideline purposes . Compliance status by individual not disclosed.
- Hedging/pledging: Insider trading policy prohibits short sales, pledging, and hedging/monetization transactions; trading only under compliant 10b5-1 plans and during windows .
Employment Terms
- Employment: Amended and restated employment agreement; at-will; party to Executive Non-Disclosure and Assignment Agreement; executive severance agreement in place .
- Severance (outside Change in Control): Under form agreement, 6 months base salary and 6 months COBRA upon termination without cause or resignation for good reason (subject to release), plus accrued benefits .
- Change in Control (double trigger within CIC window): 12 months base salary + 1x target annual cash incentive, 12 months COBRA, and full acceleration of time-based equity; accrued benefits .
- PSU treatment in CIC: If not assumed, earned shares vest immediately prior to CIC; if assumed, converts to time-based award for earned shares with vest at end of performance period; double-trigger termination within 1 year post-CIC accelerates vesting .
- Estimated economics (as of 12/31/2024, hypothetical triggering event):
Scenario Severance Payments ($) Equity Acceleration ($) Health Care Benefits ($) Qualifying termination outside CIC window 265,225 — — Qualifying termination within CIC window 795,675 4,369,468 — - Governance features: No excise tax gross-up; double-trigger CIC severance; standardized form agreements .
Multi-Year Compensation Snapshot (SCT)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 526,588 | 2,250,003 | 3,524,611 | 228,757 | 5,119 | 6,535,078 |
| 2023 | 530,450 | 1,125,002 | 1,124,997 | 185,658 | 4,932 | 2,971,039 |
| 2024 | 530,450 | 1,834,000 | — | 275,171 | 4,932 | 2,644,553 |
Additional Context: Company Performance & Pay Practices
- 2024 results: Revenue $179.0M (vs. $170.3M in 2023); MRD revenue $145.5M (+42% YoY) with 35% clonoSEQ volume growth; gained higher Medicare rates ($2,007/test; episode $8,029) and broader coverage; operating expenses reduced to $341.5M (incl. restructuring/impairment) .
- Say-on-Pay: Most recent approval 87.1%; 2024 changes included expanding PSU usage to President/COO and moving pay philosophy to target median levels; reduced grant-date values via flat-share approach to manage dilution .
- Compensation committee/consultant: Committee chaired by Dr. Robert Hershberg; Semler Brossy advises; peer groups disclosed and refreshed in 2024 for 2025 pay decisions .
Investment Implications
- Pay-for-performance alignment: Shift from options to PSUs tied to 3-year relative TSR should better align realizable pay with shareholder outcomes; 2024 PSUs granted to Rubinstein at target 175,000 units with 0–200% payout tied to relative TSR vs S&P Biotech Select Industry Index .
- Vesting and selling pressure: RSUs vest 25% annually (2024 grant vests each March from 2025–2028), implying predictable quarterly/annual liquidity events; PSUs cliff based on 3-year performance, limiting near-term sell pressure but creating potential event-driven supply on vest .
- Retention and CIC protections: Double-trigger CIC severance with meaningful equity acceleration (illustrative $4.37M equity acceleration plus 12 months salary and target bonus) provides retention through change but increases potential transaction cost for acquirers; no excise tax gross-up is shareholder-friendly .
- Ownership alignment and risk controls: Executive ownership guidelines (1x salary) and prohibitions on pledging/hedging support alignment and reduce governance risk; individual compliance status not disclosed .
- Performance backdrop: Despite MRD growth and coverage/pricing wins in 2024, TSR underperformance vs peer proxy metric (Company $100→$20 vs Peer $100→$118) underscores the rationale for relative TSR PSUs and heightens execution risk premium until profitability path in MRD is clearer .