Michelle Griffin
Adaptive BiotechnologiesAbout Michelle Griffin
Michelle Griffin, age 59, is an independent Class II Director of Adaptive Biotechnologies, serving since March 2019 and currently chairing the Audit Committee; she is deemed an “audit committee financial expert” under Regulation S‑K . She holds a BS in marketing from George Mason University and an MBA from Seattle University, with prior senior finance and operating roles at Corixa, Dendreon, Trubion, and OncoGenex; her core credentials emphasize compliance and risk management, commercialization expertise, and deep public company financial experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corixa Corp | Chief Financial Officer | Oct 1997–Aug 2005 | Senior finance leadership through acquisition; public company financial management |
| Dendreon Corp | SVP & CFO | Aug 2005–Jan 2006 | Public company finance oversight |
| Trubion Pharmaceuticals, Inc. | CFO; then Acting CEO, SVP & COO | Jan 2006–Nov 2009 (CFO); Nov 2009–Oct 2010 (Acting CEO/COO) | Led operations through acquisition; executive leadership |
| OncoGenex Pharmaceuticals, Inc. | EVP, Operations & CFO | Jan 2011–Apr 2013 | Executive operations and finance leadership |
External Roles
| Organization | Role | Status/Notes | Committees/Impact |
|---|---|---|---|
| Acer Therapeutics, Inc. | Director | Formerly public | Chair, Compensation & Human Capital Committee |
| HTG Molecular Diagnostics, Inc. | Director | Formerly public | Board service at commercial-stage life sciences company |
| Chinook Therapeutics | Director | Formerly public | Chair, Audit Committee |
| PhaseRx, Inc. | Director | Formerly public | Board service |
| OncoGenex Pharmaceuticals (now Achieve Life Sciences, Inc.) | Director | Formerly public | Board service |
| Sonus Pharmaceuticals (now Achieve Life Sciences, Inc.) | Director | Formerly public | Board service |
No current external public company directorships for Ms. Griffin are disclosed in ADPT’s 2025 proxy; board service listed is prior (“previously served”) . The company’s bylaws limit total public boards to ≤5 and audit committees to ≤3 per director without specific approval, reinforcing time-commitment governance .
Board Governance
- Independence: The board determined all directors except the CEO (Chad Robins) are independent; Griffin is independent .
- Committee assignments: Audit (Chair); not on Compensation & Human Capital or Nominating & Corporate Governance committees .
- Audit Committee: Met 7 times in 2024; all members (including Griffin) meet heightened independence requirements under Exchange Act §10A and are designated “financial experts”; post-2025 meeting, Katey Owen will replace Michael Pellini on the Audit Committee .
- Board meetings and attendance: The board held 10 meetings in 2024; no director attended fewer than 75% of board and committee meetings; all directors attended the virtual annual meeting .
- Executive sessions: Non‑employee directors meet regularly without management; Lead Independent Director Peter Neupert presides .
- Interlocks: Compensation & Human Capital Committee reported no interlocks or relationships requiring related‑party disclosure; no cross‑board officer linkages with ADPT executives .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Total Cash Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 60,000 | 20,000 (Audit Chair) | 80,000 | Policy base retainer plus audit chair fee; paid quarterly |
| 2024 Director Compensation Detail | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 80,000 |
| Option Awards (ASC 718 grant‑date fair value) | 125,001 (Black‑Scholes $2.60 valuation basis for share count) |
| Stock Awards (RSUs, ASC 718 grant‑date fair value) | 124,999 |
| Total | 330,000 |
Non‑employee director compensation policy: Annual cash retainer $60,000; additional annual fees—Lead Independent Director $35,000, Audit Chair $20,000, Compensation Chair $15,000, Nominating Chair $10,000; total annual director compensation capped at $750,000 (first year) and $600,000 (thereafter) .
Performance Compensation
| Equity Component | Annual Grant Target Mix | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Stock Options | 50% of annual director equity ($250,000 total) | 1/12 monthly over first 12 months; 10‑year term typical for options; annual grants time‑based | None for directors (time‑based only) |
| RSUs | 50% of annual director equity | 100% cliff at first anniversary (annual grants) | None for directors |
| Initial Director Grant (on appointment) | $400,000 total (50% options/50% RSUs) | Options: 25% at year 1 then monthly; RSUs: 25% annually over 4 years | None for directors |
PSUs and TSR‑linked metrics apply to executives (not directors) and feature a 3‑year performance period; director awards are time‑based for retention and alignment .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation & Human Capital Committee interlocks | None; no officer/employee service or relationships requiring “Related Party” disclosure; no reciprocal executive board/committee service links |
| Lead Independent Director | Peter Neupert |
| Bylaw limits on external boards | ≤5 public company boards per director; ≤3 audit committees per director without approval |
Expertise & Qualifications
- Compliance and risk management; therapeutics/drug discovery commercialization; audit chair experience; CEO/CFO background; extensive public company financial expertise; MBA .
- Board determined Griffin is an “audit committee financial expert”; Audit Committee responsibilities include oversight of auditor independence, internal controls, earnings release content review, and related‑party transaction approvals .
Equity Ownership
| As‑of Date | Total Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Apr 1, 2025 | 156,780 | <1% | Based on 151,916,722 shares outstanding |
| Equity Detail (as of Dec 31, 2024) | Quantity (Shares) |
|---|---|
| Options Outstanding | 152,826 |
| Options Vested & Exercisable | 140,815 |
| Options Unvested (derived) | 12,011 |
| RSUs Unvested | 31,328 |
Stock Ownership Guidelines: Non‑employee directors must hold 3× annual cash retainer within 5 years; unvested RSUs count at 50% after assumed tax; if not yet compliant, must hold ≥50% of net shares delivered from vest/exercise; valuation uses 30‑day average closing price prior to determination date (first trading day after March 31) .
Governance Assessment
- Committee leadership and independence: Griffin’s role as Audit Committee Chair, designation as a financial expert, and meeting cadence (7 meetings in 2024) support robust financial oversight and disclosure integrity—positive for investor confidence .
- Attendance and engagement: Board met 10 times in 2024; all directors met the 75% threshold and attended the annual meeting, indicating active engagement; executive sessions led by the LID enhance independent oversight .
- Compensation alignment: Director pay mixes cash retainers with equity split between options and RSUs, with time‑based vesting that balances retention and shareholder alignment; no director performance‑based equity metrics are employed, reducing incentives for short‑termism .
- Ownership alignment and trading controls: Meaningful option/RSU holdings and formal ownership guidelines reinforce alignment; insider trading policy prohibits hedging and pledging, mitigating misalignment risks .
- Conflicts/related‑party exposure: No compensation committee interlocks or relationships requiring related‑party disclosure; related‑party transactions disclosed (Digital Biotechnologies) involve executives and were overseen via special committee and Audit Committee processes—no exposure noted for Griffin .
- Indemnification: Standard indemnification agreements in place for directors under Washington law—typical and not a governance red flag .
RED FLAGS
- None disclosed specific to Michelle Griffin: no attendance shortfalls, no pledging/hedging, no related‑party transactions, no interlocks—neutral/positive governance profile .