Peter Neupert
Adaptive BiotechnologiesAbout Peter Neupert
Peter Neupert, age 69, has served on Adaptive Biotechnologies’ board since December 2013 and is the Lead Independent Director. He is a Class II director (term expiring at the 2027 annual meeting). Neupert previously served as Corporate Vice President, Health Solutions Group at Microsoft and as CEO/Chairman of Drugstore.com; he holds an MBA from Dartmouth’s Tuck School and a BA from Colorado College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Corporate Vice President, Health Solutions Group | Aug 2005 – Jan 2012 | Senior executive in health tech; relevant operating experience for audit/comp oversight . |
| Drugstore.com | Chief Executive Officer; Chairman | Joined July 1998 | Public company CEO/Chair; commercial and governance experience . |
| Health Evolution Partners | Operating Partner | Feb 2012 – Jul 2014 | Private equity operator; capital formation/healthcare services insights . |
External Roles
| Organization | Role | Public? | Committees/Notes |
|---|---|---|---|
| Laboratory Corporation of America Holdings | Director | Yes | Public clinical laboratory company; role enhances diagnostics/services oversight . |
| Fortrea | Director | Yes | Public clinical research organization; CRO market expertise . |
| Fred Hutchinson Cancer Research Center (Trustees) | Trustee | Non-profit | Trustee from Jun 2007 to Jun 2020; oncology ecosystem network . |
Board Governance
- Leadership and independence: Lead Independent Director; presides over regular executive sessions of non-employee directors and serves as liaison to management. Board has determined Neupert is independent under Nasdaq and SEC rules, and he meets heightened independence standards for audit and compensation committees .
- Committee assignments (2024 activity shown):
- Audit Committee: Member; committee met 7 times in 2024. All members (including Neupert) designated “audit committee financial experts” .
- Compensation & Human Capital Committee: Member; committee met 4 times in 2024 .
- Nominating & Corporate Governance Committee: Chair; committee met once in 2024 .
- Attendance and engagement: Board met 10 times in 2024; no director attended fewer than 75% of board and committee meetings; all directors attended the 2024 virtual annual meeting .
- Board structure: Classified board; six directors pre-2025 meeting, moving to five after 2025 meeting .
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard director retainer . |
| Lead Independent Director fee | $35,000 | Additional annual fee . |
| Nominating & Corporate Governance Chair fee | $10,000 | Additional annual fee . |
| Total cash fees (actual 2024 reported) | $105,000 | Matches policy (60k + 35k + 10k) . |
Policy notes:
- No additional member fees disclosed; chair fees specified for Audit ($20k), Compensation & Human Capital ($15k), and Nominating & Corporate Governance ($10k). Aggregate annual director comp capped at $750k for first year and $600k thereafter .
Performance Compensation (Equity; 2024)
| Component | 2024 Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|
| Stock Options | 125,001 | Annual director equity: 50% options; 1/12 vest monthly over 12 months for annual grants (initial grants vest 25% at 1 year then monthly) . |
| RSUs | 124,999 | Annual director equity: 50% RSUs; 100% vest on 1-year anniversary for annual grants (initial grants vest 25% annually over 4 years) . |
| Total Equity (reported) | 250,000 | Target economic value per policy is $250k annually (50% options / 50% RSUs) . |
Additional details:
- For 2024 option awards, Black-Scholes valuation input used by the company was $2.60 for sizing; values reflect ASC 718 fair value (not realized value) .
- Director equity is time-based; no director performance metrics (e.g., TSR/EBITDA) are tied to director grants per policy disclosures .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Labcorp; Fortrea . |
| Interlocks | Company disclosed no compensation committee interlocks; no related relationships requiring disclosure among comp committee members (Neupert included). Also, no executive officer interlocks with other entities’ boards/comp committees in past year . |
| Overboarding policy | Expectation: no director serves on >5 public company boards without board approval; audit committee members on ≤3 public company audit committees . |
Expertise & Qualifications
- Skills matrix: Diagnostic and pharmaceutical services commercial expertise; capital growth/finance (funding); extensive executive leadership in health services; MBA .
- Audit committee financial expert designation; financial and auditing knowledge .
- Education: MBA (Tuck School of Business, Dartmouth); BA Philosophy (Colorado College) .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Total beneficial ownership (as of Apr 1, 2025) | 453,992 shares; less than 1% of class (151,916,722 shares outstanding) . |
| Exercisable options within 60 days (as of Apr 1, 2025) | 244,696 shares (included in the beneficial total) . |
| Equity holdings detail (as of Dec 31, 2024) | Options to purchase 290,742 shares (278,731 vested & exercisable); 31,328 unvested RSUs . |
| Stock ownership guidelines | Non-employee directors must hold 3x annual cash retainer within 5 years; if not compliant, must hold ≥50% of shares delivered from equity awards (net of tax/exercise) until compliant . |
| Hedging/pledging | Insider trading policy prohibits short sales, pledging, hedging or monetization transactions by insiders; company periodically reviews policy . |
| Section 16 compliance | Company reports all directors/executives complied with Section 16(a) reporting for 2024 . |
Governance Assessment
- Strengths
- Lead Independent Director with multi-committee engagement (Audit member; Compensation member; Nominating & Corporate Governance Chair) and presides over executive sessions—supports effective independent oversight .
- Audit committee financial expert designation and prior public company CEO experience—enhances financial and operational oversight .
- Strong attendance culture: no director under 75% and full annual meeting attendance in 2024 .
- Clear director ownership guidelines (3x cash retainer) and prohibition on hedging/pledging align with investor-friendly incentives .
- No compensation committee interlocks or related-party relationships disclosed involving Neupert .
- Watch items
- Board tenure since 2013—valuable continuity but long tenure can raise independence-perception questions for some investors; offset by lead independent role and independence determinations .
- External board load at two additional public companies (Labcorp, Fortrea). Company bylaw guideline allows up to five public boards; monitor time commitments and any commercial intersections (no related-party transactions disclosed with Neupert) .
Director Compensation (Reported 2024)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Peter Neupert | 105,000 | 125,001 | 124,999 | 355,000 |
Policy summary (for context):
- Annual cash retainer $60,000; Lead Independent +$35,000; Nominating Chair +$10,000; Audit Chair +$20,000; Compensation Chair +$15,000 .
- Annual equity target $250,000 (50% options/50% RSUs); initial equity $400,000 (50/50). Annual options vest monthly over 12 months; annual RSUs vest at 1 year (initial awards: options 25% at 1 year then monthly; RSUs 25% annually over 4 years) .
Related-Party Transactions (Conflict Review)
- Policy: Related-person transactions (> $120,000) require audit committee review/approval; audit committee also reviews insider trading policy and conflict-limiting provisions .
- Disclosures: No related-party transactions disclosed involving Neupert. A 2021 subsidiary (Digital Biotechnologies, Inc.) involved investments by certain executives and family trusts; reviewed by a special independent committee with safeguards; Neupert not listed among participants .
Compensation & Incentives: Structure Analysis (Director-specific)
- Mix and trend: 2024 director pay for Neupert is balanced between cash ($105k) and equity ($250k fair value), consistent with policy emphasizing equity alignment; equity grants are time-based (no performance metrics) .
- Risk mitigants: Ownership guidelines and prohibition on hedging/pledging support alignment and reduce misalignment risk .
- Interlocks/consultants: No compensation committee interlocks; comp committee independence affirmed .
RED FLAGS
- None disclosed regarding Neupert: no related-party transactions, no Section 16(a) delinquencies, and no pledging/hedging permitted by policy .
Notes on Attendance and Engagement
| Item | Detail |
|---|---|
| Board meetings in 2024 | 10 meetings; Neupert presides over independent executive sessions as Lead Independent Director . |
| Committee meetings in 2024 | Audit (7); Compensation & Human Capital (4); Nominating & Corporate Governance (1) . |
| Attendance | Company disclosed no director under 75% attendance; all directors attended 2024 annual meeting . |