Robert Hershberg
Adaptive BiotechnologiesAbout Robert Hershberg
Robert Hershberg, PhD, MD, age 62, has served on Adaptive Biotechnologies’ board since February 2013 and is currently an independent Class I director with deep therapeutics R&D and commercialization expertise . He is Chairman and CEO of Hillevax (since 2020), a Venture Partner at Frazier Healthcare Partners (since March 2020), former EVP and Head of Business Development & Global Alliances and prior Chief Scientific Officer at Celgene, and co‑founder/CEO of VentiRx (acquired by Celgene in 2017) . Dr. Hershberg completed the MSTP, holds a PhD in Biology (UCSD/Salk), an MD and BA from UCLA, and serves as chairman of Recursion Pharmaceuticals’ board (public) with additional advisory roles at Danaher and the UW Institute for Protein Design, underscoring strong scientific and governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene | EVP & Head of BD and Global Alliances | Apr 2017–Mar 2020 | Senior dealmaking and alliance leadership; prior Chief Scientific Officer (Jan 2016–Mar 2020) |
| Celgene | Chief Scientific Officer | Jan 2016–Mar 2020 | Led scientific strategy and portfolio execution |
| VentiRx Pharmaceuticals | Co‑founder; CEO | Co‑founded 2006; CEO 2012–Feb 2017 (acquired by Celgene) | Built clinical-stage assets; led sale to Celgene |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hillevax | Chairman & CEO | 2020–present | Operator‑director leadership; vaccine development focus |
| Frazier Healthcare Partners | Venture Partner | Mar 2020–present | Portfolio/company building; industry network |
| Recursion Pharmaceuticals (public) | Chairman of the Board | Current | Governance and drug discovery strategy leadership |
| Cajal Neuroscience; Vesto Therapeutics; Beckley Psytech | Private company director | Current | Oversight of R&D-stage biotech companies |
| Danaher; UW Institute for Protein Design | Scientific Advisory Board | Current | Technical guidance to large-cap tools company and leading academic institute |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Committee; member alongside Peter Neupert and Katey Owen (four meetings in 2024; all members independent under Nasdaq and Section 10C) .
- Expected change: will replace Michael Pellini on Nominating & Corporate Governance Committee following the 2025 Annual Meeting; Neupert chairs that committee .
- Independence: Board determined all directors except CEO Chad Robins are independent; Hershberg is independent .
- Attendance: Board met 10 times in 2024; no director attended fewer than 75% of board/committee meetings; all directors attended the 2024 virtual annual meeting .
- Executive sessions: Non‑employee directors meet in executive session; Lead Independent Director (Neupert) presides .
- Board size/staggered structure: Six members pre‑meeting, moving to five post‑2025 meeting; classified board with three‑year staggered terms .
Fixed Compensation
| Component | Policy/Amount | 2024 Hershberg Actual |
|---|---|---|
| Annual cash retainer | $60,000 to each non‑employee director | Included in cash reported below |
| Committee chair fees | Compensation Chair: $15,000; Audit Chair: $20,000; Nominating Chair: $10,000; Lead Independent Director: $35,000 | Hershberg: Compensation Chair ($15,000) |
| Cash fees earned | — | $75,000 (retainer + chair fee) |
| Meeting fees | Not disclosed/none indicated | Not disclosed |
Performance Compensation
| Equity Element | 2024 Grant to Hershberg (grant‑date fair value) | Vesting/Structure | Notes |
|---|---|---|---|
| RSUs | $124,999 | Annual director RSUs vest 100% at first anniversary of vesting commencement date | Unvested RSUs as of 12/31/24: 31,328 |
| Stock Options | $125,001 | Annual director options vest monthly: 1/12 per month over 12 months | Held 145,742 options; 133,731 vested as of 12/31/24 |
| Initial director equity (policy) | Target $400,000 (50% options/50% RSUs) | Options: 25% after 1 year, then monthly; RSUs: 25% per year over 4 years | Applies at first election/appointment |
| Annual director equity (policy) | Target $250,000 (50% options/50% RSUs) | As noted above | Aggregate annual cap $600k; first‑year cap $750k |
Performance link: Director equity is at‑risk and aligned with shareholder outcomes via RSUs and options; ADPT’s insider trading policy prohibits hedging/pledging, reinforcing alignment .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Recursion Pharmaceuticals | Public | Chairman of the Board | Recursion appears in ADPT’s compensation peer group used in 2024 benchmarking, which could present perceived benchmarking interlock risk; mitigated by independent comp consultant (Semler Brossy) and committee independence assessments . |
| Hillevax | Not specified as public in proxy | Chairman & CEO | Operating executive duties raise time‑commitment questions; ADPT bylaws cap directors at ≤5 public company boards and require time/effort review; board affirms qualification/availability case‑by‑case . |
| Cajal Neuroscience; Vesto Therapeutics; Beckley Psytech | Private | Director | No related‑party transactions disclosed involving Hershberg; standard outside board roles . |
| Danaher; UW Institute for Protein Design | — | Scientific Advisory Board | Advisory roles; no transactions disclosed . |
- Compensation Committee interlocks: None requiring disclosure; no officer/director interlocks reported for Hershberg/committee in 2024 .
Expertise & Qualifications
- Therapeutics/drug discovery leadership; CEO experience; deep technical credentials (MD/PhD) .
- Executive leadership across biotech with commercialization and growth management; venture and board experience .
- Strategic and governance capabilities demonstrated through chair roles at ADPT’s Compensation Committee and Recursion’s board .
Equity Ownership
| Holder | Total Beneficial Ownership (as of Apr 1, 2025) | % of Class | Composition/Notes |
|---|---|---|---|
| Robert Hershberg, PhD, MD | 203,992 shares | <1% | Includes 149,696 shares issuable upon exercise of options exercisable within 60 days of Apr 1, 2025 . |
| Unvested RSUs (12/31/24) | 31,328 | — | As of 12/31/24 . |
| Options held (12/31/24) | 145,742 (133,731 vested) | — | As of 12/31/24 . |
- Stock ownership guidelines: Non‑employee directors must hold equity equal to 3x annual cash retainer; shares counted include direct holdings and unvested RSUs (discounted), measured using a 30‑day average price pre‑March 31; hold‑to‑monitor requirements apply until in compliance .
- Hedging/pledging: Insider trading policy prohibits short sales, pledging, hedging, or monetization transactions, supporting alignment .
- Section 16 compliance: Company reports all executive officers and directors complied with Section 16 filing requirements for 2024 .
Governance Assessment
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Strengths:
- Independent director with robust scientific and operating experience; chairs Compensation Committee; active engagement with investors on pay design; 2024 Say‑on‑Pay approval was 87.1% .
- Strong attendance and committee activity; equity‑heavy director pay aligns incentives; ownership guidelines and anti‑hedging/pledging policy reinforce alignment .
- Use of independent compensation consultant, defined peer benchmarking, and formal nomination/service qualifications mitigate governance risk .
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Potential risks/RED FLAGS to monitor:
- External commitments: concurrent roles as Hillevax Chairman/CEO and Recursion board chair require careful time‑and‑effort oversight, though ADPT’s bylaws set caps and the nominating committee applies a qualification screen .
- Perceived benchmarking interlock: Recursion is in ADPT’s compensation peer group while Hershberg chairs ADPT’s Compensation Committee; independence assessments and consultant engagement help mitigate but warrant continued transparency .
- Related‑party transactions: No Hershberg‑related transactions disclosed; ADPT’s audit committee oversees RPT policy and reviews conflicts, and DigitalBiotechnologies transactions involved other executives, not Hershberg .
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Net view: Hershberg’s deep domain expertise and governance roles support board effectiveness; independence, attendance, and pay design engagement are positives. Maintain vigilance on external roles and peer group interlock optics, with continued use of independent advisors and clear disclosure to preserve investor confidence .