Sharon Benzeno
Adaptive BiotechnologiesAbout Sharon Benzeno
Sharon Benzeno, PhD, is Chief Commercial Officer, Immune Medicine at Adaptive Biotechnologies (ADPT), serving in this role since April 2022; she joined the company in 2014 and previously led business development and drug discovery, with a scientific and commercial background at AstraZeneca, Capgemini, and Elsevier . She holds a PhD in Biomedical Sciences (NYU School of Medicine), an MBA in Finance and Leadership (NYU Stern), a BA in Biochemistry (NYU), and completed a postdoc in cancer biology at UPenn’s Abramson Cancer Center . Company context during her tenure: 2024 revenue grew to $179.0M (from $170.3M in 2023), driven by MRD (clonoSEQ) while cutting operating expenses; MRD revenue grew 42% to $145.5M; TSR remained pressured (value of $100 invested: $20 in 2024), and Say‑on‑Pay support was 87.1% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Adaptive Biotechnologies | Chief Commercial Officer, Immune Medicine | Apr 2022–present | Leads commercial strategy for Immune Medicine portfolio |
| Adaptive Biotechnologies | Chief Business Development Officer | Apr 2020–Apr 2022 | Drove partnerships and portfolio strategy |
| Adaptive Biotechnologies | SVP, Drug Discovery | Feb 2018–Apr 2020 | Advanced discovery programs and capabilities |
| Adaptive Biotechnologies | Business Development roles | Sep 2014–Feb 2018 | Progressive BD responsibilities |
| Elsevier Inc. (healthcare informatics) | Senior Director | Dec 2013–Sep 2014 | Commercial/strategy leadership in informatics |
| Capgemini SE (oncology BU) | Senior Manager | May 2011–Dec 2013 | Oncology market/consulting leadership |
| AstraZeneca plc | Oncology Alliance Manager; Senior Scientific Manager | Sep 2005–May 2011 | Oncology alliances and scientific program management |
External Roles
No public company directorships disclosed for Dr. Benzeno in the latest proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | 456,250 | 475,000 | 475,000 |
| Target annual bonus (% of salary) | — | — | 50% |
| Actual annual bonus paid ($) | 210,781 | 151,406 | 240,469 |
| Corporate performance factor | — | — | 105% |
| Individual performance factor | — | — | 90% |
Notes:
- 2024 incentives weighted 75% corporate/25% individual for NEOs; payout funded at 105% corporate; Dr. Benzeno’s individual factor 90% .
Performance Compensation
Annual incentive metrics and outcomes (2024)
| Metric category | Weight | Target framework | Outcome | Payout contribution |
|---|---|---|---|---|
| Financial: MRD Revenue | 30% | Threshold $130M; target $140M; stretch $150M | Achieved $146M | 30% |
| Financial: Cash burn | 15% | Path-to-profitability aligned | Achieved | 15% |
| Strategic review | 15% | Complete reorg to MRD and IM | Achieved | 15% |
| MRD: Diagnostics & Clinical Testing | 15% | Volume/booking metrics | Achieved | 15% |
| Immune Medicine: Discovery & Pipeline | 25% | 4 qualitative milestones | 3 of 4 achieved | 20% |
| Employee retention “kicker” | 10% | Voluntary turnover target | Achieved | 10% |
| Total corporate factor | 105% |
Equity awards detail (grants and vesting)
| Grant date | Instrument | Shares/Units | Exercise price | Fair value ($) | Vesting schedule |
|---|---|---|---|---|---|
| 3/4/2024 | RSU | 132,979 | — | 530,586 | 25% on 3/4/2025, then 3 equal monthly installments thereafter |
| 3/4/2024 | Stock Option (NQ) | 199,549 | 3.99 | 545,607 | 25% on 3/4/2025; balance in 36 equal monthly installments; 10‑year term typical |
| 3/6/2023 | RSU (unvested bal. at 12/31/24) | 99,735 | — | — | RSUs: 25% on 3/4/2024, then 3 equal annual installments thereafter |
| 3/6/2023 | Stock Option | 87,302 (exercisable), 112,247 (unexercisable) | 8.46 | — | Options: 25% on 3/4/2024; then monthly over 36 months |
| 3/4/2022 | RSU (unvested bal. at 12/31/24) | 41,186 | — | — | RSUs: 25% on 3/4/2023, then 3 equal annual installments thereafter |
| 3/4/2022 | Stock Option | 141,577 (exercisable), 64,354 (unexercisable) | 12.14 | — | Options: 25% on 3/4/2023; then monthly over 36 months |
Notes:
- In 2024, ADPT expanded PSU usage for select executives; Dr. Benzeno’s 2024 equity mix was RSUs and Options (no 2024 PSUs granted to her) .
- Company-wide PSU payout grid (for PSU recipients) is rTSR vs S&P Biotech Select peers: 0% <33rd, 50% at 33rd, 100% at 50th, 200% at ≥75th; if company rTSR is negative, caps at 100% of target .
Equity Ownership & Alignment
Beneficial ownership (as of April 1, 2025)
| Holder | Total shares beneficially owned | % of class | Composition detail |
|---|---|---|---|
| Sharon Benzeno, PhD | 635,402 | <1% | Includes 539,470 options exercisable within 60 days of 4/1/2025 |
- Shares outstanding used for ownership %: 151,916,722 as of 4/1/2025 (basis for proxy ownership table) .
- Executive stock ownership guidelines: 1x base salary; counting direct holdings and unvested RSUs (50% haircut). Non‑compliant executives must hold at least 50% of net shares from vestings/exercises until compliant .
- Hedging/pledging prohibited by insider trading policy; grants subject to trading windows and pre-clearance, with awards typically approved in January and granted in March post-earnings .
Outstanding equity (position-specific, 12/31/2024)
| Award | Grant date | Exercisable | Unexercisable | Exercise price | Unvested RSUs | RSU value basis |
|---|---|---|---|---|---|---|
| Stock Option | 4/25/2017 | — | 834 | 6.27 | — | — |
| Stock Option | 2/7/2018 | — | 20,834 | 6.55 | — | — |
| Stock Option | 10/1/2018 | 49,480 | — | 6.55 | — | — |
| Stock Option | 2/7/2019 | 34,375 | — | 7.27 | — | — |
| Stock Option | 2/13/2020 | 47,396 | — | 31.71 | — | — |
| Stock Option | 3/4/2021 | 53,656 | 3,578 | 43.68 | 5,724 | $34,315 (at $6.00) |
| Stock Option | 3/4/2022 | 141,577 | 64,354 | 12.14 | 41,186 | $246,910 (at $6.00) |
| Stock Option | 3/6/2023 | 87,302 | 112,247 | 8.46 | 99,735 | $597,911 (at $6.00) |
| Stock Option | 3/4/2024 | — | 199,549 | 3.99 | 132,979 | $797,209 (at $6.00) |
Notes:
- RSU market values in table reflect $6.00 closing price on 12/31/2024, per proxy methodology .
- Time‑based awards accelerate on double‑trigger CIC; see Employment Terms .
Employment Terms
- Employment: Amended and restated employment agreement; at‑will .
- Severance (non‑CIC): If terminated without Cause or resigns for Good Reason, cash severance equals 6 months base salary and 6 months COBRA, plus accrued benefits (subject to release) .
- Change‑in‑Control (double‑trigger within the CIC window): If terminated without Cause or for Good Reason during the 15‑month CIC period, receives 12 months base salary + 1.0x target annual cash incentive, 12 months COBRA, immediate vesting of all solely time‑based unvested equity, plus accrued benefits (subject to release) .
- PSUs: 2024 PSU provisions disclosed for PSU recipients (CEO, CSO, CFO, President/COO) include rTSR determination at CIC; if assumed, convert to time‑based Post‑CIC award with acceleration if terminated without Cause/for Good Reason within 1 year post‑CIC; Dr. Benzeno did not receive a 2024 PSU grant .
- Insider trading policy: Prohibits hedging and pledging; governs grant timing and trading windows .
- Stock ownership guidelines: Executives at 1x base salary as noted above .
Investment Implications
- Pay-for-performance and equity mix: In 2024, Dr. Benzeno’s long-term incentive was split between RSUs and stock options (no PSUs), creating both retention value (RSUs) and upside leverage (options at $3.99 strike), which aligns interests with shareholders if execution in Immune Medicine translates to TSR recovery; vesting begins March 4, 2025 and continues monthly/annually thereafter, potentially adding supply around vest dates subject to trading windows .
- Retention and CIC economics: Standard market severance (6 months base; 12 months plus 1x bonus on double-trigger CIC) and full acceleration of time‑based equity upon CIC termination support retention through strategic scenarios without excessive parachute risk; no tax gross‑ups disclosed .
- Alignment and risk controls: Ownership guideline (1x salary), hedging/pledging prohibitions, and controlled grant timing reduce governance risk around insider sales or misalignment; Say‑on‑Pay support of 87.1% indicates current program acceptability among shareholders .
- Operating/TSR context: MRD growth (42% YoY) and reimbursement tailwinds are positives, while company TSR remained weak in 2024; execution in Immune Medicine commercialization under Dr. Benzeno’s remit is a lever for value creation but TSR linkage underscores performance sensitivity of equity awards .
Citations:
- Company/financial and governance data from ADPT 2025 DEF 14A (filed 4/29/2025) and referenced 8‑Ks as cited above .
- CFO transition and compensation context from 8‑K filings (April 2 and April 9, 2024) .