Ameet Mallik
Atara BiotherapeuticsAbout Ameet Mallik
Ameet Mallik, 52, has served as an independent director of Atara Biotherapeutics (ATRA) since August 2021; he is currently President & CEO and a director of ADC Therapeutics (since May 2022) and previously served as CEO of Rafael Holdings (May 2021–March 2022) . He is classified as independent under Nasdaq rules; all non-employee directors, including Mallik, were determined independent except the CEO and Chair . Mallik holds a B.S. in Chemical Engineering and an M.S. in Biotechnology from Northwestern University and an M.B.A. from The Wharton School at the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Oncology | EVP & Head, U.S. Oncology | Nov 2017–May 2021 | Led U.S. commercial and medical oncology operations |
| Novartis Oncology | Global Head, Marketing, Value & Access | Nov 2015–Nov 2017 | Global market access and value strategy leadership |
| Novartis Oncology | Head, Latin America & Canada | Apr 2014–Nov 2015 | Regional leadership across LATAM & Canada |
| Sandoz | Head, Biopharmaceuticals & Oncology Injectables | Prior to 2014 (dates not precisely disclosed) | Biopharma and oncology injectables leadership |
| McKinsey & Company | Associate Principal | Prior period (dates not precisely disclosed) | Strategy advisory experience |
| Rafael Holdings | Chief Executive Officer | May 2021–Mar 2022 | CEO transition leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ADC Therapeutics (public company) | President & CEO; Director | Since May 2022 | Oncology company leadership; public company governance |
| Rafael Holdings | CEO; Director | CEO: May 2021–Mar 2022; Director: Jun 2021–May 2022 | Prior public company board service |
| BIO (Biotechnology Innovation Organization) | Health Section Governing Board | Prior role (dates not precisely disclosed) | Industry association governance |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Human Capital Committee; Member, ad hoc Transactions Committee (structuring collaborations/licensing) .
- Independence: Board determined all non-employee directors (including Mallik) are independent under Nasdaq; only the Chair (Touchon) and CEO (Nguyen) are non-independent .
- Attendance and engagement: The Board met seven times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings. Non‑employee directors held eight executive sessions in 2024 .
- Committee activity levels in 2024: Audit (4 meetings), Human Capital (5), Nominating & Corporate Governance (1), Research & Development (0) .
Fixed Compensation
| Component | Annual Amount | 2024 Actual Cash for Mallik | Notes |
|---|---|---|---|
| Board retainer (Director) | $45,000 | $45,000 | Standard director retainer |
| Nominating & Corporate Governance Chair | $10,000 | $10,000 | Chair fee |
| Human Capital Committee (member) | $7,500 | $7,500 | Non-chair member retainer |
| Total Cash Fees | $62,500 | $62,500 | Matches 2024 fees earned |
Performance Compensation
| Equity Component | Grant Date/Policy | Amount/Value | Vesting/Terms |
|---|---|---|---|
| Annual non‑employee director equity (policy) | Policy: stock options + RSUs at 1:1 ratio; aggregate grant date fair value $300,000 | Policy level | Vests in full at next annual meeting; options fully vest on change in control |
| Initial director grant (policy) | Upon joining Board | Options grant date fair value $450,000 (rounded to nearest 500 shares) | Vests annually over 3 years |
| 2024 special RSUs in lieu of annual grant | March 2024 | 150,000 RSUs to each then‑serving non‑employee director | Vests in full at 2025 annual meeting (continued service required) |
| 2024 RSU grant – reported value | 2024 | $104,100 | Aggregate fair value for Mallik’s 2024 stock awards per ASC 718 |
Note: As of 12/31/2024, Mallik had 6,000 RSUs outstanding per the proxy’s director RSU disclosures .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| ADC Therapeutics (CEO & Director) | Oncology focus vs. Atara’s allogeneic T‑cell therapies | No related‑party transactions disclosed with ADC Therapeutics; independence affirmed; monitor for competitive or transaction conflicts via Audit Committee related‑party policy . |
| Rafael Holdings (former CEO; former Director) | Prior role, no current overlap | No ongoing related‑party transactions disclosed . |
Expertise & Qualifications
- Executive leadership and commercialization in oncology; public company governance; M&A/transactions; regulatory/compliance and healthcare industry experience, per Board skills matrix .
- Educational credentials in engineering, biotechnology, and business (Northwestern; Wharton) .
Equity Ownership
| Holder | Direct Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Ameet Mallik | 3,100 | 6,640 | 9,740 | <1% |
- Stock ownership guidelines: non‑employee directors must hold stock equal to 3x base pay; compliance status for individuals (including Mallik) is not disclosed .
- Anti‑hedging/anti‑pledging policy: directors are prohibited from short sales, options, hedging, margin accounts, and pledging of Company stock .
Governance Assessment
-
Strengths
- Independent director with deep oncology commercialization experience; chairs Nominating & Corporate Governance (key for board composition and governance oversight) and serves on Human Capital (compensation oversight), indicating high engagement and influence .
- Attendance threshold met; frequent executive sessions among non‑employee directors suggest active independent oversight .
- Director pay structure is standard: cash retainer plus time‑vested equity that aligns with shareholder outcomes without performance metric gaming; options accelerate on change in control—common market practice and transparent .
- Strong governance policies: anti‑hedging/pledging, stock ownership guidelines, clawback policy for executives, and Audit Committee oversight of related‑party transactions reduce alignment and conflict risks .
-
Watch items / potential risks
- Dual role as CEO/director at ADC Therapeutics increases external time commitments; continue monitoring individual attendance and committee workloads (Board reported all directors ≥75% attendance in 2024) .
- Equity ownership appears modest relative to guidelines (9,740 beneficial shares vs. 3x pay requirement), but individual compliance status is not disclosed; monitor annual guideline reviews and progress .
- No related‑party transactions involving Mallik were disclosed; maintain vigilance via Audit Committee pre‑approval process for any future ADC Therapeutics or other affiliations .
-
Investor signals
- Say‑on‑pay support ~90% at the 2024 meeting and on average over the prior three years, indicating broad investor confidence in compensation governance (context for Human Capital Committee on which Mallik serves) .
- Indemnification agreements in place for directors—standard protection but relevant for litigation exposure awareness .
Board Governance (Committee Detail Table)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 1 | Oversees director evaluations, nominations, governance guidelines, and enterprise risk assessment practices . |
| Human Capital (Compensation) | Member | 5 | Oversees executive and director compensation, equity plans, risk in compensation programs, clawback/ownership policies . |
| Ad hoc Transactions | Member | As needed | Reviews collaborations/licensing transactions with management . |
Fixed Compensation (Director Pay Policy Overview)
| Pay Element | Amount | Applicability |
|---|---|---|
| Board retainer – Director | $45,000 | Standard directors (excl. Lead/Chair) |
| Lead Independent Director | $75,000 | Lead director role |
| Chair of the Board | $85,000 | Board Chair |
| Committee Chair – Audit | $20,000 | Audit Chair |
| Committee Chair – Human Capital | $15,000 | Human Capital Chair |
| Committee Chair – Nominating & Corporate Governance | $10,000 | Nominating Chair |
| Committee Member – Audit | $10,000 | Non‑chair member |
| Committee Member – Human Capital | $7,500 | Non‑chair member |
| Committee Member – Nominating & Corporate Governance | $5,000 | Non‑chair member |
| Committee Member – Research & Development | $5,000 | Non‑chair member |
Performance Compensation (Director Equity Policy)
| Policy Item | Details |
|---|---|
| Initial grant for new directors | Stock options with grant date fair value $450,000 (rounded), vest annually over 3 years . |
| Annual grant for directors | Stock options + RSUs at 1:1 ratio with aggregate grant date fair value $300,000; vests fully at next annual meeting; options fully vest upon change in control . |
| 2024 special action | Committee suspended standard annual grant and awarded 150,000 RSUs to each then‑serving non‑employee director, vesting at the 2025 annual meeting . |
Equity Ownership
| Category | Value |
|---|---|
| Mallik beneficial ownership (total) | 9,740 shares (<1% of outstanding) |
| Breakdown | 3,100 directly held; 6,640 options exercisable within 60 days |
| Director RSUs outstanding (as of 12/31/2024) | 6,000 RSUs for Mallik |
| Ownership guidelines (directors) | 3x base pay; individual compliance not disclosed |
| Anti‑hedging/pledging | Prohibited for directors |
Governance Assessment
- Overall, Mallik strengthens board effectiveness through governance leadership (Nominating Chair), compensation oversight (Human Capital), and transaction expertise (ad hoc committee), with independence affirmed and attendance thresholds met—supportive of investor confidence in oversight quality .
- No related‑party transactions involving Mallik are disclosed; policies require Audit Committee pre‑approval for any such transactions, mitigating conflict risk .
- Compensation mix leans to cash retainer plus time‑vested RSUs; combined with anti‑hedging/pledging and ownership guidelines, alignment mechanisms are in place, though Mallik’s disclosed holdings are modest—monitor guideline compliance and future equity accumulation .