Adrienne Farid
About Adrienne Farid
Adrienne Farid, Ph.D., currently serves as Chief Development Officer and Head of Early Development (since October 2024); previously Chief Operations Officer and Head of Early Development (April 2021–October 2024) and Chief Development Officer (March 2019–April 2021) . She holds a B.A. in biochemistry (Barnard), a Ph.D. in Chemistry (Columbia), and completed a postdoctoral fellowship at Caltech . Age 62 as of the 2024 proxy statement; IPSC disclosed annual corporate goal attainment (not TSR or financial KPIs for pay) of 110% (2021), 100% (2022), 85% (2023), and 105% (2024), with corresponding bonus payouts at the same percentages for NEOs (including Farid) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Century Therapeutics (IPSC) | Chief Development Officer & Head of Early Development | Oct 2024–present | Executive leadership over development and early development functions . |
| Century Therapeutics (IPSC) | Chief Operations Officer & Head of Early Development | Apr 2021–Oct 2024 | Operational leadership and early development oversight . |
| Century Therapeutics (IPSC) | Chief Development Officer | Mar 2019–Apr 2021 | Led development prior to COO expansion . |
| Celgene (BMS) | Corporate VP, Project Leadership & Business Ops, R&ED; VP, Project Leadership, R&ED; prior roles since 2011 | 2011–2019 (VP 2014–2017; Corporate VP 2017–2019) | Project/portfolio leadership in R&ED at a global biopharma . |
| Roche Pharmaceuticals | Global Head, Project & Portfolio Mgmt (pRED); roles in Clinical Research & Exploratory Development; Pharmaceutical & Analytical R&D | 1995–2011 | R&D leadership across discovery to development in pRED . |
| GlaxoSmithKline | Senior Investigator | 1990–1994 | Research leadership early career . |
External Roles
- None disclosed for Farid in IPSC proxies reviewed .
Fixed Compensation
| Year | Base salary ($) | Target bonus % of salary | Actual bonus ($) | Notes |
|---|---|---|---|---|
| 2021 | 416,367 | 40% (employment agreement) | 161,498 | Corporate goals achieved at 110% . |
| 2022 | 456,042 | 40% | 183,876 | Corporate goals achieved at 100% . |
| 2023 | 490,365 | 40% | 166,724 | Corporate goals achieved at 85% . |
| 2024 | 513,050 | 40% | 215,481 | Corporate goals achieved at 105%; 2024 base rate increased to $516,400 effective Mar 1, 2024 . |
Performance Compensation
Annual Incentive Plan Results
| Year | Metric framework | Corporate achievement | Payout vs target | Farid payout ($) |
|---|---|---|---|---|
| 2021 | Pipeline/platform, financing, operations, BD, IP, visibility | 110% | 110% | 161,498 |
| 2022 | Pipeline/platform, financing, operations, BD, IP, visibility | 100% | 100% | 183,876 |
| 2023 | Pipeline/platform, financing, operations, BD, IP, visibility | 85% | 85% | 166,724 |
| 2024 | Pipeline/platform, manufacturing, BD, financing | 105% | 105% | 215,481 |
IPSC does not disclose weighting by metric for NEO annual incentives; only overall achievement and payouts are provided .
Long-Term Equity Awards (Structure and 2024–2021 Highlights)
| Grant date | Instrument | Shares/units | Exercise price | Vesting schedule |
|---|---|---|---|---|
| 3/7/2024 | Stock options | 146,000 | $5.315 | 25% at 1st anniversary; balance monthly over 36 months . |
| 3/7/2024 | RSUs | 24,000 | — | 25% at 1st anniversary; balance in 12 equal quarterly installments . |
| 2/2/2023 | Stock options | 131,250 total shown in 2023 FYE table (see year-end status below) | $4.64 | 25% at 1st anniversary; balance monthly over 36 months . |
| 1/25/2022 | Stock options | 105,000 | $13.15 | 25% on 1/25/2023; balance monthly over 36 months . |
| 4/16/2021 | Stock options | 207,649 (initial IPO-era grant) | $7.27 | 25% on 6/22/2022; balance monthly over 36 months . |
Outstanding Equity (reference year-ends)
- As of 12/31/2023: Selected awards for Farid included 2019 option (222,655 exercisable at $1.03), 2021 option (129,780 exercisable/77,869 unexercisable at $7.27), 2022 option (50,307 exercisable/54,693 unexercisable at $13.15), 2023 options at $4.64 and RSUs (two 21,875 unit awards), plus a 2020 RSU of 15,462 units; see proxy table for full detail .
- As of 12/31/2024: Farid held, among others, 2024 option (146,000 at $5.315) and 2024 RSUs (24,000); 2023 options (60,152 exercisable/71,098 unexercisable at $4.64) and two 2/2/2023 RSU awards of 12,306 units each; prior 2019/2021/2022 options as disclosed (exercise prices $1.03, $7.27, $13.15, respectively) .
Equity Ownership & Alignment
| As-of date | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| Apr 15, 2025 | 758,737 | * (<1%) | Company-wide ownership table (86,158,758 shares o/s) . |
| Apr 19, 2024 | 559,394 | * (<1%) | Company-wide ownership table (82,404,292 shares o/s) . |
| Apr 15, 2023 | 433,559 | * (<1%) | Company-wide ownership table (59,570,053 shares o/s) . |
- Hedging and pledging are prohibited for executives and directors (no margin accounts; no collars/derivatives; no pledging), reducing alignment risks from collateralized borrowing or short-term hedges .
- RSUs granted to NEOs vest quarterly after year one, creating a predictable cadence of potential share delivery and potential selling windows, subject to blackout/personal circumstances .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement | Executed May 26, 2021; initial base salary $437,800; target bonus 40% of base . |
| Severance (without cause/good reason) | 9 months base salary continuation and company-paid COBRA; prior-year unpaid bonus paid; subject to release . |
| Change-in-control (double trigger; also within 3 months prior) | Salary + COBRA continuation extended to 12 months; lump-sum equal to target annual bonus; all time-based equity awards vest in full on the later of termination or change in control . |
| Restrictive covenants | Proprietary information and assignment agreement with customary non-compete and non-solicit prohibitions; for Farid, restrictions apply for nine months post-termination (severance conditioned on compliance) . |
Compensation Structure Analysis
- Pay mix trends: For 2023→2024, Farid’s base salary rose (from $490,365 to $513,050), while option award grant-date fair value declined (from $836,627 to $547,413) and RSU grant-date fair value declined (from $203,000 to $127,560), indicating some moderation in equity grant sizes year-over-year even as cash elements increased .
- Shift toward RSUs alongside options: Beginning 2023 and continuing 2024, Farid received RSUs in addition to options; RSUs vest 25% at one year then quarterly, increasing line-of-sight value and potentially lowering risk versus options-only structures .
- Annual incentives track corporate outcomes: IPSC used a single corporate achievement scalar without disclosed metric weightings; payouts mirrored achievement at 110% (2021), 100% (2022), 85% (2023), and 105% (2024), supporting pay-for-performance alignment at the aggregate corporate level .
- Potential near-term supply from vesting: The quarterly vest cadence post the first anniversary on RSUs and ongoing monthly option vesting after the first anniversary creates regular windows of incremental vesting that can translate to potential insider selling pressure, subject to trading policies .
Multi-Year Compensation Summary (Extract for Farid)
| Year | Salary ($) | Stock awards ($) | Option awards ($) | Non-equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 513,050 | 127,560 | 547,413 | 215,481 | 13,800 | 1,417,304 |
| 2023 | 490,365 | 203,000 | 836,627 | 166,724 | 13,200 | 1,709,916 |
| 2022 | 456,042 | — | 902,334 | 182,417 | 12,200 | 1,552,993 |
| 2021 | 416,367 | — | 945,301 | 161,498 | 11,600 | 1,534,766 |
Performance Compensation – Equity Detail (Selected “Outstanding” Lines)
| As-of | Grant date | Type | Status | Quantity | Exercise price | Expiration | Vesting note |
|---|---|---|---|---|---|---|---|
| 12/31/2024 | 3/7/2024 | Option | Unexercised | 146,000 | $5.315 | 3/7/2034 | 25% at 1 year; monthly thereafter . |
| 12/31/2024 | 3/7/2024 | RSU | Unvested | 24,000 | — | — | 25% at 1 year; quarterly thereafter . |
| 12/31/2024 | 2/2/2023 | Option | Ex/Unex | 60,152 / 71,098 | $4.64 | 2/2/2033 | 25% at 1 year; monthly thereafter . |
| 12/31/2024 | 2/2/2023 | RSU | Unvested | 12,306; 12,306 | — | — | 25% at 1 year; quarterly thereafter . |
| 12/31/2024 | 1/25/2022 | Option | Ex/Unex | 76,556 / 28,444 | $13.15 | 1/25/2032 | 25% at 1 year; monthly thereafter . |
| 12/31/2023 | 4/16/2021 | Option | Ex/Unex | 129,780 / 77,869 | $7.27 | 4/15/2031 | 25% at first vest date; monthly thereafter . |
| 12/31/2023 | 7/18/2019 | Option | Exercisable | 222,655 | $1.03 | 7/17/2029 | IPO-era early exercise feature noted in policy . |
Risk Indicators & Red Flags
- Hedging/pledging prohibited: Reduces alignment risk from leverage or hedging; no margin accounts or pledges allowed .
- Change-in-control economics: Double-trigger acceleration of time-based equity and 12 months salary+COBRA plus target bonus; retention-positive but creates potential windfall optics if triggered near equity inflection events .
- Regular vest cadence: Quarterly RSU and monthly option vesting can create periodic liquidity opportunities for insiders, which investors may monitor via Form 4s alongside blackout policies .
Expertise & Qualifications
- Education and training: B.A. biochemistry (Barnard), Ph.D. Chemistry (Columbia), postdoctoral fellowship (Caltech) .
- Domain experience: Senior roles across Celgene/BMS R&ED project leadership; Roche pRED project/portfolio leadership; GSK research leadership; multi-decade R&D and development leadership relevant to cell and gene therapy .
Investment Implications
- Pay-for-performance linkage is present at the corporate level (bonuses scale with corporate goal attainment), but the proxy does not disclose granular metric weightings; investors should focus on whether disclosed pipeline/milestone progress aligns with annual award decisions .
- Equity mix includes both options and RSUs; the RSU introduction and quarterly vesting schedule after year one increase line-of-sight value and may modestly elevate near-term selling supply relative to options-only structures, though hedging/pledging prohibitions limit misalignment risks .
- Retention risk appears mitigated by severance and change-in-control protections (9–12 months salary+COBRA, target bonus on CoC, and acceleration of time-based equity), alongside multi-year vesting across recent grants; however, investors should monitor Form 4 activity around vest dates for potential selling pressure .
- Ownership has increased year-over-year (433,559 in 2023; 559,394 in 2024; 758,737 in 2025), but remains <1% of shares outstanding, typical for mid-cap biotech NEOs; absolute share ownership provides some alignment, though incentive outcomes will be driven primarily by future equity performance and vesting .
Document sources: 2022–2025 DEF 14A proxy statements and a 2024 8-K (executive comp policies and appointments), with citations inline.