Brian Adams
About Brian Adams
Brian R. Adams is Chief Legal Officer and Secretary of Relay Therapeutics, having served in this role since January 2022, and previously as General Counsel and Secretary from March 2018 to January 2022; he is 51 years old as of April 8, 2025 and holds a B.A. from Harvard University and a J.D. from Catholic University of America’s Columbus School of Law . The company reported achievement of 100% of its 2024 corporate goals for annual bonuses, and the compensation committee determined 2024 performance-based RSUs earned at 98% of target for named executive officers, including Adams, indicating pay-for-performance calibration in the latest year . Relay’s program explicitly prohibits hedging, pledging, short selling or margin calls of equity, reinforcing alignment between executives and shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Relay Therapeutics | General Counsel & Secretary | Mar 2018 – Jan 2022 | Not disclosed |
| Keryx Biopharmaceuticals, Inc. | SVP, General Counsel & Secretary | Mar 2014 – Mar 2018 | Not disclosed |
| Algeta ASA | General Counsel | Mar 2012 – Mar 2014 | Not disclosed |
External Roles
None disclosed for Adams in the proxy .
Fixed Compensation
Multi-year compensation summary for Brian R. Adams:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $420,000 | $440,000 | $455,400 |
| Stock Awards ($) | $800,323 | $1,588,054 | $3,713,903 |
| Option Awards ($) | $1,057,117 | $2,295,006 | — |
| Non-Equity Incentive Plan Compensation ($) | $168,000 | $176,000 | $182,160 |
| All Other Compensation ($) | $10,534 | $11,715 | $13,800 |
| Total ($) | $2,455,974 | $4,510,775 | $4,365,263 |
2024 annual cash incentive (Executive Bonus Plan):
| Name | Target Award (% of 2024 Base Salary) | 2024 Target Award Opportunity ($) | 2024 Actual Cash Incentive Payment ($) | 2024 Actual Payment (% of Target) |
|---|---|---|---|---|
| Brian R. Adams | 40% | $182,160 | $182,160 | 100% |
Performance Compensation
2024 equity grants and outcomes:
| Grant Type | Grant Date | Target/Units | Grant Date Fair Value ($) | Performance Metric | Outcome | Vesting |
|---|---|---|---|---|---|---|
| Time-Based RSUs | Jan 16, 2024 | 200,000 RSUs | $2,172,000 | N/A (time-based) | N/A | 50% on/around 1-year anniversary of grant date; remaining 50% in 4 equal quarterly installments thereafter |
| Performance-Based RSUs | Jan 16, 2024 | 141,980 RSUs (target) | $1,541,903 | 2024 Performance Criteria (committee-determined) | Earned at 98% of target; 139,141 RSUs earned | 50% vests on business day following determination; remaining 50% vests in 4 equal quarterly installments thereafter |
Key 2023 performance-based awards (price hurdle):
| Award Type | Grant Date | Target/Units | Exercise/Reference Price | Expiration | Performance Condition | Status as of Proxy | Vesting Mechanics |
|---|---|---|---|---|---|---|---|
| Performance Stock Options | Jan 17, 2023 | 73,220 options (unearned) | $20.45 | Jan 16, 2033 | Stock price ≥ $35 for 15 consecutive trading days on or before Jan 17, 2026 | Not met as of proxy | Upon achievement, vests in 12 equal quarterly installments starting Apr 27, 2023 with catch-up of missed installments |
| Performance RSUs | Jan 17, 2023 | 36,610 RSUs (unearned) | N/A | N/A | Same stock price hurdle as above | Not met as of proxy | Same 12-installment quarterly vesting with catch-up upon achievement |
2024 vesting activity:
| Name | Option Awards: Shares Acquired on Exercise (#) | Option Awards: Value Realized on Exercise ($) | Stock Awards: Shares Acquired on Vesting (#) | Stock Awards: Value Realized on Vesting ($) |
|---|---|---|---|---|
| Brian R. Adams | — | — | 25,990 | $196,421 |
Equity Ownership & Alignment
Beneficial ownership (as of April 8, 2025; 170,488,817 shares outstanding):
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Brian R. Adams | 638,775 | <1% (*) | 165,565 common shares; 425,313 options vested/exercisable within 60 days; 47,897 RSUs vesting within 60 days |
Outstanding equity awards (as of Dec 31, 2024; market price $4.12):
| Award | Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| Stock Option | Mar 23, 2018 | 140,786 | — | $4.12 | Mar 22, 2028 | — | — |
| Stock Option | Apr 23, 2019 | 49,283 | — | $5.04 | Apr 22, 2029 | — | — |
| Stock Option | Mar 2, 2020 | 16,897 | — | $5.22 | Mar 1, 2030 | — | — |
| Stock Option | Mar 2, 2020 | 50,691 | — | $5.22 | Mar 1, 2030 | — | — |
| Stock Option | Mar 26, 2021 | 29,756 | 1,984 | $34.25 | Mar 25, 2031 | — | — |
| RSU (time-based) | Mar 26, 2021 | — | — | — | — | 992 | $4,087 |
| Stock Option | Jan 27, 2022 | 53,996 | 24,544 | $20.38 | Jan 26, 2032 | — | — |
| RSU (time-based) | Jan 27, 2022 | — | — | — | — | 12,272 | $50,561 |
| Stock Option | Jan 17, 2023 | 42,713 | 54,917 | $20.45 | Jan 16, 2033 | — | — |
| RSU (time-based) | Jan 17, 2023 | — | — | — | — | 27,459 | $113,131 |
| Performance Stock Option (unearned) | Jan 17, 2023 | — | 73,220 | $20.45 | Jan 16, 2033 | — | — |
| Performance RSU (unearned) | Jan 17, 2023 | — | — | — | — | 36,610 | $150,833 |
| Time-Based RSU | Jan 16, 2024 | — | — | — | — | 200,000 | $824,000 |
| Performance RSU (target) | Jan 16, 2024 | — | — | — | — | 141,980 | $584,958 |
Vesting schedules:
- Standard time-based awards vest in 16 equal quarterly installments following the vesting commencement date, unless otherwise specified .
- 2024 time-based RSUs vest 50% on or around the one-year anniversary of grant and the remaining 50% in 4 equal quarterly installments .
- 2024 performance-based RSUs earned at 98% of target; 50% vest immediately following determination and remaining 50% in 4 equal quarterly installments .
- 2023 performance awards (options and RSUs) require stock price ≥ $35 for 15 consecutive trading days by Jan 17, 2026; not met as of proxy; upon achievement, vest in 12 equal quarterly installments with catch-up for missed installments .
Alignment and hedging/pledging:
- Company prohibits hedging, pledging, short selling or margin calls of equity for executives .
- Option awards are substantially out-of-the-money versus the $4.12 closing price on Dec 31, 2024, limiting near-term monetization; strikes of $20.38, $20.45 and $34.25 exceed market price .
Employment Terms
Employment agreements (other NEOs, including Adams):
- Outside change-in-control period: if terminated without cause or resigns for good reason, entitled to 12 months of base salary plus target bonus opportunity (prorated), payable over 12 months, and employer portion of COBRA premiums for up to 12 months, subject to separation agreement and release .
- Within change-in-control period: if terminated without cause or resigns for good reason, entitled to lump-sum payment equal to current base salary plus target bonus opportunity, employer portion of COBRA for up to 12 months, and accelerated vesting of all time-based stock options and other time-based stock-based awards, effective upon termination/release .
- Change-in-control period defined as the period beginning in anticipation of, and ending 12 months after, a change in control of the company .
Estimated potential payments (assuming event on Dec 31, 2024; $4.12 price):
| Scenario | Cash Severance ($) | Healthcare Continuation ($) | Acceleration of Equity ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause (not in CoC) | $637,560 | $24,506 | — | $662,066 |
| Resignation for good reason (not in CoC) | $637,560 | $24,506 | — | $662,066 |
| Termination without cause (in CoC) | $637,560 | $24,506 | $991,779 | $1,653,845 |
| Resignation for good reason (in CoC) | $637,560 | $24,506 | $991,779 | $1,653,845 |
Additional governance of compensation program:
- “Double trigger” change-in-control protection for executive officers .
- No tax gross-ups (unless provided under standard relocation practice) .
Investment Implications
- Strong pay-for-performance calibration: 2024 corporate goals at 100% and 2024 PSUs earned at 98% of target, with performance equity vesting schedules that pace realizable pay over time; the 2023 $35 price-hurdle PSUs remain unearned, tying significant upside to long-term TSR recovery .
- Limited near-term selling pressure from options: most outstanding options carry strikes of $20.38–$34.25 versus $4.12 year-end price, reducing incentive to exercise/sell; 2024 RSU structures created large vesting events in early 2025 (50% of time-based RSUs around Jan 16, 2025 and 50% of earned PSUs immediately post determination), which are the primary cadence to monitor for potential selling activity .
- Alignment safeguards: explicit prohibition on hedging/pledging mitigates misalignment risk; beneficial ownership for Adams is under 1% but includes a sizable number of vested options and near-term vesting RSUs, indicating exposure but not concentration risk relative to total shares outstanding .
- Retention economics: outside CoC, one year of salary plus target bonus and 12 months COBRA; inside CoC, lump-sum salary plus target bonus and time-based equity acceleration. These terms are standard and should support retention while avoiding excessive parachutes; monitoring change-in-control exposure is prudent given full acceleration of time-based awards under double-trigger conditions .