Adrian Rawcliffe
Wave Life SciencesAbout Adrian Rawcliffe
Adrian Rawcliffe (age 53 as of June 6, 2025) is an independent director of Wave Life Sciences (WVE) since February 2017. He serves as Audit Committee Chair and qualifies as an “audit committee financial expert,” reflecting deep finance and operating experience from senior roles at GSK and as CEO/CFO of Adaptimmune; he holds a B.Sc. in Natural Sciences (Durham) and trained with ICAEW .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline (GSK) | SVP Finance, North America Pharmaceuticals & Global Franchises | 2011–2015 | Senior finance leadership across major franchises |
| GlaxoSmithKline (GSK) | SVP, Worldwide BD & R&D Finance | 2006–2011 | Structured BD/R&D finance, transactions |
| GlaxoSmithKline (GSK) | VP, BD Transactions & Ventures | 2003–2005 | Led transactions/ventures |
| GlaxoSmithKline (GSK) | VP, Deal Structuring | 2001–2003 | Complex deal structuring |
| SR One Ltd. | President & Managing Partner | 2005–2006 | Venture investing for GSK affiliate |
| Coopers & Lybrand (PwC) | Supervisor | 1993–1997 | Chartered accountancy training (ICAEW) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adaptimmune Therapeutics plc | Chief Executive Officer; Director | Since Sept 2019 | Public clinical-stage biotech; also board member of Adaptimmune Ltd. |
| Adaptimmune Therapeutics plc | Chief Financial Officer | 2015–Sept 2019 | Transitioned to CEO |
Board Governance
- Independence status: Independent director under Nasdaq rules .
- Chair/committee roles:
- Audit Committee: Chair; financial literacy and “audit committee financial expert” designation .
- Compensation Committee: Member .
- Attendance: Board met 4x and committees 18x in 2024; no director attended fewer than 75% of meetings of the Board and committees on which they served . Audit (7 meetings), Compensation (4), Nominating & Corporate Governance (4), R&D (3) .
- Board leadership: Independent Chair (Christian Henry); executive sessions of independent directors held per Corporate Governance Guidelines .
- Risk oversight: Audit Committee covers financial reporting, IT/data privacy, cybersecurity; Compensation Committee oversees compensation risk; Nominating oversees governance/human capital .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 7 |
| Compensation | Member | 4 |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 66,250 | Earned under 2024 Non-Employee Director Compensation Policy |
2024 Director cash framework: Board $40,000; Audit Chair $20,000; Compensation Committee member $7,500; others per policy . 2025 proposed policy increases non-chair director retainer to $45,000; other committee fees unchanged .
Performance Compensation (Director)
| Grant Date | Instrument | Amount | Exercise Price | Vesting |
|---|---|---|---|---|
| Aug 12, 2024 | Options | 32,230 shares | $5.37 | 100% vests by earlier of 2025 AGM or first anniversary (annual grant terms); two-year schedule applies to “initial/refresh” grants |
| Aug 12, 2024 | RSUs | 16,115 shares | — | 100% vests by earlier of 2025 AGM or first anniversary (annual grant terms) |
| Year | Share Awards Fair Value ($) | Option Awards Fair Value ($) | Total Equity ($) |
|---|---|---|---|
| 2024 | 86,538 | 100,303 | 186,841 |
2025 director equity policy (proposed): Annual grant increases to options (76,200 shares) and RSUs (12,700); initial/refresh grants sized higher to offset Singapore’s 5-year option term limitation for non-employee directors .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Adaptimmune Therapeutics plc | Public | Operating CEO while serving on WVE Board; sector overlap in biotech but no WVE-related party transaction disclosed |
| Adaptimmune Ltd. | Private | Subsidiary directorship (non-public) |
- Related party transactions disclosed at WVE involve RA Capital, GSK, SNBL, and Verdine consulting; none name Rawcliffe as a related party participant .
Expertise & Qualifications
- Finance/operator background: Former GSK SVP Finance; former CFO/CEO in public biotech; ICAEW chartered accountancy training; “audit committee financial expert” designation .
- Industry experience: Global pharma/biotech operations, BD, R&D finance; extensive corporate development .
- Education: B.Sc. Natural Sciences (Durham) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| Adrian Rawcliffe | 166,845 | <1% | 150,730 options exercisable within 60 days; 16,115 RSUs vesting within 60 days |
- Aggregate number of shares subject to options (as of Dec 31, 2024): 150,730 .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors .
- Insider trading: Transactions by covered persons must be conducted via Rule 10b5-1 trading plans; Board/committees approve any Company transactions in Company securities case-by-case .
Governance Assessment
- Board effectiveness: Rawcliffe strengthens oversight as Audit Chair and financial expert; committee workload and attendance metrics suggest engagement (≥75%) .
- Alignment and compensation: 2024 director mix balanced between cash fees and equity (options/RSUs), with updated 2025 policy addressing Singapore option term constraints—supports retention and alignment without repricing allowances; clawback policy in place for incentive recoupment .
- Independence/conflicts: Designated independent; no related party transactions disclosed involving Rawcliffe; prior GSK employment noted while WVE maintains a GSK collaboration, but no current personal conflict disclosed .
- Shareholder signals: 2024 say‑on‑pay approved with >99% support, indicating broad investor confidence in WVE’s pay practices and governance; independent Chair structure further supports oversight .
- RED FLAGS: None disclosed specific to Rawcliffe (no pledging, no hedging, no related party transactions, no attendance issues). Potential time-commitment consideration exists with concurrent public-company CEO role, but Nominating & Governance Committee reviewed directors’ commitments and found them consistent with guidelines .
Overall, Rawcliffe brings seasoned finance and operating expertise to WVE’s Board, chairs a robust Audit function (including cybersecurity oversight), and maintains independence with modest WVE equity exposure under strict anti-hedging/pledging policies—positive for investor confidence .