Adam Craig

About Adam Craig

Adam R. Craig, M.D., Ph.D., was appointed Executive Chairman and Board Chair of X4 Pharmaceuticals effective August 12, 2025; he serves on a part-time basis (approximately 24 hours per week) and is the company’s Principal Executive Officer for SEC certifications . Prior roles include President & CEO of CTI BioPharma (appointed March 2017), CMO/EVP at Sunesis (2012–2016), and CMO/SVP at Chemgenex (2008–2012) . In Q3 2025, under the new leadership team, X4 executed two financings totaling $240.3M and announced a strategic shift prioritizing the 4WARD Phase 3 chronic neutropenia trial, extending cash runway to end of 2028 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes:

• No explicit quantitative performance metrics (e.g., revenue, TSR, EBITDA) are tied to Adam Craig’s bonus in the employment agreement; the award is discretionary based on Executive and Company performance .
• Equity awards are at the Board’s discretion; grant sizes, vesting schedules, and performance criteria (if any) are not disclosed in the 10-Q exhibit .

Equity Ownership & Alignment

Employment Terms

Board Governance

• Role and independence: Adam Craig is both Executive Chairman and Board Chair, a dual role that reduces board independence relative to X4’s prior structure that emphasized an independent Chairman .
• Committee memberships: No committee assignments disclosed for Adam Craig. Audit Committee membership changes in Aug 2025: Michael Wyzga appointed Chair; Francoise de Craecker and Gary Bridger appointed members after McGirr and Woods resigned . Compensation and Nominating committees remained composed of independent directors per proxy; no indication of Craig’s participation .
• Director compensation policy: Employee directors do not receive additional director fees beyond executive compensation (as applied to CEO in 2024) .

Say-on-Pay & Shareholder Feedback

Compensation Structure Analysis

• Increased cash guarantees: Base salary plus a $120,000 deferred cash bonus added for retention during transition and financing milestones .
• Discretionary bonus without defined KPIs: Annual bonus is discretionary with no disclosed quantitative performance metrics (e.g., TSR, revenue, trial enrollment), reducing formal pay-for-performance linkage .
• Equity alignment: Eligible for equity awards; however, the severance provides immediate accelerated vesting of all unvested equity upon termination without Cause or for Good Reason, which can dilute retention incentives post-termination .
• Pledging/hedging risk mitigants: Strict prohibition reduces alignment risks from hedging or collateralization of shares .
• Clawback protection: Compliant with Nasdaq rules, recouping incentive pay tied to financial metrics after restatements .

Risk Indicators & Red Flags

• Governance concentration: Dual role (Executive Chairman + Board Chair) reduces independent oversight versus prior independent chair model .
• Accelerated vesting: Full acceleration on termination (without Cause/for Good Reason) may create exit incentives; not explicitly contingent on change-in-control double trigger .
• Discretionary bonus design: Absence of disclosed objective metrics lowers pay-for-performance transparency .
• Positive mitigants: Clawback policy and anti-hedging/pledging policy improve alignment and risk control .

Expertise & Qualifications

• Education: Medical and doctoral degrees (University of London and Leeds University) and MBA (Open Business School); Member of the Royal College of Physicians (U.K.) .
• Industry: >25 years in hematology/oncology and rare diseases; prior CEO/CMO roles and development leadership at multiple biopharma companies .

Work History & Career Trajectory

Compensation Committee Analysis

• Composition: Compensation Committee comprised of independent directors (Dr. Stewart—Chair, Ms. de Craecker, Mr. Wyzga) as of Jan 1, 2024 .
• Consultant: Alpine Rewards advised on director and executive compensation; Committee assessed independence; no conflicts reported .

Director Compensation (Board-wide context)

Board Service History and Committee Roles (Adam Craig)

• Board appointment: Executive Chair and Board Chair effective Aug 12, 2025 .
• Committee service: None disclosed; Audit chair assigned to Michael Wyzga in Aug 2025; membership changes noted post director resignations (McGirr and Woods) .
• Dual-role implications: Combination of Chair and executive officer roles can raise independence concerns versus prior independent chair model emphasized by the Board .

Investment Implications

• Alignment: Base pay and discretionary bonus without disclosed KPIs limit pay-for-performance clarity; however, clawback and anti-hedging/pledging policies mitigate misalignment risks .
• Retention risk: Deferred bonus ($120k) and severance (18 months’ base plus pro-rata bonus, accelerated equity) support near-term retention but full acceleration on termination reduces post-termination risk of unvested equity .
• Governance: Dual role as Executive Chairman and Board Chair concentrates oversight; independent committees remain in place, but prior independent chair rationale no longer applies, warranting monitoring of board processes and investor feedback .
• Execution: Craig’s prior turnaround and financing experience supported X4’s 2025 restructurings and capital raises; focus on 4WARD Phase 3 enrollment and timeline to potential sNDA underpin value creation outlook .