ADC THERAPEUTICS SA (ADCT)
Sector: Health Care
2026 Annual Meeting Analysis
ADC THERAPEUTICS SA · Meeting: June 1, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Reelecting Nominees to the Board of Directors
Squarer has served as Chair since April 2020; ADCT's 3-year stock return of +95% outperforms the peer group median by +34.2 percentage points, well below the 65-point threshold required to trigger a no vote, and no overboarding, attendance, or independence issues are present.
Azelby joined in June 2023, giving him roughly three years of tenure; TSR performance does not trigger a no vote, and he holds three outside public board seats (Autolus, Cardinal Health, Terns), which is within the four-seat limit, with no independence or attendance concerns.
Bizzari joined in June 2022 and has relevant oncology and clinical development experience; TSR trigger does not apply given strong outperformance versus the peer group, and no attendance, independence, or overboarding issues are identified.
Coughlin joined in June 2025, which is within the 24-month new-director exemption window, making him automatically exempt from the TSR trigger; he is a CPA with relevant biotech CFO experience and serves on two outside public boards, within limits.
Hug has served since June 2019 and brings extensive pharmaceutical executive experience; ADCT's 3-year TSR of +95% outperforms the peer group median (+34.2pp gap versus the 65pp trigger threshold), and no overboarding, attendance, or independence concerns are present.
Mallik serves as CEO and director since 2022; as an executive director he is subject to the same TSR trigger as other directors, but ADCT's strong 3-year outperformance versus the peer group (+34.2pp, well below the 65pp threshold) means no trigger fires, and this determination is independent of the Say on Pay vote.
Monges joined in June 2021 and has deep pharmaceutical CFO experience; the TSR trigger does not apply given the company's strong peer outperformance, and she holds no disqualifying number of outside board seats with no attendance concerns.
Rivers has served since June 2018 and brings biotech venture and corporate development expertise; ADCT's 3-year TSR substantially outperforms the peer group median, so the TSR trigger does not fire, and no overboarding or attendance issues are present.
Sandor has served since April 2020 and brings strong oncology clinical development credentials; the peer group TSR comparison shows ADCT outperforming by +34.2pp against a 65pp trigger threshold, and no overboarding, attendance, or independence issues are identified.
All nine director nominees pass policy screens. ADCT's 3-year stock return of +95% outperforms the disclosed compensation peer group median by +34.2 percentage points, comfortably below the 65-point threshold required to trigger a no vote for a company with strong positive returns. No director is overboarded, no attendance issues were disclosed (all directors attended at least 75% of meetings), audit committee members have appropriate financial expertise, and independence designations appear consistent with disclosed relationships. Timothy Coughlin, who joined in June 2025, falls within the 24-month new-director exemption. The vote is FOR all nominees.
Say on Pay
✓ FORCEO
Ameet Mallik
Total Comp
$2,453,150
Prior Support
87.9%%
CEO Ameet Mallik received total compensation of $2,453,150 in 2025, which is reasonable for a biotech CEO at ADCT's approximately $540 million market cap, and the prior say-on-pay vote received strong support of 87.9%, well above the 70% threshold that would require a response. Pay mix is appropriate: base salary of $776,084 represents about 32% of total compensation, with the majority in variable pay (equity awards and performance-based cash bonus), satisfying the policy requirement that fixed pay not exceed 40% of total. The annual bonus was paid at 125% of target, tied to measurable performance goals including revenue targets and clinical milestones, and ADCT's 3-year stock return of +95% outperforms the XBI — SPDR S&P Biotech ETF by +22.4 percentage points and the peer group median by +34.2 percentage points, supporting the conclusion that above-target incentive pay is aligned with shareholder outcomes. A meaningful clawback policy consistent with Dodd-Frank requirements is in place.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers SA
Tenure
11 yrs
Audit Fees
$1,226,000
Non-Audit Fees
$17,000
Non-audit fees (tax fees of $17,000) represent only about 1.4% of audit fees ($1,226,000), far below the 50% threshold that would raise independence concerns. PwC has served since 2015, giving approximately 11 years of tenure, well below the 25-year threshold. No material financial restatements are disclosed, and PwC is a Big Four firm appropriate for a company of ADCT's size and complexity.
Overall Assessment
The 2026 ADCT annual meeting ballot presents a clean governance picture: the company's stock has delivered a 3-year return of +95%, outperforming both the XBI — SPDR S&P Biotech ETF and the disclosed peer group median by wide margins, which supports FOR votes on all nine director nominees and on Say on Pay for CEO Ameet Mallik, whose $2.45 million total compensation is appropriately structured with variable pay comprising the majority. The auditor PricewaterhouseCoopers SA passes all policy screens with a non-audit fee ratio of under 2% and roughly 11 years of tenure, well below policy thresholds.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing