Independent
Tenure on this board
7.8 yrs
Also a director at
Schrodinger Inc (SDGR)Praxis Precision Medicines Inc (PRAX)
3 nominees · 3 ballot items.
Elect three Class II directors; approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay); and ratify KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Elect three Class II directors (Jeffrey Chodakewitz, M.D.; Steve Dubin, J.D.; Michael Grissinger, MBA) to serve three-year terms expiring at the 2029 annual meeting.
Advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (including the Compensation Discussion and Analysis, compensation tables and narrative).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of Adicet Bio’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative. Management is presenting the vote as part of good corporate governance (and because the Company no longer qualifies as an emerging growth company) to obtain stockholder feedback on pay practices that include base salaries, annual performance-based bonuses, and long‑term equity incentives. The Board and Compensation Committee contend that the compensation program aligns executives’ interests with stockholders through equity awards and performance measures, while providing retention incentives via multi-year vesting schedules; they state their belief that the policies and practices are effective in implementing the Company’s compensation philosophy. The vote is advisory and non-binding, but the Board and Compensation Committee say they will take the outcome into account when making future compensation decisions, so a significant negative vote could prompt changes to pay arrangements or further engagement. Company-specific context includes target bonus percentages and equity grant practices described in the proxy, as well as recent governance actions such as the CEO’s voluntary cancellation of underwater options and a formal compensation recovery (clawback) policy. The management recommendation to vote FOR is therefore framed as an endorsement of the current pay program and its governance processes; shareholders should treat the vote as an indication of support for pay-for-performance direction rather than a contractually binding change. In evaluating this proposal, investors should weigh the structure and magnitude of equity and cash incentives, the company’s stage (clinical-stage R&D with no recurring revenue), and the potential signaling effect of the advisory vote on future compensation governance. If shareholders withhold support, the Board has signaled it will consider modifications and further engagement, though it is not obliged to make any changes due to the non-binding nature of the vote.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RA CAPITAL MANAGEMENT, L.P. | 12.65% | 1,182,624 | $8M |
| 2 | ORBIMED ADVISORS LLCActivist | 11.00% | 1,027,944 | $7M |
| 3 | FRANKLIN RESOURCES INC | 6.70% | 626,571 | $4M |
| 4 | CITADEL ADVISORS LLC | 4.08% | 381,823 | $3M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.60% | 336,524 | $2M |
| 6 | Woodline Partners LP | 3.35% | 313,124 | $2M |
| 7 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.94% | 274,375 | $2M |
| 8 | Prosight Management, LP | 2.68% | 250,244 | $2M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 2.49% | 232,591 | $2M |
| 10 | Stonepine Capital Management, LLC | 2.37% | 221,955 | $2M |
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