Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Ameet Mallik | $776,084 | $0 | $1,046,500 | $0 | $582,063 | $0 | $48,503 | $2,453,150 |
| Chief Executive Officer | ||||||||
| Mohamed Zaki | 690,121 | 0 | 370,300 | 0 | 431,325 | 0 | 23,820 | 1,515,566 |
| Chief Medical Officer | ||||||||
| Jose Carmona | 525,208 | 0 | 386,400 | 0 | 328,255 | 0 | 7,140 | 1,247,003 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Ameet Mallik | $2,453,150 | — | — | — |
| Mohamed Zaki | 1,515,566 | — | — | — |
| Jose Carmona | 1,247,003 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Jose Carmona | RSU | 2025-02-13 | — | — | 240,000 | — | $386,400 |
| Ameet Mallik | RSU | 2025-02-13 | — | — | 650,000 | — | 1,046,500 |
| Mohamed Zaki | RSU | 2025-02-13 | — | — | 230,000 | — | 370,300 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Jose Carmona | $386,400 | $0 | $0 | 0.0% |
| Ameet Mallik | 1,046,500 | 0 | 0 | 0.0% |
| Mohamed Zaki | 370,300 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Ameet Mallik | RSU | 650,000 | — | $2,294,500 |
| Jose Carmona | RSU | 240,000 | — | 847,200 |
| Mohamed Zaki | RSU | 230,000 | — | 811,900 |
| Ameet Mallik | Option | 111,246 | 10.95 | — |
| Ameet Mallik | Option | 195,312 | 1.99 | — |
| Jose Carmona | Option | 115,000 | 3.04 | — |
| Mohamed Zaki | Option | 19,444 | 3.59 | — |
The compensation philosophy is designed to reward financial and operational performance, support business strategies, and offer competitive compensation to attract and retain key individuals. It emphasizes a pay-for-performance approach where a significant portion of compensation is variable and linked to Company performance and shareholder value creation.
| CEO STI target (% of salary) | NaN% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pearl Meyer & Partners, LLC |
| Clawback policy | The ADC Therapeutics SA Clawback Policy, enacted in 2023, applies to NEOs and other executive officers. It requires the clawback of incentive-based compensation erroneously awarded during the three years preceding an accounting restatement due to material noncompliance with financial reporting requirements. |
| Anti-hedging | The Insider Trading Policy prohibits directors, officers, and employees from engaging in derivative transactions designed to hedge or speculate on the market value of the company's securities. |
| Anti-pledging | The Insider Trading Policy prohibits directors, officers, and employees from pledging company securities, including purchasing on margin or holding in a margin account, unless authorized by the board. |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | — | 1,254,511,226 | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | — | —a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Annual cash retainer | $45,000 |
|---|---|
| Annual equity retainer | $143,600 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 30,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | ADC Therapeutics Sa | 2025 | Ameet Mallik | $776,084 | $1,046,500 | $0 | $582,063 | $2,453,150 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Ameet Mallik | DEF 14A | 2026-04-20 | 0001140361-26-015491 | Section “Executive Compensation”. As printed: 2,453,150. Filing ↗machine: r2 · c21 · span 371495–371505 |
| 2 | Section 01, Mohamed Zaki | DEF 14A | 2026-04-20 | 0001140361-26-015491 | Section “Executive Compensation”. As printed: 1,515,566. Filing ↗machine: r6 · c21 · span 387422–387432 |
| 3 | Section 01, Jose Carmona | DEF 14A | 2026-04-20 | 0001140361-26-015491 | Section “Executive Compensation”. As printed: 1,247,003. Filing ↗machine: r4 · c21 · span 379434–379444 |
| 4 | Section 03, Jose Carmona RSU | DEF 14A | 2026-04-20 | 0001140361-26-015491 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 377928–377935 |
| 5 | Section 03, Ameet Mallik RSU | DEF 14A | 2026-04-20 | 0001140361-26-015491 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 6 | Section 03, Mohamed Zaki RSU | DEF 14A | 2026-04-20 | 0001140361-26-015491 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 385712–385719 |
| 7 | Section 07, pay ratio | 10-K | 2026-03-10 | 0001628280-26-016491 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 8 | Section 06, 2026 vote | Form 8-K | 2026-04-20 | 0001140361-26-015491 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 9 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 10 | ADC Therapeutics Sa (subject), Section 10b CEO total | DEF 14A | 2026-04-20 | 0001140361-26-015491 | CEO total compensation as printed in ADC Therapeutics Sa's own proxy. As printed: 2,453,150. Filing ↗machine: r2 · c21 · span 371495–371505 |