UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

ADC Therapeutics SA

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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ADC Therapeutics SA

Biopôle, Route de la Corniche 3B

1066 Epalinges

Switzerland

NOTICE OF THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date and Time: June 3, 2025 at 4:00 AM EDT / 10:00 AM CEST

Location: Biopôle, Route de la Corniche 3B, 1066 Epalinges, Switzerland

Dear Shareholders:

We are pleased to invite you to the 2025 annual general meeting of shareholders (the “Annual Meeting”) of ADC Therapeutics SA (the “Company”) to be held on June 3, 2025, at 4:00 AM EDT / 10:00 AM CEST at the Company’s headquarters located at Biopôle, Route de la Corniche 3B, 1066 Epalinges, Switzerland.

At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters, all of which are discussed in greater detail in the accompanying proxy statement:

1.	Approving the Company’s management report, annual financial statements and consolidated financial statements for the year ended December 31, 2024 (collectively, the “Reports”) and acknowledging the auditors’ reports for the year ended December 31, 2024 (the “Auditors’ Report”).

2.	Approving, on an advisory basis under Swiss law, the Company’s compensation report for the year ended December 31, 2024.

3.	Discharging the members of the board of directors and the executive committee from liability for the year ended December 31, 2024.

4.	Approving the appropriation of the financial results for the year ended December 31, 2024 by carrying forward the loss resulting from such year.

5.	Electing and reelecting nominees to the board of directors.

6.	Reelecting nominees to the compensation committee of the board of directors.

7.	Reelecting PHC Notaires, in Lausanne, Switzerland, as the independent proxy.

8.	Reelecting PricewaterhouseCoopers SA as the auditors.

9.	Approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee.

10.	Approving, on an advisory basis under U.S. law, the compensation paid to our named executive officers.

11.	Approving an amendment to increase the number of shares authorized under 2019 Equity Incentive Plan.

12.	Approving amendments to article 4b of the articles of association to increase the Company’s conditional share capital for employee participation.

We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on April 9, 2025, are entitled to notice of and vote at the Annual Meeting or any postponement(s) or adjournment(s) of the Annual Meeting.

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Under U.S. Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to make our proxy materials available to all of our shareholders over the Internet. We will be able to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 24, 2025, we will commence sending to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting, the Reports and the Auditors’ Report. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.

Whether or not you plan to attend the Annual Meeting, it is important that you cast your vote. You may vote over the Internet or by mail. You are urged to vote in accordance with the instructions set forth in the accompanying proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend.

Thank you for your ongoing support of and interest in ADC Therapeutics SA.

By order of the board of directors,

/s/ Ron Squarer

Chair of the board of directors

/s/ Peter J. Graham

Secretary

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INFORMATION ABOUT THE ANNUAL MEETING			2
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE MATTERS			7
EXECUTIVE COMPENSATION			14
DIRECTOR COMPENSATION			30
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			35
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			37
PRINCIPAL ACCOUNTING FEES AND SERVICES			38
AUDIT COMMITTEE REPORT			39
PROPOSAL NO. 1: APPROVING THE COMPANY’S MANAGEMENT REPORT, ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND ACKNOWLEDGING THE AUDITORS’ REPORTS FOR THE YEAR ENDED DECEMBER 31, 2024			40
PROPOSAL NO. 2: APPROVING, ON AN ADVISORY BASIS UNDER SWISS LAW, THE COMPANY’S COMPENSATION REPORT FOR THE YEAR ENDED DECEMBER 31, 2024			41
PROPOSAL NO. 3: DISCHARGING THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE FROM LIABILITY FOR THE YEAR ENDED DECEMBER 31, 2024			42
PROPOSAL NO. 4: APPROVING THE APPROPRIATION OF THE FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2024 BY CARRYING FORWARD THE LOSS RESULTING FROM SUCH YEAR			43
PROPOSAL NO. 5: ELECTING AND REELECTING NOMINEES TO THE BOARD OF DIRECTORS			44
PROPOSAL NO. 6: REELECTING NOMINEES TO THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS			46
PROPOSAL NO. 7: REELECTING PHC NOTAIRES, IN LAUSANNE, SWITZERLAND, AS THE INDEPENDENT PROXY			47
PROPOSAL NO. 8: REELECTING PRICEWATERHOUSECOOPERS SA AS THE AUDITORS			48
PROPOSAL NO. 9: APPROVING, ON A BINDING BASIS UNDER SWISS LAW, THE COMPENSATION OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE			49
PROPOSAL NO. 10: APPROVING, ON AN ADVISORY BASIS UNDER U.S. LAW, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS			50
PROPOSAL NO. 11: APPROVING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES AUTHORIZED UNDER THE 2019 EQUITY INCENTIVE PLAN			51
PROPOSAL NO. 12: APPROVING AMENDMENTS TO ARTICLE 4b OF THE ARTICLES OF ASSOCIATION TO INCREASE THE COMPANY’S CONDITIONAL SHARE CAPITAL FOR EMPLOYEE PARTICIPATION			53
OTHER MATTERS			55

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ADC Therapeutics SA

Biopôle, Route de la Corniche 3B

1066 Epalinges

Switzerland

PROXY STATEMENT

2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date and Time: June 3, 2025, at 4:00 AM EDT / 10:00 AM CEST

Location: Biopôle, Route de la Corniche 3B, 1066 Epalinges, Switzerland

This proxy statement (this “Proxy Statement”) and Notice of 2025 Annual General Meeting of Shareholders are being provided to you in connection with the solicitation of proxies by our board of directors for use at our 2025 annual general meeting of shareholders (the “Annual Meeting”) to be held on June 3, 2025, at 4:00 AM EDT / 10:00 AM CEST at the Company’s headquarters located at Biopôle, Route de la Corniche 3B, 1066 Epalinges, Switzerland.

Shareholders of record at the close of business on April 9, 2025 are invited to attend the Annual Meeting and are entitled to vote on the proposals described in this Proxy Statement.

On or about April 24, 2025, we made available this Proxy Statement and the attached Notice of 2025 Annual General Meeting of Shareholders to all shareholders entitled to vote at the Annual Meeting and we began sending the Notice Regarding the Availability of Proxy Materials to all shareholders entitled to vote at the Annual Meeting. Our Annual Report on Form 10-K for the year ended December 31, 2024, containing our financial statements for the year ended December 31, 2024, accompanies this Proxy Statement and forms part of the proxy materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 3, 2025

This Proxy Statement is not a form for voting and presents only an overview of the proxy materials, which contain important information. You are encouraged to access and view the complete proxy materials before voting. This Proxy Statement and the proxy materials, including our Annual Report on Form 10-K, management report, annual financial statements, consolidated financial statements, auditors’ reports and compensation report for the year ended December 31, 2024, are available for viewing, printing and downloading at ir.adctherapeutics.com/sec-filings/annual-reports-and-proxies/default.aspx. Additionally, you can find a copy of this Proxy Statement and our Annual Report on Form 10-K on the website of the U.S. Securities and Exchange Commission (the “SEC”) at sec.gov. You may also obtain a printed copy of this Proxy Statement and the proxy materials, including our Annual Report on Form 10-K, management report, annual financial statements, consolidated financial statements, auditors’ reports and compensation report for the year ended December 31, 2024, at no cost, upon written or oral request to us at the following address: Investor Relations, ADC Therapeutics SA, c/o ADC Therapeutics America, Inc., 430 Mountain Avenue, 4th Floor, New Providence, NJ 07974; (908) 731-5556.

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INFORMATION ABOUT THE ANNUAL MEETING

Why am I receiving this Proxy Statement?

ADC Therapeutics SA (the “Company”) is soliciting proxies for the Annual Meeting. You are receiving this Proxy Statement because you owned common shares of the Company at the close of business on April 9, 2025, the record date for the Annual Meeting, which entitles you to vote at the Annual Meeting, unless you dispose of your common shares or otherwise cease to have voting rights in relation to your common shares before the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision.

When and where is the Annual Meeting?

The Annual Meeting is scheduled to be held on June 3, 2025, at 4:00 AM EDT / 10:00 AM CEST at the Company’s headquarters located at Biopôle, Route de la Corniche 3B, 1066 Epalinges, Switzerland.

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters:

1.	Approving the Company’s management report, annual financial statements and consolidated financial statements for the year ended December 31, 2024 (collectively, the “Reports”) and acknowledging the auditors’ reports for the year ended December 31, 2024 (the “Auditors’ Report”).

2.	Approving, on an advisory basis under Swiss law, the Company’s compensation report for the year ended December 31, 2024.

3.	Discharging the members of the board of directors and the executive committee from liability for the year ended December 31, 2024.

4.	Approving the appropriation of the financial results for the year ended December 31, 2024, by carrying forward the loss resulting from such year.

5.	Electing and reelecting nominees to the board of directors.

6.	Reelecting nominees to the compensation committee of the board of directors.

7.	Reelecting PHC Notaires, in Lausanne, Switzerland, as the independent proxy.

8.	Reelecting PricewaterhouseCoopers SA as the auditors.

9.	Approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee.

10.	Approving, on an advisory basis under U.S. law, the compensation paid to our named executive officers.

11.	Approving an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan.

12.	Approving amendments to article 4b of the articles of association to increase the Company’s conditional share capital for employee participation.

We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. If any other matter properly comes before the shareholders for a vote at the Annual Meeting, unless the shareholder has given the Independent Proxy different instructions, the Independent Proxy will have authority to vote the proxy on such matters in accordance with the recommendations of the board of directors.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with SEC rules, we are permitted to furnish proxy materials to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. If you received a Notice of Internet

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Availability of Proxy Materials (the “Notice”) by mail, you will not receive a printed copy of the proxy materials. Most shareholders will not receive printed copies of the proxy materials unless they request them.

Instead, the Notice, which was mailed to our shareholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper copy of the proxy materials, you should follow the instructions for requesting such materials in the Notice.

When is the record date for the Annual Meeting?

The record date for the meeting is April 9, 2025. Only shareholders of record at the close of business on that date are entitled to vote at the meeting (unless they dispose of their shares before the Annual Meeting). No shareholders will be registered in the share register, and will thus become shareholders of record, between the record date and the date of the Annual Meeting.

Will I be able to vote if I sell my shares after the record date?

Only shareholders of record at the close of business on the record date are entitled to vote at the Annual Meeting. Shareholders who sell their shares prior to the Annual Meeting will not be able to vote even if they are in possession of the proxy materials.

How many shares were outstanding as of the record date?

At the close of business on the record date, there were 99,178,286 common shares outstanding. The number of common shares that will be entitled to vote at the Annual Meeting will vary depending on how many common shares are deregistered between the record date and the date of the Annual Meeting.

To how many votes am I entitled?

Each common share is entitled to one vote per share on all matters presented for a vote. However, our articles of association provide that, if an individual or legal entity acquires shares and, as a result, directly or indirectly, has (alone or in concert with other parties) voting rights with respect to more than 15% of the share capital recorded in the Commercial Register, the shares exceeding the 15% limit shall be entered in the share register as shares without voting rights. If shares are being held by a nominee for third-party beneficiaries that control (alone or together with third parties) voting rights with respect to more than 15% of the share capital, the board of directors may cancel the registration of the shares with voting rights held by such nominee in excess of the 15% limit.

Members of the board of directors and the executive committee and their representatives and entities controlled by them are not allowed to vote on Proposal #3 (discharging the members of the board of directors and the executive committee from liability).

What is the difference between being a shareholder of record and a beneficial owner?

Many of our shareholders hold their shares through brokers, banks or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a shareholder of record and a beneficial owner.

Shareholder of Record: If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are the shareholder of record, and these proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals named on the proxy card and to attend and vote at the Annual Meeting.

Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or other nominee, who is considered to be the shareholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee’s vote in advance of the meeting through the voting instruction card. You may vote by following those instructions.

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I share an address with another shareholder. What do I do if we received only one paper copy of the proxy materials and want additional copies, or we received multiple copies and want only one?

SEC rules permit companies and intermediaries, such as brokers and banks, to satisfy proxy statement delivery requirements for two or more shareholders sharing an address by delivering one proxy statement to those shareholders. This procedure, known as “householding,” reduces the amount of duplicate information that shareholders receive and lowers our printing and mailing costs. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials to any shareholder of record at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, such shareholder of record may contact Investor Relations, ADC Therapeutics SA, c/o ADC Therapeutics America, Inc. 430 Mountain Avenue, 4th Floor, New Providence, NJ 07974 or by calling (908) 731-5556. Beneficial holders may contact their bank, brokerage firm, or other nominee to request information about householding.

Conversely, if shareholders of record living at the same address received multiple copies of the Notice and, if applicable, the proxy materials, you may request delivery of a single copy by contacting us as set forth above. Beneficial holders may contact their bank, brokerage firm, or other nominee to request a single copy of the Notice and, if applicable, the proxy materials.

How is a quorum reached?

There is no quorum requirement for the Annual Meeting. Under Swiss law, corporations do not have specific quorum requirements for shareholder meetings, and our articles of association do not otherwise provide for a quorum requirement.

Who is the independent voting representative for the Annual Meeting and how do I get in touch?

Swiss law requires public companies to appoint an independent voting representative (the “Independent Proxy”), to whom shareholders of record and nominees can give a proxy to vote on their behalf as well as voting instructions. The Company’s Independent Proxy is PHC Notaires, in Lausanne, Switzerland. You may contact the Independent Proxy at PHC Notaires, Pl. Benjamin-Constant 2, Case postale 1269, 1001 Lausanne, Switzerland.

How can I vote my shares in advance of the Annual Meeting?

Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting.

If you are a shareholder of record, you may vote by giving voting instructions and authorization to the Independent Proxy electronically through the Computershare portal with the individual shareholder number (QR Code). To do so, shareholders of record should follow the instructions given in the Notice. Shareholders of record may also give voting instructions and authorization to the Independent Proxy through Computershare by mail, using a proxy card.

If you are a beneficial owner, you may vote by giving voting instructions and authorization to the Independent Proxy electronically pursuant to the instructions of your broker or nominee and should use the portal designated by your broker or nominee. Beneficial owners should observe the deadlines to submit voting instructions and authorizations that are set in the instructions of their broker or nominee.

Can I attend the Annual Meeting in person?

If you are a shareholder of record, or if you are a beneficial owner and have obtained a legal proxy from your broker, bank or nominee authorizing you to vote at the Annual Meeting, you may attend the Annual Meeting in person or arrange to be represented by another person, in each case using the proxy card. We recommend that you give voting instructions and authorization to the Independent Proxy even if you plan to attend the Annual Meeting in person.

Individuals who plan to attend the Annual Meeting in person need to present their proxy card and a valid government-issued proof of identity at the Annual Meeting venue. Such individuals are urged to arrive at the Annual Meeting venue no later than 10:00 a.m. CEST on June 3, 2025.

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To enable us to determine attendance correctly, any individual leaving the Annual Meeting early or temporarily will be requested to present their proxy card upon exit.

Can I revoke my proxy and change my vote?

You may revoke your proxy by notifying the Independent Proxy in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internet, or by attending the Annual Meeting and voting in person. If you choose to revoke your proxy by notifying the Independent Proxy or by returning a signed proxy with a later date, you must ensure that such action is taken and any notices or documents are received no later than May 27, 2025, 11:59 p.m. EDT / May 28, 2025, at 5:59 a.m. CEST. If you choose to revoke your proxy by transmitting a subsequent vote over the Internet, you must do so prior to the close of the Internet voting facility at May 29, 2025, 11:59 p.m. EDT / May 30, 2025, at 5:59 a.m. CEST. If your shares are held in street name, you must contact your broker or nominee for instructions as to how to change your vote.

What if I do not vote my shares?

If you are a shareholder of record, if you do not vote or give instructions to the Independent Proxy to vote, your shares will not be counted for or against the proposals.

If you are a beneficial owner, if you do not vote or give instructions to the Independent Proxy to vote via your broker or nominee, then under applicable rules, your broker or nominee will still be able to vote your shares with respect to certain “routine” items. Proposal #1 (approving the Reports and acknowledging the Auditors’ Report), Proposal #4 (approving the appropriation of the financial results), Proposal #7 (reelecting the independent proxy) and Proposal #8 (reelecting the auditors) are considered routine items. Accordingly, your broker may vote your shares in its discretion with respect to these proposals even if you do not give voting instructions. With respect to other proposals, which are “non-routine” items, your shares will not be represented, and your broker may not vote your shares, with respect to these proposals and your shares will be counted as “broker non-votes,” which will not be counted for or against the proposals. We encourage you to give your broker or nominee voting instructions with respect to “routine” and “non-routine” items.

How does the board of directors recommend I vote on the proposals?

The board of directors recommends that you vote “FOR” Proposal #1 (approving the Reports and acknowledging the Auditors’ Report), Proposal #2 (approving, on an advisory basis under Swiss law, the Company’s compensation report), Proposal #3 (discharging the members of the board of directors and the executive committee from liability), Proposal #4 (approving the appropriation of the financial results), all subparts of Proposal #5 (electing and reelecting directors), all subparts of Proposal #6 (reelecting compensation committee members), Proposal #7 (reelecting the independent proxy), Proposal #8 (reelecting the auditors), all subparts of Proposal #9 (approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee), Proposal #10 (approving, on an advisory basis under U.S. law, the compensation paid to the named executive officers), Proposal #11 (approving an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan), and Proposal #12 (approving amendments to article 4b of the articles of association to increase the Company’s conditional share capital for employee participation).

What is the vote required to approve the proposals and how are votes counted?

The affirmative vote of a majority of votes represented at the Annual Meeting is required for Proposal #1 (approving the Reports and acknowledging the Auditors’ Report), Proposal #2 (approving, on an advisory basis under Swiss law, the Company’s compensation report), Proposal #3 (discharging the members of the board of directors and the executive committee from liability), Proposal #4 (approving the appropriation of the financial results), all subparts of Proposal #5 (electing reelecting directors), all subparts of Proposal #6 (reelecting compensation committee members), Proposal #7 (reelecting the independent proxy), Proposal #8 (reelecting the auditors), all subparts of Proposal #9 (approving, on a binding basis under Swiss law, the compensation of the board of directors and the executive committee), Proposal #10 (approving, on an advisory basis under U.S. law, the compensation paid to the named executive officers), and Proposal #11 (approving an amendment to increase the number of shares authorized under the 2019 Equity Incentive Plan). The affirmative vote of two-thirds of votes represented at the Annual Meeting is required for Proposal #12 (approving amendments to article 4b of the

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articles of association to increase the Company’s conditional share capital for employee participation). Abstentions will have the same effect as votes “AGAINST” these proposals. Broker non-votes will have no effect on the result of these proposals. Please refer to “What if I do not vote my shares?” regarding brokers’ ability to vote your shares with respect to routine items.

Are there other matters to be voted on at the Annual Meeting?

We do not know of any matters that may come before the Annual Meeting other than the proposals set forth in this Proxy Statement. If any other matters are properly presented at the Annual Meeting, unless the shareholder has given the Independent Proxy different instructions, the Independent Proxy will have authority to vote the proxy on such matters in accordance with the recommendation of the board of directors.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

The board of directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We have retained Alliance Advisors, LLC as proxy solicitor to assist in the solicitation of proxies for $18,000.

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

How can I find out the results of the voting at the Annual Meeting?

Final voting results will be contained in a Current Report on Form 8-K that will be filed within four business days after the Annual Meeting.

Who should I call if I have any additional questions?

If you are a shareholder of record, you may contact Investor Relations, ADC Therapeutics SA, c/o ADC Therapeutics America, Inc. 430 Mountain Avenue, 4th Floor, New Providence, NJ 07974 or by calling (908) 731-5556. If you are a beneficial owner, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

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BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE MATTERS

Directors and Executive Officers

The following table presents information about our current executive officers and directors. Ages are provided as of April 1, 2025.


Name	Position(s)	Age
Executive Officers and Directors
Ameet Mallik	Chief Executive Officer and Director	52
Jose “Pepe” Carmona	Chief Financial Officer	53
Peter Graham	Chief Legal Officer	58
Mohamed Zaki	Chief Medical Officer	60
Non-Executive Directors
Ron Squarer	Chairman of the Board of Directors	58
Robert Azelby	Director	57
Jean-Pierre Bizzari	Director	70
Peter Hug	Director	66
Viviane Monges	Director	61
Tyrell J. Rivers	Director	52
Victor Sandor	Director	58

Executive Officers

Ameet Mallik has been our Chief Executive Officer since May 2022 and a member of our board of directors since June 2022. From 2005 to April 2021, Mr. Mallik served in various positions at Novartis, including as Executive Vice President and Head, U.S. Oncology from November 2017 to April 2021 and as Senior Vice President, Head of Global Marketing, Value and Access from November 2015 to November 2017. Prior to that, Mr. Mallik held various commercial roles at Sandoz and was an Associate Principal at McKinsey. From May 2021 to January 2022, Mr. Mallik served as the Chief Executive Officer of Rafael Holdings. Mr. Mallik also serves on the board of directors of Atara Biotherapeutics, Inc. and the non-profit NJ LEEP. Mr. Mallik holds an M.B.A. from The Wharton School at the University of Pennsylvania, and an M.S. in Biotechnology and B.S. in Chemical Engineering, both from Northwestern University. We believe that Mr. Mallik’s extensive experience in the biotech and biopharma space and leadership of our company make him a valuable addition to our board of directors.

Jose “Pepe” Carmona has been our Chief Financial Officer since December 2022. From October 2020 to November 2022, Mr. Carmona served as Chief Financial Officer of Rubius Therapeutics. From May 2017 to September 2020, Mr. Carmona served as Chief Financial Officer of Radius Health. Prior to that, Mr. Carmona served as the Chief Financial Officer of Innocoll Holdings and its predecessor entity, Innocoll, and Chief Financial Officer of Alcon Europe, Middle East & Africa, a division of Novartis, and served in numerous financial management positions with increasing responsibility at Novartis. Mr. Carmona holds a B.S. in industrial civil engineering from Universidad Tecnica Federico Santa Maria and an M.B.A. from Columbia Business School.

Peter Graham has been our Chief Legal and Compliance Officer and Secretary since March 2024. Previously, Mr. Graham served as our Chief Legal Officer and Secretary since November 2022. From 2015 until its sale to Halozyme Therapeutics in 2022, Mr. Graham served as Executive Vice President, General Counsel, Chief Compliance Officer, Human Resources and Secretary of Antares Pharma. Previously, he served as Executive Vice President, General Counsel, Chief Compliance Officer and Global Human Resources at Delcath Systems from 2010 to 2015. Prior to that, Mr. Graham held various senior executive legal and compliance roles at ACIST Medical Systems, E-Z-EM, and AngioDynamics. Mr. Graham received his J.D. from Yeshiva University’s Benjamin N. Cardozo School of Law and his B.A. in Political Science from the University of Wisconsin-Madison.

Mohamed Zaki, M.D., Ph.D., has been our Chief Medical Officer since January 2023. From September 2018 to December 2022, Dr. Zaki served in senior clinical development roles at AbbVie, including as Vice President & Global Head of Oncology Clinical Development and Vice President & Global Head of Hematology Clinical Development. From February 2010 to September 2018, Dr. Zaki served in various senior clinical development

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roles at Celgene. Prior to that, Dr. Zaki worked at Sanofi-Aventis and Centocor, a subsidiary of Johnson & Johnson. Dr. Zaki holds an M.D. and an M.S. from Ain Shams University School of Medicine and a Ph.D. jointly from the University of Pennsylvania and Ain Shams University School of Medicine. Dr. Zaki also served on the faculty of both institutions and was a practicing physician earlier in his career.

Non-Executive Directors

Ron Squarer has been the Chairman of our board of directors since April 2020. From 2012 to its acquisition by Pfizer in August 2019, he served as the Chief Executive Officer at Array BioPharma. Previously, Mr. Squarer served in various senior positions at Hospira, which was later acquired by Pfizer, including as Chief Commercial Officer. In addition, Mr. Squarer has held leadership roles at Pfizer (focused on oncology) and at SmithKline Beecham Pharmaceuticals (now GlaxoSmithKline). In addition to our board of directors, Mr. Squarer also serves as a member of the board of directors of Travere Therapeutics. Previously, Mr. Squarer served as chairman of the board of directors of Deciphera Pharmaceuticals through its acquisition by Ono Pharmaceutical Co., Ltd in June 2024. Mr. Squarer holds a B.S. in biochemistry from the University of California, Berkeley, and an M.B.A. from Northwestern University’s Kellogg School of Management. We believe that Mr. Squarer’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Robert Azelby has been a Non-Executive Director of our board of directors since June 2023. From October 2020 to February 2023, he served as President and Chief Executive Officer of Eliem Therapeutics. Prior to that, Mr. Azelby served as the Chief Executive Officer of Alder BioPharmaceuticals from June 2018 until its acquisition by H. Lundbeck in 2019. From November 2015 to May 2018, Mr. Azelby served as Executive Vice President, Chief Commercial Officer of Juno Therapeutics. Prior to that, Mr. Azelby served in various positions at Amgen, including vice president and general manager, oncology, vice president, Amgen oncology sales, vice president, commercial effectiveness unit and general manager of Amgen Netherlands. Mr. Azelby currently serves on the board of directors of Autolus Therapeutics, Cardinal Health and Terns Pharmaceuticals. He previously served on the board of directors of Eliem Therapeutics, Alder BioPharmaceuticals, Chinook Therapeutics, Clovis Oncology, Cascadian Therapeutics and Immunomedics. Mr. Azelby holds a B.A. in Economics and Religious Studies from the University of Virginia and an M.B.A. from Harvard Business School. We believe that Mr. Azelby’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Jean-Pierre Bizzari, M.D., has been a Non-Executive Director of our board of directors since June 2022. He is a member of the scientific advisory board of France’s National Cancer Institute and a board member of the European Organisation of Research and Treatment of Cancer. From 2008 to 2015, Dr. Bizzari served as Executive Vice President, Group Head of Clinical Development Oncology at Celgene Corporation. Prior to that, he held various senior clinical development positions at Sanofi S.A., Aventis and Rhône-Poulenc. In addition to our board of directors, Dr. Bizzari also serves as a member of the board of directors of, Oxford BioTherapeutics, NETRIS Pharma and APREA Therapeutics. Dr. Bizzari holds an M.D. from Nice Medical School. We believe that Mr. Bizzari’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Peter Hug, Ph.D., has been a Non-Executive Director of our board of directors since June 2019. From 1983 to 2018, Dr. Hug served in various positions at F. Hoffmann-La Roche, including as head of Roche Pharma EEMEA region, head of Roche Pharma Europe region and Executive Vice President of Roche Pharma Partnering. In addition to our board of directors, Dr. Hug also serves as a member of the board of directors of Mundipharma MEA and AC BioScience Ltd. Dr. Hug holds a Ph.D. in economics from the University of Basel. We believe that Mr. Hug’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Viviane Monges has been a Non-Executive Director of our board of directors since June 2021. From 2010 to 2017, she served in various senior financial leadership positions at Nestlé S.A., including as Vice President, Finance and Control from 2015 to 2017. Prior to that, Ms. Monges served as Group Chief Financial Officer of Galderma S.A., Global Chief Financial Officer of the OTC Division of Novartis and Chief Financial Officer of the Global Pharma Business Unit at Wyeth Pharmaceuticals, Inc.. In addition to our board of directors, Ms. Monges serves on the board of directors of Novo Holdings, Pharvaris and bioMérieux SA. She holds a B.A. and an M.B.A. in finance and public administration from the École Supérieure de Commerce de Paris. We believe that Ms. Monges’ extensive experience in the biotech and biopharma space makes her a valuable addition to our board of directors.

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Tyrell J. Rivers, Ph.D., has been a Non-Executive Director of our board of directors since June 2018. Dr. Rivers is a Vice President within AstraZeneca’s Corporate Development & Ventures group and has been with the group since 2014. From 2009 to 2014, Dr. Rivers was at MedImmune Ventures specializing in biotechnology investing. In addition to our board of directors, Dr. Rivers also serves as a member of the board of directors of Cellectis S.A., Cerapedics, Inc., Fuse Biosciences Limited, Nucleus RadioPharma, Inc., Quell Therapeutics, Ltd., and SixPeaks Bio AG. Dr. Rivers holds a B.S. in chemical engineering from the Massachusetts Institute of Technology, an M.S. in engineering from the University of Texas at Austin, an M.B.A. from New York University Stern School of Business and a Ph.D. in chemical engineering from the University of Texas at Austin. We believe that Mr. Rivers’ extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Victor Sandor, M.D. C.M., has been a Non-Executive Director of our board of directors since April 2020. From 2014 to its acquisition by Pfizer in August 2019, he served as the Chief Medical Officer at Array BioPharma. Previously, Dr. Sandor served in various senior positions at Incyte, including as Senior Vice President of Global Clinical Development, at Biogen Idec, including as Vice President and Chief Medical Officer for Oncology, and at AstraZeneca. In addition to our board of directors, Dr. Sandor also serves as a member of the board of directors of Merus, Prelude Therapeutics and Kymera Therapeutics. Dr. Sandor holds a M.D. C.M from McGill University and completed a Fellowship in Medical Oncology at the National Cancer Institute in Bethesda Maryland. We believe that Mr. Sandor’s extensive experience in the biotech and biopharma space makes him a valuable addition to our board of directors.

Director Independence

The board of directors has affirmatively determined that each of Robert Azelby, Jean-Pierre Bizzari, Peter Hug, Viviane Monges, Tyrell J. Rivers and Victor Sandor is an independent director within the meaning of NYSE listing standards.

Board Leadership Structure

Ron Squarer serves as chair of the board of directors. The chair of the board of directors, among other responsibilities, chairs meetings of shareholders and meetings of the board of directors, leads the board of directors and coordinates the board of directors’ organization of the supervision of the chief executive officer.

As Mr. Squarer is not an independent director within the meaning of NYSE listing standards, pursuant to our organizational regulations and Corporate Governance Guidelines, the board appointed Peter Hug as lead independent director and vice-chairman. The lead independent director, among other responsibilities, presides over executive sessions of non-employee directors and executive sessions of independent directors, works with the chair of the board of directors and the chief executive officer to develop and review agendas and materials for board of directors meetings, works with the chair of the board of directors to develop and approve the schedule for meetings of the board of directors, liaises and facilitates communications between the independent directors and the chair of the board of directors, the chief executive officer and management, and leads the independent directors to assess the performance of the chair of the board of directors.

The board of directors believes that its current leadership structure is in the best interests of the Company and the shareholders at this time. The board of directors currently believes that separating the roles of chief executive officer role from the board chair role and appointing a lead independent director if the board chair is not an independent director put the board of the directors in the best position to oversee executives, monitor and respond to key risks and strategic initiatives and act in the best interest of shareholders. However, the board of directors does not have a policy with respect to the separation of the roles of chief executive officer and chair of the board of directors. The board of directors believes that this matter should be discussed and determined by the board of directors from time to time, based on all of the then-current facts and circumstances. If the chief executive officer also serves as the chair of the board of directors, as the chief executive officer would not be an independent director within the meaning of NYSE listing standards, pursuant to our organizational regulations and Corporate Governance Guidelines, the board of directors would appoint a lead independent director.

Committees of the Board of Directors

Our board of directors has established four separate committees: an audit committee, a compensation committee, a nomination and corporate governance committee; and a science and technology committee. Each committee’s charter is available on the Investors section of our website at adctherapeutics.com.

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Audit Committee

The audit committee consists of Viviane Monges (chair), Robert Azelby and Tyrell Rivers. If elected to our board of directors, Timothy Coughlin will chair the audit committee. Tyrell Rivers will cease to be a member of the audit committee after the Annual Meeting. Our board of directors has determined that all members of the audit committee are financially literate, that each of Vivian Monges, Robert Azelby and Tyrell Rivers is considered an “audit committee financial expert” as defined by the SEC and that all members of the audit committee satisfy the “independence” requirements set forth in NYSE listing standards and Rule 10A-3 under the Exchange Act. The audit committee is governed by a charter that complies with the NYSE listing standards. The audit committee has the responsibility to, among other things:

•	subject to recommendation by the board directors to our shareholders and election by our shareholders as required by the laws of Switzerland, select, appoint, retain, terminate and oversee the work of the independent auditor;

•	pre-approve the audit services and non-audit services to be provided by the independent auditor pursuant to pre-approval policies and procedures;

•	evaluate the independent auditor’s qualifications, performance and independence, and present its conclusions with respect to the independent auditor to the board of directors;

•	at least annually, evaluate the performance, responsibilities, budget and staffing of the internal audit function and review and approve the internal audit plan;

•	review and discuss with management and the independent auditor the annual audited consolidated and stand-alone financial statements and unaudited quarterly financial statements;

•	review the type and presentation of information included in the earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;

•	in conjunction with the chief executive officer and chief financial officer, review disclosure controls and procedures and internal control over financial reporting;

•	review policies and practices with respect to risk assessment and risk management; and

•	review any major litigation or investigations against the Company that may have a material impact on the Company’s financial statements.

The audit committee meets as often as it determines is appropriate to carry out its responsibilities, but in any event meets at least four times per year.

Compensation Committee

The compensation committee consists of Peter Hug (chair), Robert Azelby and Victor Sandor. Our board of directors has determined that all members of the compensation committee satisfy the “independence” requirements set forth in NYSE listing standards. In addition, all members of the compensation committee are non-employee directors under Section 16 of the Exchange Act. The compensation committee is governed by a charter that complies with the NYSE listing standards. The compensation committee has the responsibility to, among other things:

•	review and, subject to the shareholder approval, approve, or make recommendations to the independent directors of the board of directors for approval of, the compensation of the executive committee;

•	review and make recommendations to the board of directors for approval, subject to the shareholder approval, of the compensation of members of the board of directors;

•

identify, review and approve the corporate objectives, performance metrics and target values of the compensation of the extended management team, other than members of the executive committee, and review and approve the recommendation of the chief executive officer regarding the fixed and variable compensation of the members of the management team, other than members of the executive committee;

•	review and make recommendations to the board of directors regarding our compensation and benefits policies, strategy and plans;

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•	administer our compensation and benefits plans; and

•	review and assess risks arising from our employee compensation policies and practices.

Nomination and Corporate Governance Committee

The nomination and corporate governance committee consists of Jean-Pierre Bizzari (chair), Peter Hug and Viviane Monges. Our board of directors has determined that all members of the nomination and corporate governance committee satisfy the “independence” requirements set forth in NYSE listing standards. The nomination and corporate governance committee is governed by a charter that complies with the NYSE listing standards. The nomination and corporate governance committee has the responsibility to, among other things:

•	oversee searches for and identify qualified individuals for membership on the board of directors;

•	recommend to the board of directors criteria for membership on the board of directors and its committees and recommend individuals for membership on the board of directors and its committees;

•	oversee self-evaluations of the board of directors and its committees;

•	review succession planning for the board of directors and management; and

•	oversee compliance with the Business Code of Conduct and Ethics and Corporate Governance Guidelines.

Science and Technology Committee

The science and technology committee, consists of Victor Sandor (Chair), Jean-Pierre Bizzari and Tyrell J. Rivers. The science and technology committee has the responsibility to, among other things:

•	review and make recommendations to the board of directors regarding our preclinical and clinical research and development activities, strategies and guidelines;

•	provide strategic advice to the board of directors regarding emerging science and technology issues and trends;

•	examine periodically our measures to keep the research and development personnel motivated, productive and entrepreneurially oriented;

•	ensure that appropriate research and development objectives are in place that are aligned with our overall research and development strategy, and that progress against these objectives is being appropriately assessed; and

•	ensure that appropriate market potential assessments are being conducted.

Attendance at Board of Directors and Annual Meetings

During 2024, the board of directors held 7 meetings, the audit committee held 4 meetings, the compensation committee held 5 meetings, the nomination and corporate governance committee held 6 meetings and the science and technology committee held 5 meetings. Each director attended at least 75% of the aggregate of (i) the total number of meetings of the board of directors held during the period for which such director served as a director and (ii) the total number of meetings held by all committees of the board of directors on which such director served during the period of such director’s committee service.

Non-employee directors, as well as independent directors, meet in regularly scheduled sessions, typically after a scheduled board meeting. Mr. Squarer presides over executive sessions of non-employee directors. The board of directors has designated Peter Hug as the lead independent director to preside over executive sessions of independent directors. Although we do not have a formal policy regarding attendance by members of the board of directors at annual meetings of shareholders, we encourage directors to attend such meetings. All of our directors attended our 2024 annual general meeting of shareholders.

Role of the Board of Directors in Risk Oversight

One of the key functions of the board of directors is informed oversight of our risk management process. Such risks include, among others, strategic, financial, business and operational, cybersecurity, legal and regulatory compliance, and reputational risks. The board of directors does not have a standing risk management committee

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but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, as part of its overall oversight obligation, the board of directors is responsible for monitoring and assessing strategic risk exposure. The audit committee reviews our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including policies and practices with respect to risk assessment and risk management, monitors compliance with legal and regulatory requirements, oversees our cybersecurity risk management and reviews related-party transactions. The compensation committee reviews our compensation policies and programs and their potential to encourage excessive risk-taking. The nomination and corporate governance committee reviews succession planning for the board of directors and management and monitors the effectiveness of our Code of Conduct and Corporate Governance Guidelines.

Insider Trading Policies and Procedures

We maintain insider trading policies and procedures governing the purchase, sale and/or other dispositions of our company’s securities by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable stock exchange listing standards. Our Insider Trading Policy and our Rule 10b5-1 Plan Policy were filed as Exhibit 19.1 and Exhibit 19.2, respectively, to our Annual Report on Form 10-K for the year ended December 31, 2024. In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in our securities.

Hedging and Pledging Policy

Transactions in derivative securities may reflect a short-term and speculative interest in our securities and may create the appearance of impropriety. Trading in derivatives may also focus attention on short-term performance at the expense of our long-term objectives. Therefore, our Insider Trading Policy prohibits our directors, officers and employees from engaging in transactions to hedge ownership of our common shares, including publicly traded options, such as puts and calls, and other derivative securities with respect to our common shares. Options and other securities issued pursuant to our compensation plans or other compensatory arrangements with us are not subject to this prohibition. In addition, our Insider Trading Policy also prohibits our directors, officers and employees from pledging our common shares, including purchasing our common shares on margin or holding our common shares in a margin account, unless our board of directors has authorized the pledge.

Director Nomination Process

The nomination and corporate governance committee uses a variety of methods for identifying and evaluating potential director candidates. In its evaluation of director candidates, including the current directors eligible for re-election, the nomination and corporate governance committee will consider the composition of the board of directors and the needs of the board of directors and its committees. Some of the qualifications that the nomination and corporate governance committee considers include, without limitation, experience of particular relevance to us and the board of directors, accomplishments, superior credentials, independence, area of expertise, diversity and the highest ethical and moral standards. In determining whether to recommend a director for re-election, the nomination and corporate governance committee also considers the director’s past attendance and performance at meetings and participation in and contributions to the activities of the board of directors and our company. Although the board of directors does not maintain a specific policy with respect to board diversity, the board of directors believes that it should be a diverse body, and the nomination and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the nomination and corporate governance committee may take into account such factors as gender, race, ethnicity, differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors. After completing its review and evaluation of director candidates, the nomination and corporate governance committee recommends to the board of directors the director nominees for selection.

The nomination and corporate governance committee will consider candidates for director recommended by shareholders who are shareholders of record at the time of the submission of the director recommendation and on the record date for the determination of shareholders entitled to vote at the annual meeting. The nomination and corporate governance committee will evaluate such recommendations in accordance with the regular director

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nominee criteria described above. This process is designed to ensure that the board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business.

A shareholder that wants to recommend a candidate for election to the board of directors should direct the recommendation in writing to ADC Therapeutics SA, c/o ADC Therapeutics America, Inc., 430 Mountain Avenue, 4th Floor. New Providence, NJ 07974, Attention: Secretary. The recommendation should include the candidate’s name, age, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending shareholder’s ownership of our share capital. Such recommendation should also include a statement from the recommending shareholder in support of the candidate, particularly within the context of the criteria for membership on the board of directors. Nominations for directors must comply with our articles of association.

Communications with the Board of Directors

Shareholders and other interested parties may communicate with the board of directors, the independent directors as a group or any of our directors. Shareholders and other interested parties may send written communications addressed to ADC Therapeutics SA, c/o ADC Therapeutics America, Inc., 430 Mountain Avenue, 4th Floor. New Providence, NJ 07974, Attention: Secretary. Each communication will be reviewed by our Secretary to determine whether it is appropriate for presentation to the board of directors or the applicable director(s). The purpose of this screening is to allow the board of directors and the applicable director(s) to avoid having to consider irrelevant or inappropriate communications such as advertisements, solicitations and product inquiries.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our employees, executive officers and directors. The Code of Conduct is available on the Investors section of our website adctherapeutics.com. The board of directors is responsible for overseeing the Code of Conduct and is required to approve any waivers of the Code of Conduct. We intend to disclose any amendment to, and any waiver from, a provision of the Code of Conduct by posting such information on the Investors section of our website adctherapeutics.com. For the year ended December 31, 2024, we did not grant any waivers of the Code of Conduct.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines (the “Corporate Governance Guidelines”). The Corporate Governance Guidelines are available on the Investors section of our website adctherapeutics.com.

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EXECUTIVE COMPENSATION

Named Executive Officers

Our named executive officers (“NEOs”), who consist of (i) all individuals serving as our principal executive officer during fiscal year 2024, (ii) two other of our most highly compensated executive officers who were serving as executive officers at December 31, 2024, and (iii) up to two other of our most highly compensated executive officers for whom disclosure would have been provided pursuant to clause (ii) but for the fact that the individual was not serving as an executive officer at December 31, 2024, are:

•	Ameet Mallik, our Chief Executive Officer (who has been our Chief Executive Officer since May 2022);

•	Jose “Pepe” Carmona, our Chief Financial Officer (who has been our Chief Financial Officer since December 2022); and

•	Mohamed Zaki, our Chief Medical Officer (who has been our Chief Medical Officer since January 2023).

Elements of Compensation

Overview

The following discussion provides an overview of our philosophy and objectives in designing compensation programs as well as the compensation determinations and the rationale for those determinations relating to our NEOs.

Executive Compensation Philosophy and Objectives

Our compensation philosophy is designed to reward performance, support our business strategies and offer competitive compensation arrangements to both attract and retain key individuals. In accordance with this philosophy, the compensation committee evaluated our corporate performance in the preceding year when formulating compensation for our NEOs for 2024. This assessment also took into account the individual performance of each executive, prevailing macroeconomic conditions and pertinent data obtained from peer group companies.

Our executive compensation decisions are based on the following fundamental philosophies and objectives of our compensation committee:

•

compensation should be based on an individual’s level of responsibility, individual performance and Company performance. As employees progress to more senior positions, their compensation should be increasingly linked to Company performance because they have the increased ability to affect our results;

•	target compensation should reflect the value of the position in the marketplace. To attract and retain skilled and experienced executives in the highly competitive and dynamic pharmaceutical and biotech industries, we must offer a competitive compensation package;

•	compensation should be variable and our programs are designed to pay for performance. We reward outstanding Company performance with above-target compensation and provide less-than-target compensation when Company objectives are not achieved;

•

compensation programs should align the interests of our executive officers with those of our shareholders by evaluating and rewarding our executives’ performance based on key financial and non-financial measurements that we believe are critical to our success and to increase long-term shareholder value; and

•	compensation programs should motivate executives to manage our business to meet our short- and long-term objectives by rewarding them for meeting those objectives.

Our compensation committee uses policies and processes to evaluate and assess the compensation of our NEOs. These policies and processes are reflected in our compensation decisions for 2024 and signify our compensation committee’s commitment to align executive compensation with our business objectives and performance. We reward our NEOs in a manner that supports a philosophy of pay-for-performance while maintaining an overall level of compensation that is competitive with the compensation paid to similarly situated NEOs in our peer group and the biotech or life sciences industry. We believe that our approach to goal setting, weighting of targets

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and evaluation of performance results assists in mitigating excessive risk-taking by our NEOs that could harm our value or reward poor judgment by our NEOs. We believe that several features of our programs reflect sound risk management practices.

Additionally, each NEO has an employment agreement with us that includes base salary and annual and long-term incentives. Further details regarding the terms of the employment agreements are described in “—Employment Agreements.”

Compensation Practices Summary

We believe that our compensation programs and policies reflect best practices to promote shareholders’ interests.


What We Do

✔			Total compensation is evaluated against competitive market data as defined by a peer group that is evaluated and adjusted annually and relevant industry-specific and size-appropriate survey data.

✔			Tie majority of compensation to Company performance and creation of long-term value for our shareholders.

✔			We evaluate corporate performance in our annual incentive plan. Performance is compared to our corporate objectives as described under the heading “—Annual Incentive Compensation and Bonuses.”

✔			We allocate our compensation among base salary and short- and long-term incentive compensation target opportunities in such a way as to not encourage excessive risk-taking inclusive of caps on the maximum levels of payout, use of a variety of performance metrics and board approval of the compensation structure.

✔			We apply Company-wide metrics to encourage decision-making that is in the best long-term interests of the Company and our shareholders.

✔			We use a mix of equity award instruments under our long-term incentive program, including both share options and full-value awards.

✔			Our equity awards vest over multi-year periods.

✔			Our long-term incentive awards require both a change in control and a qualifying termination of employment (a so-called “double trigger”) to trigger payment.

✔			The compensation committee retains an independent compensation consultant to advise on market practices and specific compensation programs.

✔			We conduct an annual advisory say-on-pay vote and actively review the results as we make program decisions. We solicit feedback regarding our compensation programs from shareholders and proxy advisers and consider any other shareholders comments we receive.

✔			We maintain a clawback policy as described under the heading “—Clawback Policy.”

What We Don’t Do

✘			We do not provide single-trigger vesting of employee equity awards upon a change in control.

✘			We do not provide tax gross-ups for NEOs to cover excise taxes under Section 4999 of the Internal Revenue Code.

✘			We strictly prohibit officers and directors from engaging in short selling, put, call, or other derivative transactions or hedging or other monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, in our common stock.

✘			We do not pay dividends or dividend equivalents on shares or units that are not vested.

✘			No pension benefits provided to NEOs or significant perquisites.

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2024 Executive Compensation

Our compensation philosophy is designed to reward performance, support our business strategies and offer competitive compensation arrangements to both attract and retain key individuals. In accordance with this philosophy, the compensation committee evaluated our corporate performance and the individual performance of each executive in the preceding year when formulating compensation for our NEOs for 2024. This assessment also took into account the pertinent third-party benchmark and peer group data, current market practices and prevailing macroeconomic conditions.

•	We worked with the compensation committee’s independent compensation consultant to update our compensation study of our executive compensation as compared to the executive compensation of the companies in our peer group, as discussed in more detail in “Setting Executive Pay (Benchmarking)”;

•	We awarded modest salary increases, as discussed in “Base Salary”;

•	We awarded annual cash incentive awards, as discussed in “Annual Incentive Compensation and Bonuses”; and

•

We awarded long-term incentive awards, as discussed in “—Long-Term Incentives—Equity Compensation.” As a result of our depressed stock and the significant retention challenges the decrease in share value presented, the compensation committee determined that it was in the best interest of our shareholders and our employees to issue the 2024 annual equity grant in December 2023. Pulling forward the equity grant provided the stability needed to manage through a volatile period. Although this resulted in two grants being issued in 2023, there were no equity grants issued in 2024.

Consistent with our pay for performance philosophy, a large portion of the target total direct compensation awarded to our CEO and other NEOs is based on performance. Our CEO is eligible to participate in the same executive programs as the other NEOs; however, a larger proportion of his target total direct compensation is at risk.

“Say-on-Pay” Voting

The Company is committed to engagement with shareholders. We review any feedback we receive from our shareholders about our executive compensation program, including through the say-on-pay vote, discussed below, to ensure that we understand key matters of interest to them, and to enable us to take that feedback into consideration for our compensation decisions.

At our 2024 annual meeting, we held a non-binding advisory vote on executive compensation (commonly referred to as a “say-on-pay” vote). This say-on-pay received overwhelming support from our shareholders, with over 93% of votes cast in support of the proposal (excluding broker non-votes). The Compensation Committee believes this vote demonstrated our shareholders’ positive view of our pay-for-performance philosophy and the appropriateness of our executive compensation structure

Compensation Components

The three primary components of executive compensation are base salary, annual incentive cash bonus and long-term equity incentive awards. These components are administered with the goal of providing total compensation that is competitive in the marketplace, while recognizing meaningful differences in individual performance and offering the opportunity to earn greater incremental rewards when merited by individual and Company performance.

Base Salary. We pay our NEOs a base salary, which our compensation committee reviews and determines annually. Base salaries are used to compensate our NEOs for performing the core responsibilities of their positions and to provide them with a level of security with respect to a portion of their total compensation. Base salaries are set in part based on the NEO’s unique skills, experience and expected contribution to the Company, as well as individual performance, including the impact of such performance on our business results and the length of the NEO’s service at the Company. Decisions regarding base salary increases take into account the NEO’s current base salary, third-party benchmark and survey data, the salary compensation paid to other executive officers within the Company, our overall performance and its success in achieving its operational and strategic goals and objectives, the NEO’s contribution to Company performance and, for our non-CEO NEOs, recommendations made by our CEO.

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Annual Incentive Cash Bonus. Annual incentive compensation is intended to establish a direct correlation between annual cash awards and our performance. Our Annual Incentive Plan, or “AIP,” is an annual incentive cash bonus plan designed to align the interests of participants with the interests of the Company and our shareholders. The AIP is designed to strengthen the link between a participant’s pay and his or her overall performance and our performance, focus participants on critical corporate objectives, offer a competitive cash incentive and encourage and reward performance and competencies critical to our success. Each NEO is given a target amount under the AIP that is calibrated competitively to our market benchmarks (see more detailed discussion on market benchmarks below).

Long-Term Incentive Compensation. In addition to using base salaries and annual incentive cash bonuses, which our compensation committee views as short-term compensation to reward our NEOs for meeting Company performance objectives, a large portion of our NEOs’ compensation is in the form of long-term equity incentive awards. Our long-term incentive compensation serves to align a significant portion of each executive’s total compensation with our long-term performance and the interests of our shareholders. To that end, each year the compensation committee provides an annual equity-based incentive award to each of our NEOs that is typically composed of share options and restricted share units (“RSUs”). To responsibly manage our share pool and minimize potential dilution to stockholders, the 2024 annual equity awards (issued in December 2023) were granted entirely in the form of RSUs. RSUs are linked to stock price performance but expend fewer shares than stock options to deliver the same value. Granting in RSUs allows us to effectively manage our annual share usage while continuing to provide the necessary incentives that continue to drive shareholder alignment. We intend to annually revisit our long-term incentive program to determine which vehicles strike the right balance between shareholder alignment, engagement and performance.

The annual equity awards are designed to engage Company leaders to focus on our long-term performance, offer participants competitive and market-based long-term incentive award opportunities and strengthen the link between a participant’s compensation and his or her overall performance and our overall performance. We believe that the annual equity awards will further assist us in achieving an appropriate balance between our long- and short-term performance, as well as between the achievement of annual operating objectives and creating long-term value and the delivery of shareholder return by providing compensation commensurate with overall Company performance. For more information regarding our equity compensation plans, please see “—Long-Term Incentives—Equity Compensation.”

Setting Executive Pay (Benchmarking)

Our compensation committee retained an independent compensation advisor to conduct a competitive benchmarking analysis for compensation decisions. As an initial step in that process, our consultant reviewed the prior year’s criteria and, based on changes in our headcount, revenue and market capitalization, recommended changes for determining a peer group of companies. At the compensation committee’s request, Alpine reviewed the criteria in September 2023 for use in benchmarking to inform Q4 2023 / Q1 2024 compensation decisions. Based on our then-current revenue, headcount and market capitalization profile, Alpine recommended the following criteria to assess the peer group:

•	Public emerging commercial bio pharma companies with a preference for companies in US biotech “hub” locations and those focused in oncology);

•	Market capitalization generally between $100 million and $750 million;

•	Annual revenue between $100 million and $350 million; and

•	100 to 1,000 employees.

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Based on the criteria set forth above, the final group of peer companies approved by our compensation committee in September 2023 for use in benchmarking to inform Q4 2023 / Q1 2024 compensation decisions was composed of the following companies:


Aadi Biosciences	FibroGen	Nektar Therapeutics
Akebia Therapeutics	G1 Therapeutics	Puma Biotechnology
Allogene Therapeutics	Heron Therapeutics	Rigel Pharmaceuticals
Atara Biotherapeutics	Karyopharm Therapeutics	Syros Pharmaceuticals
Deciphera Pharmaceuticals	MacroGenics	X4 Pharmaceuticals
Esperion Therapeutics	Mersana Therapeutics	Y-mAbs Therapeutics
Fate Therapeutics	Mirum Pharmaceuticals

Based on our compensation objectives and philosophy and the information provided by our independent compensation advisor, the compensation committee determined that overall compensation for our executive officers is aligned with market practice. The compensation committee does not have a specific target compensation level for the NEOs; rather, the compensation committee reviews a range of market data reference points (generally at the 25th, 50th and 75th percentiles of the market data) with respect to target total direct compensation, target total cash compensation (including both base salary and the target annual cash incentive) and equity compensation. In making compensation determinations, the compensation committee considers peer group data, general market data, and any other factors the compensation committee deems appropriate.

Role of Our Named Executive Officers in Determining Executive Compensation

The compensation committee has established an annual performance review program for our NEOs pursuant to which annual corporate goals are determined and communicated in writing to each executive at the beginning of each calendar year. As part of this annual performance review, our CEO submits corporate performance goals which are reviewed and approved by the compensation committee at the beginning of each year. Additionally, at the conclusion of each fiscal year, NEOs conducted a self-evaluated performance assessment, followed by an independent annual evaluation by the CEO. The CEO then provided a recommendation on total compensation for each of our NEOs which is then reviewed and approved by the compensation committee subject to Board approval. In connection with 2024 compensation, the CEO provided such recommendations based on review of the competitive market analysis conducted by our independent compensation adviser and the performance of each NEO (other than himself) to the compensation committee. While the compensation committee reviewed these recommendations and valued the CEO’s observations with respect to the other NEOs, the ultimate decisions regarding NEO compensation were determined by the compensation committee in collaboration with its independent compensation advisor and subject to approval by the Board.

The CEO does not make recommendations as to his own compensation. In the case of the CEO, his individual performance evaluation is conducted by the chairman of the board of directors and the compensation committee, which determine the compensation committee’s recommendations to the Board on his total compensation.

Base Salary

In February 2024, in connection with the compensation committee’s evaluation of Company and NEO performance during 2023, the compensation committee recommended and the Board approved a modest base salary increase for our NEOs including our CEO as set forth in the table below. The NEOs base salary was increased to better align to median market practice, as indicated by the peer group compensation reports from Alpine Rewards and other third-party compensation studies.


	2023 Salary	2024 Salary	% Increase
Ameet Mallik	$721,000	$746,000	3.5 %
Jose “Pepe” Carmona	$480,000	$505,000	5.2 %
Mohamed Zaki	$650,000	$670,000	3.1 %

Annual Incentive Compensation and Bonuses

The performance goals of the AIP vary year to year, as approved by the compensation committee and our Board. Our principal objective in providing annual incentive compensation and bonuses is to reward strong Company

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performance. While we target our opportunities for annual incentive compensation to be comparable to the median level of our peer group of companies, this guideline is based on target award levels and actual payouts to the NEOs, including our CEO can vary significantly based on actual performance.

We set target award levels for our executives based on a percentage of their base salary, as reflected in each NEO’s employment agreement or as otherwise determined by the compensation committee. For Mr. Mallik, the target annual incentive award was 60% of base salary, and for Mr. Carmona and Dr. Zaki, their target annual incentive awards were 50% of base salary. The compensation committee and Board reviewed the Company performance goals for the NEOs at its February 2024 meeting and finalized and approved the goals shortly thereafter. In setting the goals for 2024, the compensation committee determined the weight that any particular Company performance goal carried within the applicable category.

For the CEO and all other NEOs, the achievement of the foregoing Company performance goals account for 100% of their annual incentive compensation. Payout is capped at 150% of target for Company performance goals. With respect to the 2024 AIP, our compensation committee had discretion to increase or reduce any payment amount, including down to zero, that would otherwise be earned or payable to any executive and to take into account assessment of any other additional factors. The following table sets forth our 2024 corporate performance goals, the relative weighting of each goal and the year-end results.


Performance Goals	Weighting	Actual	Achieved
Zynlonta Revenue	25%	• Achieved $69.3 million in net sales	17.5%

Advance Clinical Trials	30%	• LOTIS 5: Completed enrollment by end of year • LOTIS 7: Completed Part 1, dose escalation and initiated Part 2, does expansion. Disclosed initial results in Part 2 in December	37.5%

Advance PBD-Based Pipeline on Solid Tumor and Advance Non-PBD Early Research Platform in Solid Tumor	20%	• ADCT-601: Monotherapy dose optimization cohort and combination cohort enrollment completed • Progressed four candidates to IND enabling stage • Identified and completed in-vivo feasibility and toxicology testing for two novel payloads	25%

Extend Cash Runway, Complete Business Development Transaction and Drive Employee Engagement	25%	• Completed follow-on offering and extended expected cash runway into mid 2026 • Business Development transaction not yet completed • Employee turnover and engagement achieved at or above target	15%

TOTAL			95%

At the February 2025 meeting, the compensation committee assessed whether and to what extent the applicable performance goals were achieved for 2024. As discussed above, the compensation committee and our board of directors determined that our performance goals were achieved at a level of 95% as a result of the accomplishments during 2024. Based on this level of achievement for 2024, Mr. Mallik received a bonus payout of $425,354, Mr. Carmona received a bonus payout of $239,879 and Dr. Zaki received a bonus payout of $318,260.

Retention Bonuses

In order to incentivize Mr. Mallik and Mr. Carmona to remain employed with us and continue making positive contributions to our business, Mr. Mallik and Mr. Carmona each received cash retention bonuses in December 2023. The retention bonus shall be paid in two equal installments with 50% paid in December 2023 and the other 50% to be paid in June 2024, subject to the NEO continuing to remain employed and perform in a satisfactory manner until that date. Mr. Mallik received a retention bonus of $576,800 and Mr. Carmona received a retention bonus of $360,000. The retention bonuses are additionally subject to a clawback: the NEO must pay

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back all or a portion of the retention bonus if the NEO’s employment is terminated by the Company for “Cause” or if the NEO resigns for any reason other than “Good Reason”, each as defined in their employment agreements, which are summarized in “—Employment Agreements.” The NEO must also pay back 100% of the retention bonus if he is terminated by the Company for Cause or resigns without Good Reason prior to December 31, 2024. The NEO must pay back 50% of the retention bonus if his employment is terminated by the Company for Cause or resigns without Good Reason on or after December 31, 2024 and prior to December 31, 2025. The repayments, if applicable, will be made on an after-tax basis.

Long-Term Incentives – Equity Compensation

We maintain the 2019 Equity Incentive Plan, the Conditional Share Capital Plan and the Inducement Plan, all of which are broad-based omnibus equity compensation programs that permit the compensation committee to award various types of equity-based awards. Following a review of the benchmark data as provided by our committee’s independent compensation adviser, the compensation committee determined the targeted number of shares to grant for our 2024 annual grant based on a review of market grant levels as measured as a percent of common shares outstanding. The targeted positioning versus market aligns our long-term incentive philosophy to norms within our industry. Although in prior years our long-term incentive award was issued in both stock options and RSUs, in 2024 the grant (awarded in 2023) was issued as 100% time-vested restricted stock units. Granting in RSUs allows us to effectively manage our annual share usage while continuing to provide the necessary incentives that continue to drive shareholder alignment. We intend to annually revisit our long-term incentive program to determine which vehicles strike the right balance between shareholder alignment, engagement and performance.

Our compensation committee elected to make the annual awards for 2024 in December 2023 in order to better align our executive officers and employees with shareholders and encourage retention of the team. In December 2023, we granted 990,000 RSUs to Mr. Mallik, 350,000 RSUs to Mr. Carmona and 270,000 RSUs to Dr. Zaki under the Conditional Share Capital Plan. These RSUs vest 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date. Instead of making annual equity awards in March 2024, we made the annual equity grants in December 2023, which resulted in two equity grants in one year due to the changed schedule. As a result of pulling forward the 2024 grant, there were no equity awards to our named executive officers in 2024 and the next equity grant was issued in February 2025.

We utilize double trigger vesting. Accordingly, unless the compensation committee determines otherwise with respect to a particular grant, to the extent a change in control of the Company occurs and the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) and if the awards are assumed by, or replaced with awards with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation), the awards will vest or become fully exercisable, as applicable on the date that the grantee is terminated by the Company without cause or the executive terminates his or her employment with good reason if such termination is upon or within 12 months following the change in control.

The compensation committee recommends and the Board approves compensation for our NEOs. The compensation committee may make off-cycle grants for newly hired or newly promoted officers, and otherwise makes other grants only in special circumstances. We strictly refrain from retroactively granting share options or common share grants and avoid aligning grant timing with the disclosure of material nonpublic information about our Company. We believe that our grant practices are appropriate and minimize questions regarding timing of grants in anticipation of material events, since grants become effective in accordance with standard grant procedures.

Perquisites

We do not engage in programs that offer personal benefit perquisites to our NEOs.

Broad-Based Programs

Our NEOs participate in our broad-based group health plan and 401(k) savings plan (the “401(k) Plan”) offered to all of our full-time U.S. based employees. Our 401(k) Plan provides a discretionary company matching contribution, currently equal to 100% of each employee’s contribution up to the first 5% of the employee’s deferral into the 401(k) Plan up to the maximum deferrals permitted under the Internal Revenue Code. Additionally, the match is contributed with each semimonthly payroll.

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Employees can designate the investment of their 401(k) Plan accounts from among a broad range of mutual funds. We do not allow investment in our common shares through the 401(k) Plan. We pay the premiums for group term life and disability insurance coverage for the NEOs on the same terms that apply to all Company employees.

Compensation Adviser Independence

In connection with the compensation reviews conducted throughout 2024, the compensation committee worked directly with Alpine Rewards through June 2024. Following a process where we periodically evaluate our consulting needs, we retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as our adviser. Both Alpine Rewards and Pearl Meyer report directly to the compensation committee, and all endeavors undertaken by our advisers on behalf of the Company were executed under the explicit direction and authority vested in them by the compensation committee. Alpine Rewards was engaged principally to provide an executive compensation analysis for 2024. Alpine Rewards also provided guidance with respect to employee and non-employee director equity compensation. Neither Alpine Rewards or Pearl Meyer have any other direct or indirect business relationships with the Company or any of its affiliates.

After examining whether there was a conflict of interest present between the Company and its advisers, the compensation committee concluded that Alpine Rewards and Pearl Meyer did not have any conflicts of interest during 2024. In reaching this conclusion, the compensation committee considered the six independence factors relating to committee advisers that are specified in SEC Rule 10C-1.

Clawback Policy

The ADC Therapeutics SA Clawback Policy (the “Clawback Policy”), enacted in 2023, applies to each of our NEOs, as well as other current and former executive officers. We adopted the Clawback Policy pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. All awards granted under our 2019 Equity Incentive Plan, Conditional Share Capital Plan and Inducement Plan are subject to “clawback” in accordance with the Clawback Policy. The Clawback Policy requires the Company to clawback compensation that is (i) incentive-based, (ii) erroneously awarded and (iii) received by an executive officer during the three years preceding the date an accounting restatement was required. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under U.S. federal securities law in order to correct a material error to previously issued financial statements or an error that would result in a material misstatement if corrected in the current period or left uncorrected in the current period, we will seek repayment of incentive compensation or require the forfeiture or reduction of outstanding or future equity-based incentive compensation, as may be determined by the compensation committee.

Ongoing and Post-Employment Compensation

Please see “—Employment Agreements” below for a description of the NEO employment agreements.

Tax Considerations

One of the factors that the compensation committee considers when determining compensation is the anticipated tax treatment to the Company and to the executives of the various payments and benefits.

Equity Compensation Plans

2019 Equity Incentive Plan

Plan Administration. The 2019 Equity Incentive Plan is administered by the compensation committee of our board of directors, subject to the board of directors’ discretion to administer or appoint another committee to administer it.

Awards. Equity incentive awards under the 2019 Equity Incentive Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards but not “incentive stock options” for purposes of U.S. tax laws. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant.

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Vesting. The vesting conditions for grants under the equity incentive awards under the 2019 Equity Incentive Plan are set forth in the applicable award documentation.

Termination of Service and Change in Control. In the event of a participant’s termination of employment, the compensation committee may, in its discretion, determine the extent to which an equity incentive award may be exercised, settled, vested, paid or forfeited. In the event of our termination of a participant’s employment without Cause or a participant’s resignation for Good Reason (as defined in the 2019 Equity Incentive Plan) upon or within 18 months following a change in control of the company (as defined in the 2019 Equity Incentive Plan), any awards outstanding to the participant (unless otherwise provided in the award agreement) will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In the event of a change in control that involves a merger, acquisition or other corporate transaction, any outstanding award not assumed, substituted, replaced or continued in connection with the transaction will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In connection with a change of control, the compensation committee may, in its discretion, take any one or more of the following actions with respect to outstanding awards: (i) cancel any such award, in exchange for a payment in cash, securities or other property or any combination thereof with a value equal to the value of such award based on the per share value of common shares received or to be received by other shareholders in the event (or without payment of consideration if the committee determines that no amount would have been realized upon the exercise of the award or other realization of the participant’s rights); (ii) require the exercise of any outstanding option; (iii) provide for the assumption, substitution, replacement or continuation of any award by the successor or surviving corporation, along with appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation, subject to any replacement awards, the terms and conditions of the replacement awards (including performance targets) and the grant, exercise or purchase price per share for the replacement awards; (iv) make any other adjustments in the number and type of securities (or other consideration) subject to (a) such awards and in the terms and conditions of such awards in order to prevent the dilution or enlargement of benefits intended to be made available under the 2019 Equity Incentive Plan and (b) awards that may be granted in the future; (v) provide that any such award shall be accelerated and become exercisable, payable and/or fully vested with respect to all shares covered thereby or (vi) provide that any award shall not vest, be exercised or become payable as a result of such event.

Termination and Amendment. Unless terminated earlier, the 2019 Equity Incentive Plan will continue for a term of ten years. Our board of directors has the authority to amend or terminate the 2019 Equity Incentive Plan subject to shareholder approval with respect to certain amendments. However, no such action may impair the rights of the recipient of any options unless agreed to by the recipient.

Conditional Share Capital Plan

Plan Administration. The Conditional Share Capital Plan is administered by the compensation committee of our board of directors, subject to the board of directors’ discretion to administer or appoint another committee to administer it.

Awards. Equity incentive awards under the Conditional Share Capital Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards but not “incentive stock options” for purposes of U.S. tax laws. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant.

Vesting. The vesting conditions for grants under the equity incentive awards under the Conditional Share Capital Plan are set forth in the applicable award documentation.

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settle, and options and share appreciation rights will become fully exercisable. In connection with a change of control, the compensation committee may, in its discretion, take any one or more of the following actions with respect to outstanding awards: (i) cancel any such award, in exchange for a payment in cash, securities or other property or any combination thereof with a value equal to the value of such award based on the per share value of common shares received or to be received by other shareholders in the event (or without payment of consideration if the committee determines that no amount would have been realized upon the exercise of the award or other realization of the participant’s rights); (ii) require the exercise of any outstanding option; (iii) provide for the assumption, substitution, replacement or continuation of any award by the successor or surviving corporation, along with appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation, subject to any replacement awards, the terms and conditions of the replacement awards (including performance targets) and the grant, exercise or purchase price per share for the replacement awards; (iv) make any other adjustments in the number and type of securities (or other consideration) subject to (a) such awards and in the terms and conditions of such awards in order to prevent the dilution or enlargement of benefits intended to be made available under the Conditional Share Capital Plan and (b) awards that may be granted in the future; (v) provide that any such award shall be accelerated and become exercisable, payable and/or fully vested with respect to all shares covered thereby or (vi) provide that any award shall not vest, be exercised or become payable as a result of such event.

Termination and Amendment. Unless terminated earlier, the Conditional Share Capital Plan will continue for a term of ten years. Our board of directors has the authority to amend or terminate the Conditional Share Capital Plan subject to shareholder approval with respect to certain amendments. However, no such action may impair the rights of the recipient of any options unless agreed to by the recipient.

2022 Employee Stock Purchase Plan

Under the terms of our 2022 Employee Stock Purchase Plan (the “ESPP”), eligible employees are provided the opportunity to purchase our common shares during offering periods established by the administrator based on participants’ applied payroll deductions of up to a fixed dollar amount or percentage of their eligible compensation. The purchase price per share will equal 85% of the lower of either (a) the common shares’ fair market value on the first trading day of an offering period (in either case, the “enrollment date”) or (b) the common shares’ fair market value on the applicable “purchase date” of the offering period.

Participants may voluntarily end their participation in the ESPP prior to the end of the applicable offering period, and will be paid their accrued payroll deductions that have not yet been used to purchase common shares. Participation will end automatically upon a participant’s termination of employment.

Inducement Plan

Plan Administration. The Inducement Plan is administered by the compensation committee of our board of directors, subject to the board of directors’ discretion to administer or appoint another committee to administer it.

Awards. Equity incentive awards under the Inducement Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards but not “incentive stock options” for purposes of U.S. tax laws. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant.

Vesting. The vesting conditions for grants under the equity incentive awards under the Inducement Plan are set forth in the applicable award documentation.

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and share appreciation rights will become fully exercisable. In connection with a change of control, the compensation committee may, in its discretion, take any one or more of the following actions with respect to outstanding awards: (i) cancel any such award, in exchange for a payment in cash, securities or other property or any combination thereof with a value equal to the value of such award based on the per share value of common shares received or to be received by other shareholders in the event (or without payment of consideration if the committee determines that no amount would have been realized upon the exercise of the award or other realization of the participant’s rights); (ii) require the exercise of any outstanding option; (iii) provide for the assumption, substitution, replacement or continuation of any award by the successor or surviving corporation, along with appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation, subject to any replacement awards, the terms and conditions of the replacement awards (including performance targets) and the grant, exercise or purchase price per share for the replacement awards; (iv) make any other adjustments in the number and type of securities (or other consideration) subject to (a) such awards and in the terms and conditions of such awards in order to prevent the dilution or enlargement of benefits intended to be made available under the Inducement Plan and (b) awards that may be granted in the future; (v) provide that any such award shall be accelerated and become exercisable, payable and/or fully vested with respect to all shares covered thereby or (vi) provide that any award shall not vest, be exercised or become payable as a result of such event.

Termination and Amendment. Unless terminated earlier, the Inducement Plan will continue for a term of ten years. Our board of directors has the authority to amend or terminate the Inducement Plan. However, no such action may impair the rights of the recipient of any options unless agreed to by the recipient.

Employment Agreements

Employment Agreement with Ameet Mallik

Ameet Mallik serves as the Company’s President and Chief Executive Officer under an executive employment agreement with ADC Therapeutics America, Inc. (the “Employer”) dated as of May 6, 2022 (as amended by letter dated December 20, 2023). Pursuant to such employment agreement, Mr. Mallik is entitled to receive an annual base salary of $700,000, subject to increase if approved by the compensation committee, and is eligible to receive an annual target cash bonus of 60% of his base salary, payable based on the achievement of performance goals as established by the compensation committee. Mr. Mallik is eligible to be considered for an annual equity grant subject to approval by the compensation committee. For a summary of Mr. Mallik’s equity awards, please see “—Long-Term Incentives—Equity Compensation”.

If Mr. Mallik’s employment is terminated for any reason (including by reason of death or disability (as defined in his employment agreement)), he is entitled to receive (i) accrued base salary through the termination date, (ii) payment of any earned, but unused, paid time off, and (iii) reimbursement of expenses in accordance with the Employer’s reimbursement policy (the “Accrued Amounts”).

If the Employer terminates Mr. Mallik’s employment without “Cause”, or if Mr. Mallik terminates his employment with “Good Reason” (as these terms are defined in his employment agreement) between the date of the notice of termination and the effective termination date, the Employer has agreed to pay Mr. Mallik, in addition to the Accrued Amounts and to the extent permitted by Swiss law, all base salary, benefits and continued vesting of unvested options and RSUs. The Employer may elect to place Mr. Mallik on garden leave between the date of the notice of termination and the effective termination date, during which time he will receive all base salary, benefits and continued vesting of unvested options and RSUs. Following termination, Mr. Mallik will receive (i) a pro-rata target bonus for the fiscal year of termination, payable on the first payroll date following 60 days post-termination and (ii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 12 months post-termination.

If the Employer terminates Mr. Mallik’s employment without “Cause” or if Mr. Mallik terminates with “Good Reason”, the notice period is one year. However, in either case Mr. Mallik may elect to leave any time after 60 days following the date of the notice of termination. If the Employer terminates Mr. Mallik’s employment with “Cause”, the termination may be effective immediately. If Mr. Mallik terminates without “Good Reason”, the notice period is 60 days.

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Following the end of Mr. Mallik’s employment, he will be subject to a non-compete obligation for 12 months, during which time he will be paid a monthly gross amount equal to 50% of the sum of (i) his base salary in the last month prior to the date of his termination and (ii) one twelfth of his target bonus for the financial year in which the date of his termination occurs. The Employer may waive the post-employment non-compete at any time by giving one months’ written notice to Mr. Mallik.

In addition, if the Employer terminates Mr. Mallik’s employment without “Cause”, or if Mr. Mallik terminates his employment with “Good Reason”, in either case within 18 months following a change in control (as defined in his employment agreement), Mr. Mallik’s outstanding unvested equity awards, including options and RSUs, become fully and immediately vested.

The payment of the pro-rata target bonus and the employer portion of COBRA payments following termination is conditioned on the execution by Mr. Mallik of a release in favor of the Company and compliance with the restrictive covenant provisions applicable to Mr. Mallik under his employment agreement.

Employment Agreement with Jose (Pepe) Carmona

Jose (Pepe) Carmona serves as the Company’s Chief Financial Officer under an executive employment agreement with the Employer dated as of December 19, 2022. Pursuant to such employment agreement, Mr. Carmona is entitled to receive an annual base salary of $480,000, subject to increase if approved by the compensation committee, and is eligible to receive an annual target cash bonus of 50% of his base salary, payable based on the achievement of performance goals as established by the compensation committee. Mr. Carmona is eligible to be considered for an annual equity grant subject to approval by the compensation committee. For a summary of Mr. Carmona’s equity awards, please see “—Long-Term Incentives—Equity Compensation”.

If Mr. Carmona’s employment is terminated for any reason (including by reason of death or disability (as defined in his employment agreement)), he is entitled to receive the Accrued Amounts.

If the Employer terminates Mr. Carmona’s employment without “Cause”, or if Mr. Carmona terminates his employment with “Good Reason” (as these terms are defined in his employment agreement) between the date of the notice of termination and the effective termination date, the Employer has agreed to pay Mr. Carmona, in addition to the Accrued Amounts and to the extent permitted by Swiss law, all base salary, benefits and continued vesting of unvested options and RSUs. The Employer may elect to place Mr. Carmona on garden leave between the date of the notice of termination and the effective termination date, during which time he will receive all base salary, benefits and continued vesting of unvested options and RSUs. Following termination, Mr. Carmona will receive (i) a pro-rata target bonus for the fiscal year of termination, payable on the first payroll date following 60 days post-termination and (ii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 12 months post-termination.

If the Employer terminates Mr. Carmona’s employment without “Cause” or if Mr. Carmona terminates with “Good Reason”, the notice period is one year. However, in either case Mr. Carmona may elect to leave any time after 60 days following the date of the notice of termination. If the Employer terminates Mr. Carmona’s employment with “Cause”, the termination may be effective immediately.

The payment of the pro-rata target bonus and the employer portion of COBRA payments following termination is conditioned on the execution by Mr. Carmona of a release in favor of the Company and compliance with the restrictive covenant provisions applicable to Mr. Carmona under his employment agreement.

Employment Agreement with Mohamed Zaki

Dr. Mohamed Zaki serves as the Company’s Chief Medical Officer under an executive employment agreement dated as of December 22, 2023. Pursuant to such employment agreement, Dr. Zaki is entitled to receive an annual base salary of $650,000, subject to increase if approved by the compensation committee, and is eligible to receive an annual target cash bonus of 50% of his base salary, payable based on the achievement of performance goals as established by the compensation committee. Dr. Zaki is also eligible to be considered for an annual equity award subject to approval by the compensation committee. For a summary of Dr. Zaki’s equity awards, please see “—Long-Term Incentives—Equity Compensation”.

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If Dr. Zaki’s employment is terminated for any reason (including by reason of death or disability (as defined in his employment agreement)), regardless of whether he signs a release of claims against the Company, he is entitled to receive the Accrued Amounts and the payment of any earned but unpaid annual bonus from the prior fiscal year (the “Prior Year Bonus”).

If the Employer terminates Dr. Zaki’s employment without “Cause”, or if Dr. Zaki terminates his employment with “Good Reason” (as these terms are defined in his employment agreement), in addition to the Accrued Amounts and the Prior Year Bonus, the Employer has agreed to pay Dr. Zaki a severance payment equivalent to (i) the sum of Dr. Zaki’s base salary and target bonus for the year in which termination occurs, divided by 12, (“Monthly Severance”) multiplied by 15 and paid in equal installments over the 15 month period following the date of termination (ii) a pro-rata target bonus for the fiscal year of termination, payable within 60 days post-termination, (iii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 15 months and (iv) all outstanding equity grants held by Dr. Zaki which vest based on his continued service over time shall accelerate, become fully vested and/or exercisable over the 15 month period following a termination of employment. The Employer may elect to place Dr. Zaki on garden leave between the date of the notice of termination and the effective termination date (which will be at least 60 days following the date of the notice of termination other than a termination for cause), during which time he will continue to receive base salary and benefits, and his outstanding equity awards will continue to vest.

In addition, if the Employer terminates Dr. Zaki’s employment without “Cause”, or if Dr. Zaki terminates his employment with “Good Reason”, in each case within 12 months following a change in control (as defined in his employment agreement), the Employer has agreed to pay Dr. Zaki a severance payment of (i) the Monthly Severance amount multiplied by 18 and paid in equal installments over 18 months, (ii) a pro-rata target bonus for the fiscal year of termination, payable within 60 days post-termination, (iii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 18 months and (iv) all outstanding equity grants held by Dr. Zaki shall accelerate, become fully vested and/or exercisable as of the date of the change in control. The severance payment is conditioned on the execution by Dr. Zaki of a release and compliance with the restrictive covenant provisions applicable to Dr. Zaki under his employment agreement.

Summary Compensation Table


Name and Principal Position	Year	Salary	Bonus⁽¹⁾	Stock Awards⁽²⁾	Option Awards⁽³⁾	Non-Equity Incentive Plan Compensation	Non- Qualified Deferred Compensation Earnings	All Other Compensation⁽⁴⁾	Total
Ameet Mallik Chief Executive Officer	2024	$746,235	$621,732	$—	$—	$425,354	$—	$44,307	$1,837,628
Ameet Mallik Chief Executive Officer	2023	$721,000	$705,065	$1,059,300	$881,250	$367,710	$—	$45,100	$3,779,425
Jose “Pepe” Carmona Chief Financial Officer	2024	$505,008	$180,000	$—	$—	$239,879	$—	$8,698	$933,585
Jose “Pepe” Carmona Chief Financial Officer	2023	$480,000	$180,000	$374,500	$—	$204,000	$—	$20,857	$1,259,357
Mohamed Zaki⁽⁵⁾ Chief Medical Officer	2024	$670,020	$—	$—	$—	$318,260	$—	$21,233	$1,009,513
Mohamed Zaki⁽⁵⁾ Chief Medical Officer	2023	$647,292	$1,475,000	$288,900	$1,701,000	$276,250	$—	$15,409	$4,403,851

(1)

The amounts disclosed in this column represent the portion of retention bonuses paid in 2023 to Mr. Mallik and Mr. Carmona, 50% of which was paid in December 2023 and 50% of which was paid in June 2024. Mr. Mallik was also paid a portion of his special first-year bonus originally awarded upon his hire in May 2022 pursuant to his employment agreement as described below. Dr. Zaki was paid the special first-year bonus awarded upon his hire in January 2023 pursuant to his employment agreement as described below.

(2)

The amounts reported in this column represent the aggregate grant date fair value of RSUs granted to our NEOs during 2023, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards are described in Note 18, “Share-based compensation” to our audited consolidated financial statements.

(3)

The amounts reported in this column represent the aggregate grant date fair value of options granted to our NEOs during 2023, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option awards are described in Note 18, “Share-based compensation” to our audited consolidated financial statements.

(4)

The amounts in this column represent health insurance benefits, life and disability insurance, 401(k) matching contributions and other wellness benefits. In 2024: For Mr. Mallik: health insurance, $36,639; 401(k) matching contributions, $6,008; life and disability insurance, $1,634; and other, $26. For Mr. Carmona: 401(k) matching contributions, $7,038; and life and disability insurance, $1,634; and other, $26. For Dr. Zaki: health insurance, $14,156; 401(k) matching contributions, $5,417; life and disability insurance, $1,634; and other, $26. In 2023: For Mr. Mallik: health insurance, $35,345; 401(k) matching contributions, $7,510; life and disability insurance, $1,645; and other, $600. For Mr. Carmona: 401(k) matching contributions, $19,212; and life and disability insurance, $1,645. For Dr. Zaki: health insurance, $13,764; and life and disability insurance, $1,645.

(5)	Dr. Zaki, the Company’s Chief Medical Officer, began employment with the Company on January 3, 2023.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding equity awards for our NEOs as of December 31, 2024.


		Option Awards				Stock Awards
Name	Grant Date	Number of securities underlying unexercised options exercisable	Number of securities underlying unexercised options unexercisable⁽¹⁾	Option exercise price	Option expiration date	Number of shares or units of stock that have not vested⁽²⁾	Market value of shares or units of stock that have not vested	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested
Ameet Mallik	5/6/2022	689,725	378,236	$10.95	5/6/2032	78,125	$155,469	—	$—
	3/22/2023	273,437	351,563	$1.99	3/22/2033	—	$—	—	$—
	12/6/2023	—	—	$—	—	495,000	$985,050	—	$—
Jose Carmona	12/19/2022	230,000	230,000	$3.04	12/19/2032	—	$—	—	$—
Jose Carmona	12/6/2023	—	—	$—	—	175,000	$348,250	—	$—
Mohamed Zaki	1/3/2023	447,222	252,778	$3.59	1/3/2033	—	$—	—	$—
Mohamed Zaki	12/6/2023	—	—	$—	—	135,000	$268,650	—	$—

(1)

For Mr. Mallik and Mr. Carmona: These option vest over four years from the date of grant, with 1/4 vesting on the first anniversary of such date, and the remainder vesting monthly in 36 equal installments, subject to continued service through each such vesting date. For Dr. Zaki: The options will vest over three years from the date of grant with 33% vesting after one year and in equal monthly installments thereafter.

(2)

For the RSU grants issued on December 6, 2023: Represent restricted stock units (“RSUs”) which vest 50% on the one-year anniversary of the grant date and the remainder on the two-year anniversary of the grant date. For Mr. Mallik’s RSU grant issued on May 6, 2022: These grants vest 1/3 on each of the first three anniversaries of the grant date.

Pension Benefits

Our NEOs are eligible to participate in our 401(k) Plan, which is a defined contribution plan offered to all of our full-time U.S. based employees. There are no other pension benefit arrangements covering our NEOs.

Potential Payments upon Termination or Change in Control

The material terms of the contracts with each of our NEOs are summarized under “—Employment Agreements” above, including payments to NEOs at, following or in connection with the resignation, retirement or other termination of an NEO, or a change in the NEO’s responsibilities following a change in control.

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Pay Versus Performance

The following summarizes the relationship between the total compensation paid to our CEO and other Named Executives Officers (“NEOs”), and our financial performance. In this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our NEOs other than our CEO are referred to as our “Non-PEO NEOs”):


Year	Summary compensation table total for PEO⁽¹⁾	Compensation actually paid to PEO⁽²⁾	Average summary compensation table total for non-PEO NEOs⁽¹⁾	Average compensation actually paid to non-PEO NEOs⁽²⁾	Value of initial fixed $100 investment based on total shareholder return⁽³⁾	Net income (loss) in millions
2024	$1,837,628	$4,130,959	$971,549	$1,579,197	$51.82	$(157.8)
2023	$3,779,425	$2,678,585	$2,831,604	$2,155,670	$ 43.23	$(240.1)

(1)	See the “Summary Compensation Table” above for detail. The Average compensation of our Non-PEOs was also derived from the “Summary Compensation Table” above.

(2)

For purposes of this table, the compensation actually paid (“Compensation Actually Paid”, or “CAP”) means the total compensation as reflected in the “Summary Compensation Table” less the grant date fair values of stock awards and option awards included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table, and adjusted for the following with respect to equity awards granted:

•	Plus the year-end value of awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year,

•	Plus/(less) the change in value as of the end of the covered fiscal year as compared to the end of the prior fiscal year for awards which were granted in prior years and were outstanding and unvested at the end of the covered fiscal year,

•	Plus the vesting date value of awards which were granted and vested during the same covered fiscal year (none of the equity awards held by NEOs were granted and vested in the same year),

•	Plus/(less) the change in value as of the vesting date as compared to the end of the prior fiscal year for awards which were granted in prior years and vested in the covered fiscal year,

•	Less, as to any awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year (none of the equity awards held by NEOs were forfeited during the year covered in the table),

•	Plus the dollar value of any dividends or other earnings paid during the year on outstanding and unvested awards (no dividends or other earnings were paid by the Company during the year covered in the table),

•

Plus, as to an award that is materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the equity awards held by the NEOs were materially modified during the year covered in the table).

In making each of these adjustments, the value of an award is the fair value of the award on the applicable date determined in accordance with FASB’s ASC Topic 718 using the valuation assumptions we then use to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each year and the footnotes to the Summary Compensation Table.

The tables below reflect the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEO and provide a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our PEO and Non-PEOs for the fiscal year 2024.


Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO			Fiscal Year 2024
Summary of Compensation Table Total			$1,837,628
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year			—
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted In Fiscal Year			—
Plus (Less): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years			370,313
Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year			—
Plus (Less): Change in Fair Value of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year			1,923,018
Compensation Actually Paid			$4,130,959

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Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs			Fiscal Year 2024
Summary of Compensation Table Total			$971,549
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year			—
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted In Fiscal Year			—
Plus (Less): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years			112,704
Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year			—
Plus (Less): Change in Fair Value of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year			494,944
Compensation Actually Paid			$1,579,197

(3)	Total Shareholder Return represents the return on a fixed investment of $100 in ADC Therapeutics SA (ADCT) stock for the period beginning on the last trading day of 2022 through the end of the applicable fiscal year.

CAP versus Company Total Shareholder Return

The Company’s Total Shareholder Return in 2024 was $51.82 based on a $100 initial fixed investment and the PEO CAP was $4.1 million. The non-PEO CAP was $1.6 million. The Company does not use Total Shareholder Return as a primary metric to determine compensation levels or incentive plan payout. In future years we will determine whether there are any trends in the relationship between Total Shareholder Return and CAP over time.

CAP versus Net Income (Loss)

As shown in the chart above, the Company’s net loss in 2024 was $157.8 million and the PEO CAP was $4.1 million. The non-PEO CAP was $1.6 million. The Company does not use net income/loss as a primary metric to determine compensation levels or incentive plan payout. In future years we will determine whether there are any trends in the relationship between net income/loss and CAP over time.

Actions to Recover Erroneously Awarded Compensation

None.

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DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy

Each of our non-employee directors is entitled to receive the following compensation pursuant to our current director compensation policy, as applicable:

The compensation of the non-executive members of the board of directors may consist of fixed and variable compensation elements. Total compensation shall take into account the position and level of responsibility of the recipient. Additionally, the Company pays the employer’s portion of social security contributions due on these amounts, as applicable.

Compensation may be paid in the form of cash, shares, options or other share-based instruments or units, or in the form of other types of benefits. The board of directors or, to the extent delegated to it, the Compensation Committee, shall determine grant, vesting, exercise, restriction and forfeiture conditions and periods. In particular, it may provide for continuation, acceleration or removal of vesting, exercise, restriction and forfeiture conditions and periods, for payment or grant of compensation based upon assumed target achievement, or for forfeiture, in each case in the event of pre-determined events such as a change of control or termination of a service or mandate agreement. The Company may procure the required shares or other securities through purchases in the market, from treasury shares or by using conditional or authorized share capital. Compensation may be paid by the Company or companies controlled by it.

Non-Employee Director Compensation

The following table sets forth information concerning the compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2024.


Name	Fees Earned or Paid in Cash	Stock Awards⁽¹⁾⁽²⁾	Option Awards⁽²⁾⁽³⁾	Non-Equity Incentive Plan Compensation	Non-Qualified Deferred Compensation Earnings	All Other Compensation⁽⁴⁾	Total
Ron Squarer	$85,000	$126,400	$—	$—	$—	$14,073	$225,473
Robert Azelby	$67,500	$126,400	$—	$—	$—	$—	$193,900
Jean-Pierre Bizzari	$62,500	$126,400	$—	$—	$—	$827	$189,727
Peter Hug	$90,000	$126,400	$—	$—	$—	$11,035	$227,435
Viviane Monges	$80,000	$126,400	$—	$—	$—	$26,658	$233,058
Thomas Pfisterer	$45,000	$126,400	$—	$—	$—	$10,198	$181,598
Tyrell J. Rivers	$—	$—	$—	$—	$—	$—	$—
Victor Sandor	$67,500	$126,400	$—	$—	$—	$—	$193,900

(1)

The amounts reported in this column represent the aggregate grant date fair value of RSUs granted to our NEOs during 2024, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards are described in Note 18, “Share-based compensation” to our audited consolidated financial statements.

(2)

As of December 31, 2024: Mr. Squarer held 40,000 unvested RSUs. Mr. Azelby held 40,000 unvested RSUs and 19,375 unvested options. Mr. Bizarri held 40,000 unvested RSUs and 12,246 unvested options. Mr. Hug held 40,000 unvested RSUs. Ms. Monges held 40,000 unvested RSUs and 1,492 unvested options. Mr. Pfisterer held 40,000 unvested RSUs. Mr. Rivers did not hold any unvested RSUs or unvested options. Mr. Sandor held 40,000 unvested RSUs.

(3)

The amounts reported in this column represent the aggregate grant date fair value of options granted to our NEOs during 2024, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option awards are described in Note 18, “Share-based compensation” to our audited consolidated financial statements.

(4)	The amounts in this column represent social security contributions as required by applicable laws as well as certain non-mandatory benefits under local social security schemes. For 2024 non-mandatory benefits - Ms. Monges: Pension benefit: $13,279.

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Annual Retainers for Non-Employee Directors

The Non-Employee Directors Azelby, Bizzari, Hug, Monges, Pfisterer, Sandor and Squarer receive the following fees effective following the Annual General Meeting in June 2024:


Membership Fees (in US $)	Chairman	Member	Vice Chair & Lead Independent Director
Board	$85,000	$45,000	$70,000
Audit	$30,000	$15,000	N/A
Compensation	$15,000	$7,500	N/A
Nomination & Corporate Governance	$10,000	$5,000	N/A
Science & Technology	$15,000	$7,500	N/A

2024 Equity Awards for Non-Employee Directors

On June 13, 2024, the Company granted Mr. Azelby, Dr. Bizzari, Mr. Hug, Ms. Monges, Mr. Pfisterer, Dr. Sandor and Mr. Squarer 40,000 Restricted Stock Units with a one year vest date.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table is a summary of the common shares authorized for issuance under equity compensation plans as of December 31, 2024:


Plan Category	Number of common shares to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of common shares remaining available for future issuance under equity compensation plans (excluding common shares to be issued upon exercise of outstanding options, warrants and rights)
Equity compensation plans approved by security holders:
2022 Employee Stock Purchase Plan	—	—	— *
Conditional Share Capital Plan
Options	N/A	N/A	N/A
Restricted share units	2,497,349	N/A	N/A
Total for Conditional Share Capital Plan	2,497,349	N/A	3,355,883
Equity compensation plans not approved by security holders:
2019 Equity Incentive Plan:
Options	10,054,588	$9.02	N/A
Restricted share units	608,961	N/A	N/A
Total for 2019 Equity Incentive Plan	10,663,549	N/A	4,330,311
Inducement Plan:
Options	642,700	$3.63	N/A
Restricted share units	N/A	N/A	N/A
Total for Inducement Plan	642,700	N/A	357,300

The aggregate number of shares that may be issued pursuant to rights granted under the 2022 Employee Stock Purchase Plan is equal to 1% of our common share capital at the plan’s adoption. In addition to the foregoing, on the first day of each calendar year beginning on January 1, 2024 and ending on and including January 1, 2032, the number of common shares available for issuance under the 2022 Employee Stock Purchase Plan is increased by that number of common shares equal to the least of (a) 1% of the common shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of common shares as determined by the board of directors. The number of shares reported in this column represents the number of common shares available for future issuance as of December 31, 2024.

The material features of the equity compensation plans adopted without shareholder approval are described below. Any such material plans under which awards in Company shares may currently be granted are included as exhibits to this Annual Report.

2019 Equity Incentive Plan

Eligible Participants. The administrator is able to offer equity awards at its discretion under the 2019 Equity Incentive Plan to: (1) any employees of us or any of our subsidiaries; (2) any non-employee directors serving on our board of directors; and (3) any consultants or other advisers to us or any of our subsidiaries. The administrator of the plan may determine that an award for the benefit of a non-employee director will be granted to an affiliate of such director, but only to the extent consistent with the registration of shares offered under the plan on Form S-8 under the Securities Act.

Awards. The maximum number of common shares in respect of which awards may be granted under the 2019 Equity Incentive Plan is 17,741,355 common shares (including share-based equity awards granted to date, less awards forfeited), subject to adjustment in the event of certain corporate transactions or events if necessary to prevent dilution or enlargement of the benefits made available under the plan. Equity incentive awards under

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the 2019 Equity Incentive Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards but not “incentive stock options” for purposes of U.S. tax laws. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant.

Vesting. The vesting conditions for grants under the equity incentive awards under the 2019 Equity Incentive Plan are set forth in the applicable award documentation.

Inducement Plan

Eligible Participants. The administrator is able to offer equity awards at its discretion under the Inducement Plan to any employee who is eligible to receive an employment inducement grant in accordance with NYSE Listed Company Manual 303A.08.

Awards. The maximum number of common shares in respect of which awards may be granted under the Inducement Plan is 1,000,000 common shares (including share-based equity awards granted to date, less awards forfeited), subject to adjustment in the event of certain corporate transactions or events if necessary to prevent dilution or enlargement of the benefits made available under the plan. Equity incentive awards under the Inducement Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards but not “incentive stock options” for purposes of U.S. tax laws. Options and share appreciation rights will have an exercise price determined by the administrator but will not be less than fair market value of the underlying common shares on the date of grant.

Vesting. The vesting conditions for grants under the equity incentive awards under the Inducement Plan are set forth in the applicable award documentation.

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Termination of Service and Change in Control. In the event of a participant’s termination of employment, the compensation committee may, in its discretion, determine the extent to which an equity incentive award may be exercised, settled, vested, paid or forfeited. In the event of our termination of a participant’s employment without Cause or a participant’s resignation for Good Reason (as defined in the Inducement Plan) upon or within 18 months following a change in control of the company (as defined in the Inducement Plan), any awards outstanding to the participant (unless otherwise provided in the award agreement) will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In the event of a change in control that involves a merger, acquisition or other corporate transaction, any outstanding award not assumed, substituted, replaced or continued in connection with the transaction will immediately vest and settle, and options and share appreciation rights will become fully exercisable. In connection with a change of control, the compensation committee may, in its discretion, take any one or more of the following actions with respect to outstanding awards: (i) cancel any such award, in exchange for a payment in cash, securities or other property or any combination thereof with a value equal to the value of such award based on the per share value of common shares received or to be received by other shareholders in the event (or without payment of consideration if the committee determines that no amount would have been realized upon the exercise of the award or other realization of the participant’s rights); (ii) require the exercise of any outstanding option; (iii) provide for the assumption, substitution, replacement or continuation of any award by the successor or surviving corporation, along with appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation, subject to any replacement awards, the terms and conditions of the replacement awards (including performance targets) and the grant, exercise or purchase price per share for the replacement awards; (iv) make any other adjustments in the number and type of securities (or other consideration) subject to (a) such awards and in the terms and conditions of such awards in order to prevent the dilution or enlargement of benefits intended to be made available under the Inducement Plan and (b) awards that may be granted in the future; (v) provide that any such award shall be accelerated and become exercisable, payable and/or fully vested with respect to all shares covered thereby or (vi) provide that any award shall not vest, be exercised or become payable as a result of such event.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information relating to the beneficial ownership of our common shares as of April 1, 2025:

•	each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding common shares;

•	each of our executive officers and directors and nominees to such positions; and

•	all executive officers and directors and nominees to such positions as a group.

The number of common shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any common shares over which the individual has sole or shared voting power or investment power as well as any common shares that the individual has the right to acquire within 60 days from April 1, 2025 through the exercise of any option or other right. Except as otherwise indicated, and subject to applicable community property laws, we believe that the persons named in the table have sole voting and investment power.

The percentage of outstanding common shares beneficially owned is computed based on 99,178,286 common shares outstanding as of April 1, 2025. Common shares that a person has the right to acquire within 60 days are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group. Unless otherwise indicated below, the business address for each beneficial owner is ADC Therapeutics SA, Biopôle, Route de la Corniche 3B, 1066 Epalinges, Switzerland.


Principal Shareholders	Number of Common Shares Beneficially Owned	Percentage of Common Shares Beneficially Owned
5% Shareholders
Redmile Group LLC⁽¹⁾	15,669,217	15.8%
Entities affiliated with Dr. Hans-Peter Wild⁽²⁾	9,788,944	9.9%
Prosight Management L.P.⁽³⁾	9,617,531	9.7%
OrbiMed⁽⁴⁾	5,968,451	6.0%
BlackRock, Inc.⁽⁵⁾	5,011,857	5.1%
Executive Officers and Directors and Nominees
Robert Azelby	27,859	*
Jean-Pierre Bizzari

SEC Form DEF 14A filed by ADC Therapeutics SA