SEC Form PRE 14A filed by ADC Therapeutics SA

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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:

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.

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

 

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.

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.

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.

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

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.

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

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.

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.

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.

At the close of business on the record date, there were        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.

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).

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.

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.

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.

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.

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.

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.

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.

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.

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.

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).

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

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.

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.

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.

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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:

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.

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:

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:

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:

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.

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

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.

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.

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.

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

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.

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.

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.

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.

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:

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.

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:

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

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.”

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

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.

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.

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

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.

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.”

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:

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:

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.

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.

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.

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

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.

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.

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

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.

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

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.

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.

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.

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.

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

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.

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.

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.

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.

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 Conditional Share Capital Plan) upon or within 18 months following a change in control of the company (as defined in the Conditional Share Capital 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 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.

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.

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.

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.

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.

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.

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.

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.

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”.

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.

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

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.

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.

None.

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.

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.

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:

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.

The following table is a summary of the common shares authorized for issuance under equity compensation plans 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.

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.

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

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.

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.

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.

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.

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.

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.

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

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.

The following is a description of transactions requiring disclosure pursuant to Item 404 of Regulation S-K that we have entered into since January 1, 2024 with any of our executive officers, directors, director nominees or their affiliates and holders of more than 5% of any class of our voting securities in the aggregate, which we refer to as related parties, other than compensation arrangements which are described under “Executive Compensation” and “Director Compensation.”

We have entered into indemnification agreements with our executive officers and directors. The indemnification agreements and our amended and restated articles of association require us to indemnify our executive officers and directors to the fullest extent permitted by law.

On January 18, 2024, we entered into an agreement (the “Redmile Agreement”) with the Redmile Group, LLC (“Redmile”) regarding preemptive rights and advance subscription rights with respect to shares of the Company. The Company agreed that the Company’s board of directors will not restrict the preemptive rights of Redmile or its affiliates based on Article 4a(4)(g) of the Company’s articles of association or restrict the advance subscription rights of Redmile or its affiliates based on Article 4c(3) of the Company’s articles of association as long as (i) Redmile (including its affiliates and any other person or entity forming a “group” (as defined in Rule 13d-5 under the Exchange Act)) does not directly or indirectly control, own or have the right to control or own, collectively, shares representing more than 20% of the Company’s share capital or (ii) Redmile (including its affiliates and any other person or entity forming a “group” (as defined in Rule 13d-5 under the Exchange Act)) directly or indirectly controls, owns or has the right to control or own, collectively, shares representing more than 20% of the Company’s share capital but the Company’s board of directors determines that Redmile does not have an intent to effect a change of control of the Company. If, at any time, Redmile (including its affiliates and any other person or entity forming a “group” (as defined in Rule 13d-5 under the Exchange Act)) directly or indirectly controls, owns or has the right to control or own, collectively, shares representing more than 20% of the Company’s share capital and the Company’s board of directors determines that Redmile has an intent to effect a change of control of the Company, the Company’s board of directors will provide a reasonable opportunity to Redmile to explain its intentions. Thereafter, if the Company’s board of directors determines that Redmile does not intend to effect a change of control of the Company, the Company’s board of directors will not restrict the preemptive rights of Redmile or its affiliates based on Article 4a(4)(g) of the Company’s articles of association or restrict the advance subscription rights of Redmile or its affiliates based on Article 4c(3) of the Company’s articles of association. However, if the Company’s board of directors maintains its determination that Redmile has an intent to effect a change of control of the Company, the Company’s board of directors may restrict the preemptive rights of Redmile and its affiliates based on Article 4a(4)(g) of the Company’s articles of association and restrict the advance subscription rights of Redmile and its affiliates based on Article 4c(3) of the Company’s articles of association.

We have adopted a related-party transaction policy, which states that any related-party transaction must be approved or ratified by the audit committee or board of directors. In determining whether to approve or ratify a transaction with a related party, the audit committee or board of directors will consider all relevant facts and circumstances, including, without limitation, the commercial reasonableness of the terms of the transaction, the benefit and perceived benefit, or lack thereof, to us, the opportunity costs of an alternative transaction, the materiality and character of the related party’s direct or indirect interest and the actual or apparent conflict of interest of the related party. The audit committee or board of directors will not approve or ratify a related-party transaction unless it has determined that, upon consideration of all relevant information, such transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders.

For the years ended December 31, 2024 and 2023, PricewaterhouseCoopers SA was the Company’s independent registered public accounting firm.

Audit fees include the standard audit work performed each fiscal year necessary to allow the auditor to issue an opinion on our consolidated financial statements and to issue an opinion on the local statutory financial statements. Audit fees also include services that can be provided only by the external auditor such as reviews of quarterly financial results and review of our securities offering documents.

Audit-related fees consisted of fees billed for assurance and related services that were reasonably related to the performance of the audit or review of our consolidated financial statements or for services that were traditionally performed by the external auditor.

Tax fees are fees billed for professional services for tax compliance and tax advice.

In accordance with the requirements of the Sarbanes-Oxley Act and rules issued by the SEC, the audit committee reviews and pre-approves of any services performed by PricewaterhouseCoopers SA. The procedures require that all proposed future engagements of PricewaterhouseCoopers SA for audit and permitted non-audit work are submitted to the audit committee for approval prior to the beginning of any such service. In accordance with this policy, all services performed by and fees paid to PricewaterhouseCoopers SA in this Item were approved by the audit committee.

The information contained in the following Audit Committee Report shall not be deemed to be soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.

The audit committee reviewed and discussed our audited consolidated financial statements for the year ended December 31, 2024, with management. The audit committee has discussed with PricewaterhouseCoopers SA the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The audit committee received the written disclosures and the letter from PricewaterhouseCoopers SA required by the applicable requirements of the PCAOB regarding PricewaterhouseCoopers SA’s communications with the audit committee concerning independence and discussed with PricewaterhouseCoopers SA its independence.

Based on the review and discussions referred to above, the audit committee recommended to the board of directors that our audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC.

Respectfully submitted by the audit committee:

Viviane Monges (chair)

Robert Azelby

Tyrell Rivers

Under Swiss law, a company must submit a management report, its annual financial statements and its consolidated financial statements to shareholders for approval or disapproval at each annual general meeting.

The 2024 Annual Report, the statutory annual financial statements for the year ended December 31, 2024, including the auditors’ report thereon, and the consolidated financial statements for the year ended December 31, 2024, including the auditors’ report thereon, are available on the Investors section of our website at adctherapeutics.com. You may also obtain a printed copy of these documents at no cost, upon written or oral request, by contacting us at 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.

The board of directors proposes that the management report, the annual financial statements and the consolidated financial statements for the year ended December 31, 2024, be approved and the auditors’ report for the year ended December 31, 2024, be acknowledged.

The affirmative vote of a majority of votes represented is required for this proposal. Abstentions will have the same effect as votes “AGAINST” this proposal. This is a “routine” item and thus we do not expect any broker non-votes.

The board of directors recommends that you vote “FOR” this proposal.

Under Swiss law, we are required to prepare a separate compensation report each year that contains specific items in a presentation format determined by Swiss law. Under Swiss corporate law, our compensation report must be submitted to shareholders for approval in an advisory vote.

The board of directors proposes that the Company’s compensation report for the year ended December 31, 2024, be approved in a non-binding advisory vote.

The affirmative vote of a majority of votes cast is required for this proposal. Abstentions will have the same effect as votes “AGAINST” this proposal. Broker non-votes will have no effect on the result of this proposal.

The board of directors recommends that you vote “FOR” this proposal.

As is customary for Swiss corporations and in accordance with the Swiss Code of Obligations, shareholders are requested to release the members of the board of directors and the executive committee from liability for the year ended December 31, 2024. Discharge pursuant to the proposed resolution is only effective with respect to facts that have been disclosed to shareholders (including through any publicly available information, whether or not included in our filings with the SEC) and only binds shareholders who either voted in favor of the proposal or who subsequently acquired shares with knowledge that the shareholders have approved this proposal. In addition, shareholders who vote against this proposal, abstain from voting on this proposal, do not vote on this proposal or acquire their shares without knowledge of the approval of this proposal, may bring, as a plaintiff, any claims in a shareholder derivative suit within six months after the approval of the proposal. After the expiration of the six-month period, such shareholders will generally no longer have the right to bring, as a plaintiff, claims in shareholder derivative suits against members of the board of directors or the executive committee with respect to activities during the year ended December 31, 2024.

The board of directors proposes that the members of the board of directors and the executive committee be discharged from liability for the year ended December 31, 2024.

The affirmative vote of a majority of votes represented is required for this proposal. Abstentions will have the same effect as votes “AGAINST” this proposal. Broker non-votes will have no effect on the result of this proposal. Members of the board of directors and the executive committee and their representatives and entities controlled by them are not allowed to vote on this proposal.

The board of directors recommends that you vote “FOR” this proposal.

Under Swiss law, the appropriation of the financial results as set forth in the Company’s statutory financial statements must be submitted to shareholders for approval at each annual general meeting of shareholders.

The board of directors proposes that the net loss for the year ended December 31, 2024, be carried forward as follows:

The affirmative vote of a majority of votes represented is required for this proposal. Abstentions will have the same effect as votes “AGAINST” this proposal. This is a “routine” item and thus we do not expect any broker non-votes.

The board of directors recommends that you vote “FOR” this proposal.

Under Swiss law, members of the board of directors may only be elected by shareholders. The board of directors is presently composed of nine members. Each director, as well as the chair of the board of directors, must be elected annually and individually for a term extending until the completion of the next annual general meeting of shareholders.

At the recommendation of the nomination and corporate governance committee, the board of directors has nominated the nine individuals below to serve as directors for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders. Mr. Timothy Coughlin is proposed for election as a new member of the board of directors. All other nominees currently serve as members of the board of directors. The current terms of all members of the board of directors expire upon the closing of the Annual Meeting. Each of the nominated individuals below has consented to being named as a director nominee and agreed to continue to serve if elected.

For information concerning the director nominees, see “Board of Directors, Executive Officers and Corporate Governance Matters.”

There will be a separate vote on each nominee.

Proposal #5a: The board of directors proposes that Ron Squarer be reelected as the chair of the board of directors and a director for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Proposal #5b: The board of directors proposes that Robert Azelby be reelected as a director for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Proposal #5c: The board of directors proposes that Jean-Pierre Bizzari be reelected as a director for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Proposal #5d: The board of directors proposes that Peter Hug be reelected as a director for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Proposal #5e: The board of directors proposes that Ameet Mallik be reelected as a director for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Proposal #5f: The board of directors proposes that Viviane Monges be reelected as a director for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Proposal #5g: The board of directors proposes that Tyrell Rivers be reelected as a director for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Proposal #5h: The board of directors proposes that Victor Sandor be reelected as a director for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Proposal #5i: The board of directors proposes that Timothy Coughlin be elected as a director for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Timothy Coughlin, 58, has been nominated as a member of our board of directors. From 2002 to 2018, Mr. Coughlin was with Neurocrine Biosciences, becoming the Chief Financial Officer of Neurocrine Biosciences in 2006. Prior to joining Neurocrine, he was with Catholic Health Initiatives, where he served as Vice President

of Financial Services. He also served on the board of directors of Peloton Therapeutics prior to its sale to Merck & Co in 2019. In addition to our board of directors, he serves on the board of directors of aTyr Pharma, Travere Therapeutics and Fate Therapeutics. Mr. Coughlin holds a master’s degree in international business from San Diego State University and a bachelor’s degree in accounting from Temple University. Mr. Coughlin is a certified public accountant (CPA) in both California and Pennsylvania. We believe that Mr. Coughlin’s extensive experience as a CPA and in the biotech and biopharma space makes him a valuable addition to our board of directors.

If elected to our board of directors, Mr. Coughlin is expected to serve on the audit committee and become the chair of the audit committee. Our board of directors has determined that Mr. Coughlin is an independent director within the meaning of NYSE listing standards, is financially literate and is an “audit committee financial expert”. Mr. Coughlin was recommended by our Chairman to the Nominating and Corporate Governance Committee.

The affirmative vote of a majority of votes represented is required for these proposals. Abstentions will have the same effect as votes “AGAINST” the applicable proposal. Broker non-votes will have no effect on the result of the applicable proposal.

The board of directors recommends that you vote “FOR” all director nominees.

Under Swiss law, members of the compensation committee of the board of directors may only be elected by shareholders. The compensation committee is presently composed of three members. Each member must be elected annually and individually for a term extending until the completion of the next annual general meeting of shareholders.

At the recommendation of the nomination and corporate governance committee, the board of directors has nominated the three individuals below to serve as members of the compensation committee for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders. All of the nominees currently serve as members of the compensation committee. Their current terms expire upon the closing of the Annual Meeting. Each of the nominated individuals below has consented to being named as a nominee and agreed to continue to serve if elected.

For information concerning the nominees, see “Board of Directors, Executive Officers and Corporate Governance Matters.”

There will be a separate vote on each nominee.

Proposal #6a: The board of directors proposes that Robert Azelby be reelected as a member of the compensation committee for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Proposal #6b: The board of directors proposes that Peter Hug be reelected as a member of the compensation committee for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

Proposal #6c: The board of directors proposes that Victor Sandor be reelected as a member of the compensation committee for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

The affirmative vote of a majority of votes represented is required for these proposals. Abstentions will have the same effect as votes “AGAINST” the applicable proposal. Broker non-votes will have no effect on the result of the applicable proposal.

The board of directors recommends that you vote “FOR” all nominees.

Under Swiss law, the independent representative of the shareholders (Independent Proxy) must be elected at each annual general meeting for a one-year term ending at the completion of the following annual general meeting.

Shareholders may either represent their shares themselves, have them represented by a third party, whether or not a shareholder, if the latter is given a written proxy, or have them represented by the Independent Proxy. Under Swiss law, the Independent Proxy must satisfy strict independence requirements. In the absence of instructions, the Independent Proxy must abstain from voting.

The board of directors proposes that PHC Notaires, in Lausanne, Switzerland be reelected as the Independent Proxy for a one-year term, beginning as of the Annual Meeting and ending at the closing of the 2026 annual general meeting of shareholders.

The affirmative vote of a majority of votes represented is required for this proposal. Abstentions will have the same effect as votes “AGAINST” this proposal. This is a “routine” item and thus we do not expect any broker non-votes.

The board of directors recommends that you vote “FOR” this proposal.

Under our articles of association, the auditors must be elected at each annual general meeting of shareholders.

Upon recommendation of the audit committee, the board of directors proposes that PricewaterhouseCoopers SA be reelected as statutory auditor and independent registered public accounting firm for the year ending December 31, 2025. PricewaterhouseCoopers SA has served as our auditors since 2015. A representative of PricewaterhouseCoopers SA is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and is expected to be available to respond to appropriate questions from shareholders.

The board of directors proposes that PricewaterhouseCoopers SA be reelected as the statutory auditor and independent registered public accounting firm for the year ending December 31, 2025.

The affirmative vote of a majority of votes represented is required for this proposal. Abstentions will have the same effect as votes “AGAINST” this proposal. This is a “routine” item and thus we do not expect any broker non-votes.

The board of directors recommends that you vote “FOR” this proposal.

Under Swiss law and our articles of association, we must submit the following items for approval or disapproval at each annual general meeting: (i) the maximum aggregate amount of compensation for the members of the board of directors for the period between the current and the following annual general meeting of shareholders, (ii) the maximum aggregate amount of fixed compensation for the members of the executive committee for the following year, and (iii) the maximum aggregate amount of variable compensation for the members of the executive committee for the current year.

The compensation for the members of the board of directors and its committees is comprised of cash board fees and equity awards in the Company’s long-term equity incentive plan.

The executive committee is comprised of Ameet Mallik, Jose Carmona and Patrick van Berkel. The fixed compensation for the executive committee members is comprised of annual salary and social security and pension contributions paid by the Company. The variable compensation for the executive committee members is comprised of annual cash bonus payments and participation in the Company’s long-term equity incentive plan, including stock options and RSUs. The proposal assumes the Company pays the maximum bonus which is 150% of target. The target bonus ranges (at 100% target achievement) are between 50% and 60% of base salary. The Company’s compensation programs are designed to support a philosophy of pay for performance for the members of the executive committee while maintaining an overall level of compensation that is competitive with our peers and the biotech industry as a whole. Moreover, the board of directors plans to allocate a significant portion of the variable compensation to equity awards in order to help incentivize the executive committee members to create long-term value for the Company and strengthen the alignment of the interests of our executive committee members with our shareholders.

For more information concerning executive and director compensation, see “Executive Compensation” and “Director Compensation” and the compensation report for the year ended December 31, 2024.

There will be a separate vote on each proposal.

Proposal #9a: The board of directors proposes that the maximum aggregate amount of compensation for the members of the board of directors for the period between the Annual Meeting and the 2026 annual general meeting of shareholders be set at $2,300,000.

Proposal #9b: The board of directors proposes that the maximum aggregate amount of fixed compensation for the members of the executive committee for the year ending December 31, 2026, be set at $2,600,000.

Proposal #9c: The board of directors proposes that the maximum aggregate amount of variable compensation for the members of the executive committee for the year ending December 31, 2025, be set at $3,500,000.

The affirmative vote of a majority of votes represented is required for these proposals. Abstentions will have the same effect as votes “AGAINST” the applicable proposal. Broker non-votes will have no effect on the result of the applicable proposal.

The board of directors recommends that you vote “FOR” all proposals.

Under SEC rules, we are required to seek shareholder approval of an advisory resolution (commonly referred to as a “say-on-pay” vote) on our named executive compensation as reported in this Proxy Statement. The say-on-pay vote generally covers the calendar year prior to the date of our proxy statement. The SEC say-on-pay vote provides for a look-back to the calendar year before the date of the applicable proxy statement. This is in addition to the Swiss rules on executive say-on-pay and our articles of association, which require that we submit (i) the maximum aggregate amount of compensation of the members of each of the board of directors and the executive committee to a binding vote (Proposal #9) and (ii) the compensation report to a non-binding advisory vote (Proposal #2).

As the say-on-pay vote required under SEC rules is advisory, it will not be binding upon the board of directors or the compensation committee and neither the board of directors nor the compensation committee will be required to take any action as a result of the outcome of this vote. However, the board of directors and the compensation committee will carefully consider the outcome of this vote when considering future executive compensation policies.

In 2024, our shareholders approved the “say-on-pay” vote with over 93% of the votes cast (excluding broker non-votes) in support of the compensation of our named executive officers as disclosed in our 2024 proxy statement. Each year, we intend to submit the executive compensation of our named executive officers to an advisory vote at our annual general meeting of shareholders. We expect to hold the next advisory say-on-pay vote at our 2026 annual general meeting of shareholders.

The “Executive Compensation” section describes our executive compensation programs and the compensation decisions made by our Compensation Committee and Board of Directors for the fiscal year ended December 31, 2024, with respect to the Named Executive Officers. As described in detail in the “Executive Compensation” section, our Compensation Committee believes that the most effective compensation program is designed to provide a substantial portion of executive compensation in the form of variable, at-risk pay which is earned based on performance. Our Compensation Committee thoughtfully employs the primary compensation elements of base salary, annual cash incentives, and long-term equity awards, to achieve these objectives.

The board of directors is proposing that the following proposal be approved: “RESOLVED, that the Company’s shareholders approve, on an advisory basis under U.S. law, the compensation of the Company’s named executive officers, as disclosed in “Executive Compensation” and the related compensation tables and narrative disclosure in this proxy statement.”

The affirmative vote of a majority of votes cast is required for the approval of this proposal. Abstentions will have the same effect as votes “AGAINST” this proposal. Broker non-votes will have no effect on the result of this proposal.

The board of directors recommends that you vote “FOR” this proposal.

On April 4, 2025, the Board of Directors approved, subject to shareholder approval at the Annual Meeting, an amendment to our 2019 Equity Incentive Plan to increase the number of shares authorized under the 2019 Equity Incentive Plan by 4,850,000 shares.

The Compensation Committee believes the number of shares available under the 2019 Equity Incentive Plan is not sufficient to make the grants that will be needed over the next year to provide adequate long-term equity incentives to our key employees. Approval of the amendment to the 2019 Equity Incentive Plan will enable the Company to continue making equity compensation grants that serve as incentives to recruit and retain key employees and to continue aligning the interests of its employees with shareholders. If the amendment to the 2019 Equity Incentive Plan is not approved by our shareholders, the Company may be required to increase the cash component of our compensation mix, which would severely inhibit our ability to (i) align our executives’ interests with the interests of our shareholders, (ii) conserve our cash reserves, (iii) recruit and retain new executives, key employees and non-employee directors, and (iv) motivate our current executives and key employees over a long-term horizon. As of the Record Date, nearly all of our issued and outstanding stock options are significantly “underwater.”

Except for the proposed increase in the number of shares authorized under the 2019 Equity Incentive Plan, the amendment does not change any provisions of the 2019 Equity Incentive Plan. Appendix A to this Proxy Statement contains a copy of the amended 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.

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 currently 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 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.

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.

The following table sets forth the number of awards that have been granted under the 2019 Equity Incentive Plan to our directors and executive officers as of March 31, 2025. Any future awards under the 2019 Equity Incentive Plan are not presently determinable.

The board of directors is proposing that an amendment to increase the number of shares authorized under 2019 Equity Incentive Plan be approved.

The affirmative vote of a majority of votes cast is required for the approval of this proposal. Abstentions will have the same effect as votes “AGAINST” this proposal. Broker non-votes will have no effect on the result of this proposal.

The board of directors recommends that you vote “FOR” this proposal.

Swiss companies may have a so-called conditional share capital, under which new shares in the amount of up to 50% of the share capital can be issued through the exercise or mandatory exercise of equity-linked instruments issued by the board of directors. Our articles of association provide for (i) a conditional share capital for employee participation (article 4b of our articles of association) and (ii) a conditional share capital for financing, acquisitions and other purposes (article 4c of our articles of association), both of which set forth the maximum number of new common shares that the board of directors is authorized to use as underlying of such equity-linked instruments. Our conditional share capital for employee participation (article 4b of our articles of association) authorizes our board of directors to issue a certain number of common shares through the direct or indirect issuance of shares, or through the exercise or mandatory exercise of rights to acquire shares or through obligations to acquire shares, which were granted to or imposed on members of the board of directors, members of the executive management, employees, contractors or consultants of the Company or its group companies, or other persons providing services to the Company or its group companies.

At the time of our initial public offering in May 2020, our articles of association provided for a conditional share capital for employee participation that authorized the board of directors to issue up to 11,700,000 common shares pursuant to article 4b of our articles of association. On December 6, 2024 the Company issued 2,152,518 common shares out of the conditional capital for employee participation. To enable the Company to be able to deliver common shares under its various employee participation plans, the board of directors proposes to amend article 4b para. 1 of the articles of association to increase the number of common shares issuable under this conditional share capital from 9,547,482 common shares to 12,776,259 common shares, which corresponds to the maximum number permissible under Swiss law, being 50% of our share capital, minus the number of common shares issuable under our conditional share capital for financing, acquisitions and other purposes (article 4b of our articles of association).

The number of common shares that the Board would be authorized to use as underlying of equity-linked instruments under our conditional share capital for employee participation would correspond to 12.57% of all shares currently in issue.

If this proposal is approved, except as required under NYSE listing standards, no further authorization from shareholders will be necessary or solicited prior to an issuance of common shares under the conditional share capital for employee participation.

Although the maximum number of shares authorized for issuance under our Conditional Share Capital Plan is the maximum number of shares available for issuance under the conditional share capital for employee participation, we do not intend to use the additional shares from this proposal to increase the number of shares authorized for issuance under our Conditional Share Capital Plan. We intend to use our conditional share capital for employee participation for the issuance of common shares upon the exercise of options and vesting of RSUs granted under our share-based compensation plans in the ordinary course of business.

Approval of this proposal does not mean that the maximum number of shares authorized to be issued under the conditional capital for employee participation will, in fact, be issued. Rather, approval of this proposal gives the board of directors, in its discretion, the ability to issue shares to settle awards granted or to be granted under our share-based compensation plans.

Release No. 34-15230 of the SEC Staff requires disclosure and discussion of the effects of any action that may be used as an anti-takeover mechanism. Because the proposed amendments to the articles of association will result in an increase in the conditional share capital for employee participation, this proposal could, under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of the board of directors. An increase in the conditional share capital for employee participation could enable the board of directors to render more difficult or discourage an attempt by a party attempting to obtain control of us by tender offer or

other means. The use of the conditional share capital for employee participation to issue common shares or securities convertible into or exercisable for common shares to participants in our share-based compensation plans would increase the number of outstanding shares entitled to vote, increase the number of votes required to approve a change of control of us and dilute the interest of a party attempting to obtain control of us. Any such issuance could deprive shareholders of benefits that could result from an attempt to obtain control of the Company, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of common shares or securities convertible into or exercisable for common shares to persons friendly to the board of directors could make it more difficult to remove incumbent officers and directors from office even if such change were favorable to shareholders generally.

As stated above, we have no present intent to use the increase in the conditional share capital for employee participation for anti-takeover purposes, and the proposed amendments to the articles of association are not part of a plan by the board of directors to adopt a series of anti-takeover provisions; however, if this proposal is approved by the shareholders, then a greater amount of common shares or other securities would be available for such purpose than is currently available. This proposal is not the result of any attempt to obtain control of us and the board of directors has no present intent to authorize the issuance of additional common shares or other securities to discourage any such efforts if they were to arise.

Under Swiss law, shareholders are not entitled to dissenters’ right of appraisal or similar right with respect to this proposal. We will not independently provide shareholders with any such right or similar right.

Our directors and executive officers have an interest in this proposal as they are eligible participants under our share-based compensation plans. See “Executive Compensation,” “Director Compensation” and “Security Ownership of Certain Beneficial Owners and Management.”

The board of directors is proposing that the amendments to article 4b paragraph 1 of the articles of association to increase the Company’s conditional share capital for employee participation from 9,547,482 common shares (CHF 763,798.56) to 12,776,259 common shares (CHF 1,022,100.72) be approved, as follows (amendment underlined for ease of reference):

“The share capital may be increased in an amount not to exceed CHF 1,022,100.72 through the issuance of up to 12,776,259 fully paid in registered shares with a par value of CHF 0.08 per share through the direct or indirect issuance of shares, or through the exercise or mandatory exercise of rights to acquire shares or through obligations to acquire shares, which were granted to or imposed on members of the Board of Directors, members of the executive management, employees, contractors or consultants of the Company or its group companies, or other persons providing services to the Company or its group companies.”

The affirmative vote of two-thirds of the votes represented is required for this proposal. Abstentions will have the same effect as votes “AGAINST” the applicable proposal. Broker non-votes will have no effect on the result of this proposal.

The board of directors recommends that you vote “FOR” this proposal.

As of the date of this Proxy Statement, we know of no other business that will be conducted at our Annual Meeting other than as described in this Proxy Statement. If any other matter or matters are properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting, unless the shareholder elected otherwise in its instructions to the Independent Proxy, the Independent Proxy will have authority to vote the proxy on such matters in accordance with the recommendation of the board of directors.

Our financial statements for the year ended December 31, 2024, are included in our Annual Report on Form 10-K filed with the SEC on March 27, 2025. This Proxy Statement and our Annual Report are posted on the Investors section of our website adctherapeutics.com and are available from the SEC at its website at sec.gov. You may also obtain a printed copy of this Proxy Statement and the proxy materials, including our Annual Report, 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

We maintain a website at adctherapeutics.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Proxy Statement, and references to our website address in this Proxy Statement are inactive textual references only.

Section 16 of the Exchange Act requires our executive officers and directors, as well as persons who beneficially own more than 10% of our common shares, to file reports on their holdings of and transactions in our common shares. Based solely on a review of the copies of such forms in our possession and on written representations from reporting persons, we believe that during the fiscal year 2024 all required reports were filed in a timely manner other than a Form 3 by Redmile Group LLC, which was filed on February 9, 2024, and a Form 3 by Hans Peter Wild, which was filed on June 6, 2024.

Shareholders wishing to present a proposal for inclusion in our proxy materials for the 2026 annual general meeting of shareholders pursuant to Rule 14a-8 of the Exchange Act must timely submit their proposals so that they are received by our Secretary at the address below no later than December 26, 2025 (120 calendar days prior to the anniversary of our mailing this Proxy Statement). The submission of a shareholder proposal does not guarantee that it will be included in our proxy statement and any such proposal must comply with the requirements of Rule 14a-8 in order to be considered for inclusion in our proxy materials for the 2026 annual general meeting of shareholders. Any communication to be made to our Secretary should be sent to ADC Therapeutics SA, c/o ADC Therapeutics America, Inc., 430 Mountain Avenue, 4th Floor, New Providence, NJ 07974, Attention: Secretary.

Shareholders who, alone or together, represent at least 0.5% of the share capital or voting rights may request that an item be included on the agenda of a meeting of shareholders or that a proposal with respect to an existing agenda item be included in the proxy statement for the 2026 annual general meeting of shareholders. Assuming the 2026 annual general meeting of shareholders is held in accordance with Swiss law on June 3, 2026, shareholders wishing to include an item on the agenda or a proposal with respect to an agenda item (including

the nomination of a candidate for election to the board of directors) in the proxy statement for the 2026 annual general meeting of shareholders, other than pursuant to Rule 14a-8 of the Exchange Act, must submit a written notice so that it is received by our Secretary no later than March 5, 2026 (90 calendar days prior to the assumed date of the 2026 annual meeting of shareholders).

Any shareholder proposal or director nominations, including proposals pursuant to Rule 14a-8 of the Exchange Act, must comply with Swiss law and our articles of association.

To solicit proxies in support of director nominees other than the Company’s nominees, a shareholder must give timely notice that complies with the requirements of Rule 14a-19 and which must be received no later than April 6, 2026 (60 days prior to the anniversary of the 2025 annual general meeting of shareholders).

provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

Notwithstanding the foregoing or any provision of any Award Document to the contrary, for any Award to which Section 17 applies that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A and 457A of the Code), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A and 457A of the Code), such amount shall not be distributed on such Change in Control but instead shall vest as of the date of such Change in Control and shall be paid on the scheduled payment date specified in the applicable Award Document, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring any additional tax, penalty, interest or other expense under Section 409A and 457A of the Code.

provided, however, that in the case of an employee, the transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company, from one Subsidiary to another Subsidiary or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or a Subsidiary as a member of the Board or a consultant or other advisor shall not be deemed a cessation of service that would constitute a Termination of Service; and provided further that a Termination of Service will be deemed to occur for a Participant employed by a Subsidiary when a Subsidiary ceases to be a Subsidiary, unless such Participant’s employment continues with the Company or another Subsidiary.