DEF 14A of Immunocore Holdings plc
Filed Apr 12, 2024 · FY20230001140361-24-019623
What are the voting recommendations of our board of directors regarding the election of directors and other resolutions?
What are the voting recommendations of our board of directors regarding the election of directors and other resolutions? The following table summarizes the items that will be brought for a vote of our shareholders at the AGM, along with the voting recommendations of our board of directors.
What are the voting recommendations of our board of directors regarding the election of directors and other resolutions?
| Resolution | Description of Resolution | Board’s Recommendation | | 1 | To re-appoint Bahija Jallal, Ph.D. as a director | FOR | | 2 | To re-appoint Professor Sir John Bell as a director | FOR | | 3 | To approve, on advisory basis, the compensation of our named executive officers | FOR | | 4 | To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on executive compensation | ONE YEAR | | 5 | To ratify the appointment of Deloitte LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024 | FOR | | 6 | To re-appoint Deloitte LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders | FOR | | 7 | To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024 | FOR | | 8 | To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 | FOR | | 9 | To approve the director’s remuneration report for the year ended December 31, 2023, which is set forth in Annex A to this proxy statement | FOR | | 10 | To authorize the Company and all of its subsidiaries to make political donations and incur political expenditure | FOR | | 11 | That, with effect from the conclusion of the AGM, the draft articles of association produced to the AGM and, for the purpose of identification, initialed by the Chairman, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company’s existing articles of association | FOR |
Board of Directors
Board of Directors Our nominees for re-election as directors at the AGM are both currently serving as members of our board of directors. Information about each such nominee is set forth in resolutions 1 and 2 and is incorporated into this section by reference. Set forth below is a list of our directors and their ages as of the date of this proxy statement.
Board of Directors
| Name | Age | Position | | Bahija Jallal, Ph.D. | 62 | Chief Executive Officer and Executive Director | | Professor Sir John Bell | 71 | Chairman of the Board of Directors | | Travis Coy | 43 | Non-Executive Director | | Roy S. Herbst, M.D., Ph.D. | 61 | Director | | Siddharth Kaul | 63 | Director | | Robert Perez | 59 | Director | | Kristine Peterson | 64 | Director | | Professor Sir Peter Ratcliffe | 69 | Director |
Board of Directors
Biographical information for those directors who are not standing for re-election at the AGM and who will remain seated following the AGM, including each such individual’s principal occupation, business experience and education, and an explanation of the qualifications, skills and experiences that we believe are relevant to such individual’s service on our Board, are set forth below. The biographies of Dr. Jallal and Professor Sir John Bell are set forth above in resolutions 1 and 2, respectively.
Class I Directors Continuing in Office Until the 2025 Annual General Meeting
Class I Directors Continuing in Office Until the 2025 Annual General Meeting Travis Coy has served on our board of directors since September 2019. Mr. Coy currently serves as Vice President, Head of Transactions and M&A, Corporate Business Development at Eli Lilly and Company, a position he has held since October 2019. Prior to this role, Mr. Coy had a variety of finance and business development experiences at Lilly, where he has worked since 2003, including positions as Vice President, Transactions – Oncology and Diagnostics; Vice President, Transactions – Cardiometabolic Diseases, Drug Delivery and Devices; Finance Director of the Oncology Business Unit; Director of Investor Relations; Director of Corporate Finance and Investment Banking; and other financial controllership roles. Before transitioning to finance and business development, he was a chemist in Lilly’s research laboratories and a production manager for Milliken & Company. We believe that Mr. Coy’s experience in finance and business development qualify him to serve on our board of directors. Roy S. Herbst, M.D., Ph.D. has served on our board of directors since January 2021. He currently serves as Ensign Professor of Medicine, Deputy Director of Yale Cancer Center and Chief of Medical Oncology at Yale Cancer Center and Smilow Cancer Hospital. Previously, Dr. Herbst served as the Barnhart Distinguished Professor and Chief of the Section of Thoracic Medical Oncology in the Department of Thoracic/Head and Neck Medical Oncology, at the University of Texas M.D. Anderson Cancer Center from 1991 to 2011. He also served as Professor in the Department of Cancer Biology and Co-Director of the Phase I Clinical Trials Program from 2002 to 2011. In 2020, Dr. Herbst was awarded the Distinguished Public Service Award for Exceptional Leadership in Cancer Science Policy by the American Association for Cancer Research. He is also a member of the board of directors of the American Association for Cancer Research, the International Association for the Study of Lung Cancer, Shanghai Junshi Biosciences Co., Ltd. and the Thoracic Malignancy Steering Committee at the National Cancer Institute. We believe Dr. Herbst’s extensive scientific background and expertise in cancer treatment and research qualifies him to serve on our board of directors. Professor Sir Peter Ratcliffe has served on our board of directors since November 2020. Professor Sir Peter Ratcliffe currently serves as the Director of Clinical Research at The Francis Crick Institute in London and Director for the Target Discovery Institute and Distinguished Scholar of the Ludwig Institute for Cancer Research within the Nuffield Department of Medicine at the University of Oxford. Previously, Professor Sir Peter Ratcliffe served as Nuffield Professor and Head of the Nuffield Department of Clinical Medicine from 2004 to 2016. In 2019, Professor Sir Peter Ratcliffe was awarded the Nobel Prize for Physiology or Medicine alongside William G Kaelin, Jr. of Harvard University and Gregg L. Semenza of Johns Hopkins University. In 2002, Professor Sir Peter Ratcliffe was elected to the Fellowship of the Royal Society and to the Academy of Medical Sciences. He is also a member of European Molecular Biology Organization, a foreign honorary member of the American Academy of Arts and Sciences and a Fellow of the American Association for Cancer Research Academy. We believe Professor Ratcliffe’s extensive scientific background qualifies him to serve on our board of directors.
Class II Directors Continuing in Office Until the 2026 Annual General Meeting
Class II Directors Continuing in Office Until the 2026 Annual General Meeting Siddharth Kaul has served on our board of directors since June 2022. Mr. Kaul is a seasoned finance professional with deep expertise within the life sciences industry. He retired as Group Treasurer and Head of Business Planning and Analysis at Novartis in 2021 after a 17-year career at the company, where his previous roles included serving as Novartis' Chief Financial Officer, Pharma Europe and Chief Financial Officer, Pharma U.S. Mr. Kaul led the Novartis strategic review and spin-off of Alcon, Novartis' eye care business. Prior to joining Novartis, Mr. Kaul spent two decades at Procter & Gamble, where he worked in a number of finance leadership roles across financial planning and analysis, strategic planning, and accounting and auditing in the United States and Japan. Mr. Kaul holds a B.S. in Business Administration from West Virginia University and an M.B.A. from Indiana University Bloomington. We believe that Mr. Kaul's extensive experience in finance qualifies him to serve on our board of directors. Robert Perez has served on our board of directors since September 2019. Mr. Perez is an Operating Partner and part of General Atlantic’s Operations Group, with a particular focus on the biopharma and life sciences sectors. Before joining General Atlantic in 2019, he served as Managing Director of Vineyard Sound Advisors, LLC, an advisory practice focused on growth companies in the biopharmaceutical industry, from March 2015 to January 2019. Prior to that, Mr. Perez was with Cubist Pharmaceuticals, Inc. from 2003 until its sale to Merck & Co. in 2015, where he held various positions of increasing responsibility, including most recently as its President and Chief Executive Officer. Mr. Perez has served on the boards of directors of Vir Biotechnology, Inc. since January 2017 and Third Harmonic Bio, Inc. since February 2022, and he previously served on the boards of directors of AMAG Pharmaceuticals, Cidara Therapeutics, Inc., Spark Therapeutics, Inc., Unum Therapeutics and Zafgen, Inc. We believe Mr. Perez’s breadth of experience in investing and serving on boards of other companies in the biopharma and life sciences industries and his extensive management experience qualify him to serve on our board of directors. Kristine Peterson has served on our board of directors since November 2017. Ms. Peterson most recently served as Chief Executive Officer for Valeritas, Inc. from 2009 to 2016. Prior to joining Valeritas, Ms. Peterson was Company Group Chair of the biotechnology group at Johnson & Johnson from 2006 until 2009, where she was responsible for Commercial, Research & Development, and biologics manufacturing for oncology, immunology and cell therapy, and was Executive Vice President of Pharmaceutical Group Strategic Marketing from 2004 to 2006. Previously, she served as President and Senior Vice President, Commercial Operations for Biovail Corporation. Earlier in her career, Kristine spent 20 years at Bristol-Myers Squibb Company in a variety of senior roles across multiple disease areas, including running their cardiovascular and metabolics business unit. Ms. Peterson has served on the boards of directors of Enanta Pharmaceuticals since September 2017 and ImmunoGen, Inc. since January 2012, and she previously served on the boards of directors for Amarin Corporation plc, EyePoint Pharmaceuticals and Paratek Pharmaceuticals. Additionally, she previously served as a senior advisor to the Healthcare Businesswomen’s Association and a Member of the Biotechnology Industry Organization Board. Ms. Peterson has a B.S. and an M.B.A. from the University of Illinois at Urbana-Champaign. We believe Ms. Peterson’s operational knowledge of, and executive-level experience in, the global pharmaceutical and biotech industry qualify her to serve on our board of directors
Non-Executive Director Remuneration Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Professor Sir John Bell | 91,199 | 325,786 | 416,985 | | Travis Coy(3) | — | — | — | | Roy S. Herbst, M.D., Ph.D. | 61,199 | 325,786 | 386,985 | | Siddharth Kaul | 61,199 | 325,786 | 386,985 | | Robert Perez(3) | — | — | — | | Kristine Peterson | 63,699 | 325,786 | 389,485 | | Professor Sir Peter Ratcliffe | 58,699 | 325,786 | 384,485 |
Executive Summary
| • | Annual Incentive Plan Payout: 2023 was a transformative year for us, evidenced by our product launching in nine additional countries and reaching price agreements in three others, as well as our progress on our broader pipeline. After considering our overall performance, our remuneration committee determined that the corporate objectives under our annual incentive plan were achieved at 110% of target for named executive officers and all other employees. |
Executive Summary
| • | Peer Group Refresh: Given our growth trajectory, we annually reshape the peer group we utilize to set the compensation for our executives to ensure the companies included continue to match our geographic footprint, business focus, size and financial performance. |
Compensation Program Objectives, Philosophy and Elements of Compensation
| • | Utilize equity compensation and vesting periods for equity awards that encourage executives to remain employed and focus on sustained share price appreciation. |
Compensation Program Objectives, Philosophy and Elements of Compensation
| • | Adopt a mix between cash (fixed and at-risk) and equity compensation designed to encourage strategies and actions that are in our short- and long-term best interests. |
Compensation Program Objectives, Philosophy and Elements of Compensation
In evaluating our executive compensation policies and programs, as well as the short- and long-term value of our executive compensation plans, we consider both the performance and skills of each of our executives, as well as the compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short- and long-term incentives to maximize shareholder value. We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, the remuneration committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, a significant portion of the named executive officers’ target total direct compensation is comprised of performance-based bonus opportunities and long-term equity awards, in order to align the executive officers’ incentives with the interests of our shareholders and our corporate goals. In making executive compensation decisions, the remuneration committee generally considers each executive officer’s target total direct compensation, which consists of base salary, target bonus opportunity, which together with base salary we refer to as target total cash compensation, and long-term equity awards (valued based on an approximation of grant date fair value). Governance Practices The remuneration committee regularly reviews best practices in executive compensation and uses the following guidelines to design our executive compensation programs:
How We Determine Executive Compensation
| • | developing a group of peer companies to use as a reference in making executive compensation decisions; |
How We Determine Executive Compensation
| • | reviewing our director compensation policies and practices. |
How We Determine Executive Compensation
The remuneration committee has the sole authority to engage and terminate Aon’s services, as well as to approve its compensation. Our independent compensation consultant makes recommendations to the remuneration committee but has no authority to make compensation decisions on behalf of the remuneration committee or the Company. WTW and Aon reported to the remuneration committee and had direct access to the chairperson and the other members of the remuneration committee. Beyond data and advice related to executive and director compensation matters, and the Company’s purchase of general compensation data, WTW and Aon did not provide other services to us in fiscal year 2023. However, Aon has become our global employee benefits broker, effective January 1, 2024. The remuneration committee has analyzed whether the work of each of WTW and Aon as the compensation consultant raised any conflict of interest, considering relevant factors in accordance with SEC guidelines. Based on its analysis, our remuneration committee determined that the work of the WTW, Aon and the individual compensation advisors has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and the Nasdaq listing standards. Use of Competitive Market Compensation Data The remuneration committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the remuneration committee works annually with our independent compensation consultant to review and amend the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. The remuneration committee believes that the peer and market data provided by our independent compensation consultant is helpful in determining market-competitive compensation for our executives but does not tie any pay elements directly to specific benchmarks. Instead, the remuneration committee considers peer data as part of a market-check analysis that is used in conjunction with its assessments of numerous other factors, as noted under “Factors Used in Determining Executive Compensation” below. Fiscal Year 2023 Peer Group In October 2022, with recommendations from WTW, the remuneration committee identified a group of companies that would be appropriate peers for fiscal year 2023 compensation decisions, based on the following criteria:
Elements of Our Fiscal Year 2023 Executive Compensation Program
Annual Performance Bonuses The annual performance cash bonuses for our named executive officers are tied to achievement of our goals and objectives as set forth in the corporate scorecard for the relevant fiscal year. We develop our corporate scorecard each year based upon our performance goals and strategic priorities for the upcoming year. This corporate scorecard applies to our named executive officers and to all of our other employees who are eligible for annual performance cash bonuses. Each eligible employee has a target annual performance incentive opportunity that corresponds to achievement of 100% of the performance goals comprising the corporate scorecard. The corporate performance metrics and overall scorecard are adopted annually by the remuneration committee and communicated to each participant. Following the end of the year, the remuneration committee determines the extent to which the prior year’s corporate scorecard metrics were met and incentive payments are made as soon as practicable thereafter. Pursuant to our executive director remuneration policy, our Chief Executive Officer’s performance bonus amount is capped at 150% of base salary. 2023 Target Amounts In February 2023, the remuneration committee reviewed each of our named executive officer’s target bonus percentages. Following on a review of applicable market and peer group data provided by our independent compensation consultant, an assessment of individual performance and an analysis of each individual’s target total cash compensation, the remuneration committee determined that the 2022 target bonus percentages remained appropriate for each of the named executive officers. Each named executive officer’s target bonus as a percentage of annual base salary is reflected below.
Elements of Our Fiscal Year 2023 Executive Compensation Program
| Named Executive Officer | 2023 Target Bonus Percentage (as a % of Base Salary) | | Bahija Jallal | 75% | | Brian Di Donato | 40% | | David Berman | 40% | | Tina St. Leger | 40% |
Elements of Our Fiscal Year 2023 Executive Compensation Program
2023 Corporate Scorecard Design and Achievement For 2023, our corporate scorecard was comprised of performance objectives in three categories, with 50% of an executive’s bonus opportunity tied to the achievement of TCR innovation metrics, 40% tied to business growth metrics and 10% tied to workplace improvement metrics. The goals summarized below for each metric were selected by the remuneration committee based on the remuneration committee’s determination that each was important for our short- and long-term success. The remuneration committee set threshold (75% achievement for partially meeting the goal), target (100% achievement for meeting the goal) and maximum (125% achievement for exceeding the goal) performance levels for each goal. When it approved the 2023 performance objectives, the remuneration committee believed that achievement of target performance would be reasonably challenging based upon industry-wide conditions and our internal forecasts at the time. Further, the performance objectives were set within the backdrop of a difficult environment due to the Ukraine and Israel-Hamas wars and global geopolitical tensions. Our 2023 corporate scorecard and the relevant performance levels are summarized, for market factors and competitive reasons, below. The summary of our annual performance bonus design below includes the level of detail we believe we can disclose without creating competitive harm for the Company.
Elements of Our Fiscal Year 2023 Executive Compensation Program
| (1) Over the last two fiscal years, the remuneration committee has formalized an objective, numeric methodology for calculating the annual performance bonus achievement. In both of those years, the remuneration committee did not apply an individual performance modifier to Dr. Jallal’s bonus achievement. Instead, Dr. Jallal’s bonus payment was determined solely based on the approved corporate scorecard achievement (after any adjustment for overall Company performance by the remuneration committee). |
Equity Compensation
Equity Compensation In connection with our IPO, we adopted the 2021 Equity Incentive Plan, under which we may grant equity-based incentive awards to directors, employees (including our executive officers) and our and our affiliates’ consultants. We believe that our ability to grant equity awards is a valuable and necessary compensation tool that aligns the long-term interests of our executive officers with the financial interests of our shareholders and is therefore a key aspect of our pay-for-performance program. The remuneration committee believes that share options are inherently performance-based and automatically link executive pay to shareholder return, as the value realized, if any, from an award of share options is dependent upon, and directly proportionate to, future appreciation in our share price. Regardless of the reported value in the Summary Compensation Table, our named executive officers will only receive value from their share option awards if the market price of our ADSs increases above the market price of our ADSs at the time of grant and remains above such price as the share options continue to vest. In fiscal year 2023, we approved equity awards to our named executive officers in the form of share options. The remuneration committee used its subjective judgement to determine the amounts it believed were appropriate for each named executive officer, weighing the following factors: the executive’s target total direct compensation, current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our ordinary shares, internal equity amongst executives and market and peer group data provided by our independent compensation consultant. The share options will vest over a four-year period, with 25% of the shares subject to each award vesting on the first anniversary of the grant date and the remaining 75% vesting in substantially equal quarterly installments over the following 36 months, subject to continued service through the applicable vesting date. The following table sets forth the share options granted to our named executive officers in fiscal year 2023:
Equity Compensation
| Named Executive Officer | Share Options Granted | | Bahija Jallal | 259,214 | | Brian Di Donato | 67,949 | | David Berman | 90,599 | | Tina St. Leger | 13,338 |
Equity Compensation
It is important to note that the remuneration committee annually assesses the appropriate equity vehicle and design for its named executive officers. Specifically, this has included a discussion around the use of awards tied to the achievement of certain performance conditions (“Performance Awards”). We understand that certain investors would recommend that a portion of the annual equity grants made to the named executive officers be in Performance Awards. However, Performance Awards must be introduced at the right time when they can drive the right behaviors. Given we became a public, newly commercial stage biotechnology company in recent years, the remuneration committee did not determine that 2023 (or 2024) was the time to introduce Performance Awards. Therefore, the remuneration committee approved the use of share options again for 2023 as they are inherently performance-based as described above.
Other Features of Our Compensation Program
Other Features of Our Compensation Program Agreements with our Named Executive Officers We have entered into employment agreements with our United States named executive officers and an employment contract with Ms. St. Leger. Each of these agreements established the named executive officer’s starting base salary, initial target annual bonus opportunity, and initial equity grant. Our named executive officers’ base salaries, annual bonus opportunities and any equity awards are reviewed annually by the remuneration committee; the amounts effective for fiscal year 2023 are described above in this Compensation Discussion and Analysis. See “Employment Arrangements with our Named Executive Officers” below for descriptions of the agreements with our named executive officers. Severance and Change in Control Benefits Each of our named executive officers (other than Ms. St. Leger) is employed on an “at will” basis and may be terminated at any time for any reason. Pursuant to Ms. St. Leger’s employment contract, either Ms. St. Leger or we may terminate her employment contract upon six months’ notice. We may, at our discretion, pay Ms. St. Leger an amount equivalent to her six-month base salary in lieu of this notice. Notwithstanding the foregoing, Ms. St. Leger’s employment may be terminated by us immediately for cause. Our employment agreements or contracts, as applicable, also contain severance terms for our named executive officers. The benefits provide cash severance and certain benefit continuation in the event of termination of employment without cause (and not due to death or disability) or resignation for good reason. Our named executive officers are entitled to enhanced severance benefits, including target bonus and pro-rated bonus payments and equity acceleration, in the event of a qualifying termination or resignation that occurs in connection with a change in control. We believe these severance benefits are consistent with those provided by our peer group and are an essential element of our overall executive compensation package due to the competitive market for executive talent in our industry. The remuneration committee believes that the severance benefits are an important element of the named executive officers’ retention and motivation and that the benefits of such severance rights, including generally requiring a release of claims against us as a condition to receiving any severance benefits, are in our best interests. Enhanced severance benefits provided in the event of a qualifying termination or resignation that occurs in connection with a change in control are also intended to eliminate, or at least reduce, the reluctance of our executive officers to diligently consider and pursue potential change in control transactions that may be in the best interests of our shareholders. The “Potential Payments and Benefits upon Termination or Change of Control” section below describes and quantifies the severance and other benefits potentially payable to the named executive officers in further detail. Retirement Plans Our United States-based named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis (the “401(k) plan”). Eligible employees may defer eligible compensation on a pre-tax or after-tax (“Roth”) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended (the “Code”). For the 2023 plan year, we made discretionary matching contributions on a per payroll basis equal to 100% of the first 5% of eligible compensation deferred, subject to Code limits. Matching contributions are 100% vested when made to the 401(k) plan. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. Ms. St. Leger participates in our United Kingdom defined contribution retirement plan (the “retirement plan”). The retirement plan is subject to applicable statutory requirements and permits employees to defer, via a salary sacrifice arrangement, a portion of their salary to the plan each pay period, with an employer matching contribution of up to 5% of salary deferred during the pay period. Other than the 401(k) plan and the retirement plan, our employees, including our named executive officers, do not participate in any qualified or non-qualified retirement or deferred compensation benefits. Health/Welfare Plans Our United States based named executive officers are eligible to participate in broad-based health and welfare benefit plans, such as medical, dental, vision, disability and life insurance, in each case generally on the same basis as other eligible employees. Ms. St. Leger is eligible to participate in our medical, life and other schemes that we may maintain from time to time for our eligible employees in the United Kingdom We do not maintain any supplemental health and welfare plans for our named executive officers. Our remuneration committee may elect to adopt such plans in the future if it determines that doing so is in our best interests. Perquisites Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not generally provide perquisites or other personal benefits to our executive officers, including our named executive officers, and except as generally made available to our employees, or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment and retention purposes. However, we are a party to tax equalization agreements with Dr. Jallal, Mr. Di Donato and Dr. Berman, who are United States-based employees. Pursuant to the tax equalization agreements, if the executive becomes subject to tax in the United Kingdom as a result of having performed services for us in the United Kingdom, then we have agreed to pay additional, “grossed-up” amounts to the executive as necessary so that the executive receives after-tax compensation approximately equal to the after-tax compensation the executive would have received if the executive was subject to tax only in the United States. The principle of the agreements is to leave the executive in exactly the same position (i.e., no better and no worse off) as if they had not become subject to United Kingdom taxation on a portion of their income. As such, the remuneration committee does not believe it is appropriate to take into account the United Kingdom taxes paid by us under the tax equalization agreements when determining executive compensation each year. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the remuneration committee.
Tax and Accounting Considerations
Tax and Accounting Considerations As a general matter, the remuneration committee reviews and considers the various tax and accounting implications of compensation programs we utilize. The remuneration committee believes that shareholder interests are best served if the remuneration committee retains the discretion to approve compensation arrangements that support our corporate objectives, even if an arrangement does not qualify for full or partial tax deductibility under United States or other tax law or results in adverse accounting consequences to us. Code Section 162(m) Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017, and not materially modified on or after such date. Although the remuneration committee will continue to consider tax implications as one factor in determining executive compensation, the remuneration committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and our best interests and the best interests of our shareholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m). The remuneration committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with our business needs. Code Section 409A Section 409A of the Code (“Section 409A”) affects the manner by which deferred compensation opportunities are offered to our United States taxpayer employees and other service providers. Section 409A requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose United States taxpayer employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our U.S taxpayer employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A. Code Section 280G Section 280G of the Code (“Section 280G”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including share options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers, the remuneration committee considers all elements of the cost to us of providing such compensation, including the potential impact of Section 280G. However, the remuneration committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent. Accounting for Share-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our share-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their share-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of share options under our equity incentive award plans are accounted for under ASC Topic 718. The remuneration committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.
Other Compensation Policies and Practices
Other Compensation Policies and Practices Equity Grant Timing The remuneration committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. The timing of annual equity award grants to our executive officers is not coordinated in a manner that intentionally benefits our executive officers and such grants are made at the time equivalent grants are made to all other employees. All required approvals are obtained in advance of or on the actual grant date. The remuneration committee will continue to evaluate its equity grant policies as we continue to evolve and grow as a public company. Compensation Recovery (“Clawback”) Policy In October 2023, we adopted the Incentive Compensation Recoupment Policy (the “Clawback Policy”), which complies with the new Nasdaq listing standards that implement the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Clawback Policy is administered by the remuneration committee. In addition, as a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our named executive officers may be legally required to reimburse our company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002. Hedging and Pledging of Securities We believe it is improper and inappropriate for any person associated with us to engage in short-term or speculative transactions involving our securities. Our directors, officers and employees are, therefore, prohibited from engaging in short sales and buying or selling puts, call options or other derivative securities with respect to our ordinary shares and ADSs. Our Amended and Restated Insider Trading and Window Period Policy also prohibits our directors, officers, employees and consultants from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging any decrease in the market value of our equity securities, whether they are granted to such individual through employee benefit plans or otherwise held by such individual. In addition, we prohibit our executive officers, all other employees, consultants and the non-employee members of our board of directors from holding our ordinary shares in a margin account. We also prohibit pledging our ordinary shares as collateral for a loan. Risk Assessment Concerning Compensation Practices and Policies Our remuneration committee has reviewed our compensation policies and practices to assess whether they encourage our employees to take inappropriate risks. After reviewing and assessing our compensation philosophy, policies and practices, including the mix of fixed and variable, short-term and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice, our remuneration committee has determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our company as a whole. Further, our remuneration committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; the mix of short-term compensation (in the form of base salary and an annual performance bonus opportunity, if any, which is based on a variety of performance factors), and long-term compensation prevents undue focus on short-term results and helps align the interests of our executive officers with the interests of our shareholders.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2023, 2022 and 2021, as applicable:
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Bahija Jallal, Ph.D. Chief Executive Officer | 2023 | 735,000 | 10,299,998 | 606,375 | 37,461 | 11,678,834 | | | 2022 | 700,000 | 6,637,003 | 656,250 | 15,250 | 8,008,503 | | | 2021 | 700,000 | 33,543,785 | 525,000 | 14,500 | 34,783,285 | | Brian Di Donato(5) Chief Financial Officer | 2023 | 436,000 | 2,699,987 | 191,840 | 26,616 | 3,354,443 | | David Berman, M.D., Ph.D.(5) Executive Vice President, Head of Research & Development | 2023 | 515,000 | 3,599,997 | 257,500 | 24,125 | 4,396,622 | | Tina St. Leger(5) (6) Chief Human Resources Officer | 2023 | 338,458 | 529,992 | 155,691 | 14,976 | 1,039,117 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned during the periods presented. See “—Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Base Salaries” for further information. |
Summary Compensation Table
| (2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in note 10 to our audited consolidated financial statements included in the Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by our named executive officers upon the vesting of the options, the exercise of the options or the sale of the ordinary shares underlying such options. |
Summary Compensation Table
| (3) Reflects performance-based cash bonuses awarded to our named executive officers during the periods presented. See “—Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Annual Performance Bonuses” for a description of the material terms of the program pursuant to which this compensation was awarded. |
Summary Compensation Table
| (4) Amounts for 2023 reflect the following: (i) 401(k) matching contributions for each of Dr. Jallal, Mr. Di Donato and Dr. Berman in the amount of $16,500 each, (ii) matching contribution to our United Kingdom defined contribution retirement plan for Ms. St. Leger in the amount of $12,692 and $2,284 for her medical and dental benefits and (iii) tax equalization gross-up payments in the amounts of $20,961, $10,116 and $7,625 for 2023 for Dr. Jallal, Mr. Di Donato and Dr. Berman, respectively. |
Summary Compensation Table
| (5) Prior to January 1, 2024, we qualified as a foreign private issuer within the meaning of the Exchange Act. As a result, none of Mr. Di Donato, Dr. Berman or Ms. St. Leger was a named executive officer for 2021 and 2022, nor have we previously reported individual compensation for any of these named executive officers. Accordingly, we have excluded compensation for each of Mr. Di Donato, Dr. Berman or Ms. St. Leger for 2021 and 2022. |
Summary Compensation Table
| (6) The base salary, bonus, non-equity incentive plan compensation, and all other compensation amounts for Ms. St. Leger for the fiscal year ended December 31, 2023, reflect the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.24, which represents an average for fiscal year 2023. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2023.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Option Awards: Number of Shares of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | Bahija Jallal | Annual Cash | — | — | 551,250 | — | — | — | — | | | Option | 2/16/2023 | — | — | — | 259,214 | 64.53 | 10,299,998 | | Brian Di Donato | Annual Cash | — | — | 174,400 | — | — | — | — | | | Option | 2/16/2023 | — | — | — | 67,949 | 64.53 | 2,699,987 | | David Berman | Annual Cash | — | — | 206,000 | — | — | — | — | | | Option | 2/16/2023 | — | — | — | 90,599 | 64.53 | 3,599,997 | | Tina St. Leger | Annual Cash | — | — | 135,383 | — | — | — | — | | | Option | 2/16/2023 | — | — | — | 13,338 | 64.53 | 529,992 |
Grants of Plan-Based Awards
| (1) The amounts set forth in the “Target” column represent target bonus amounts for each named executive officer for 2023 under our 2023 performance bonus program. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. In no event may Dr. Jallal’s bonus exceed 150% of her base salary. See “Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Annual Performance Bonuses” for a description of the material terms of the program pursuant to which this compensation was awarded. The target bonus amount for Ms. St. Leger for the fiscal year ended December 31, 2023 reflects the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.24, which represents an average for fiscal year 2023. |
Grants of Plan-Based Awards
| (2) All of the awards were granted under the 2021 EIP. Twenty-five percent of the ordinary shares subject to this award vested on the first anniversary of the vesting commencement date, and the remaining shares vest in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service through each vesting date. |
Grants of Plan-Based Awards
| (3) Amounts reported represent the aggregate grant date fair value of option awards granted during 2023 presented computed in accordance with ASC Topic 718 for share-based compensation transactions. Assumptions used in the calculation of these amounts are included in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the options, the exercise of the options or the sale of the ordinary shares underlying such options. |
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023 The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2023.
Outstanding Equity Awards as of December 31, 2023
| | | | Option Awards(1) | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | | Bahija Jallal | 1/7/2019(3) | 1/7/2019 | 1,724,503 | 129,967 | 17.46(4) | 1/6/2029 | | | 10/30/2020 | 4/1/2020 | 24,802 | 3,543 | 17.46(4) | 10/29/2030 | | | 2/4/2021 | 2/4/2021 | 1,427,305 | 648,775 | 26.00 | 2/3/2031 | | | 2/16/2022 | 2/16/2022 | 194,940 | 250,637 | 24.66 | 2/15/2032 | | | 2/16/2023 | 2/16/2023 | — | 259,214 | 64.53 | 2/15/2033 | | Brian Di Donato | 4/30/2020 | 7/1/2020 | — | 56,250 | 17.46(4) | 4/29/2030 | | | 2/4/2021 | 2/4/2021 | 1 | 127,151 | 26.00 | 2/3/2031 | | | 2/16/2022 | 2/16/2022 | 3 | 67,974 | 24.66 | 2/15/2032 | | | 2/16/2023 | 2/16/2023 | — | 67,949 | 64.53 | 2/15/2033 |
Outstanding Equity Awards as of December 31, 2023
| | | | Option Awards(1) | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | | David Berman | 9/13/2018(5) | 9/13/2018 | 391,790 | — | 17.46(4) | 9/12/2028 | | | 2/4/2021 | 2/4/2021 | 322,178 | 146,444 | 26.00 | 2/3/2031 | | | 2/16/2022 | 2/16/2022 | 58,744 | 75,527 | 24.66 | 2/15/2032 | | | 2/16/2023 | 2/16/2023 | — | 90,599 | 64.53 | 2/15/2033 | | Tina St. Leger | 4/1/2022 | 4/1/2022 | — | 43,750 | 29.87 | 3/31/2032 | | | 2/16/2023 | 2/16/2023 | — | 13,338 | 64.53 | 2/15/2033 |
Outstanding Equity Awards as of December 31, 2023
| (1) All of the awards in this table granted prior to February 4, 2021 were granted under our pre-IPO equity incentive plans, and all awards in this table granted on or subsequent to February 4, 2021 were granted under the 2021 EIP. |
Outstanding Equity Awards as of December 31, 2023
| (2) Twenty-five percent of the ordinary shares subject to this award vested or vest on the first anniversary of the vesting commencement date, and the remaining shares vest in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2023
| (3) The options granted to Dr. Jallal on January 7, 2019, vesting over a five-year period were modified during 2020 and immediately prior to the IPO to reflect the terms of our Series B financing and to clarify that they would not immediately vest upon our IPO. Twenty-five percent of the shares subject to the award vested on the second anniversary of the grant date, and the remaining shares vest in quarterly installments thereafter, subject to the officer’s continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2023
| (4) Represents price in connection with IPO. |
Outstanding Equity Awards as of December 31, 2023
| (5) The options granted to Dr. Berman on September 13, 2018, vesting over a four-year period were modified during 2020 and immediately prior to the IPO to reflect the terms of our Series B financing and to clarify that they would not immediately vest upon our IPO. Twenty-five percent of the shares subject to the award vested on the first anniversary of the grant date, and the remaining shares vest in quarterly installments thereafter, subject to the officer’s continued service through each vesting date. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information regarding any option exercises during the fiscal year ended December 31, 2023, with respect to our named executive officers. No shares were acquired during the fiscal year ended December 31, 2023, by our named executive officers pursuant to the vesting of stock awards.
Option Exercises and Stock Vested
| | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Bahija Jallal | 225,000 | 9,724,878 | | Brian Di Donato | 576,348 | 19,475,455 | | David Berman | 440,000 | 17,104,833 | | Tina St. Leger | 26,250 | 790,913 |
Option Exercises and Stock Vested
| (1) The value realized on exercise is based on the closing price of our ADSs on Nasdaq on the date of exercise minus the exercise price and does not reflect actual proceeds received. |
Potential Payments and Benefits upon Termination or Change in Control
Potential Payments and Benefits upon Termination or Change in Control Regardless of the manner in which the executive’s service with us terminates, each of our named executive officers is entitled to receive amounts earned during his or her term of service, including unpaid salary, reimbursement of unreimbursed business expenses, earned but unpaid bonus amount, any vested entitlements under any employee benefit plan and accrued unused vacation. Pursuant to the terms of their respective employment agreements, if a named executive officer’s employment is terminated by us without “cause” (excluding by reason of death or “disability”) or by the named executive officer for “good reason”, in either case outside of the 18-month period following the effective date of a “change in control” (each term as defined in the named executive officers’ respective employment agreements), then the named executive officer will be eligible to receive the following severance benefits: (i) continued cash payments of the named executive officer’s then-current annual base salary for 12 months (or 18 months for Dr. Jallal); and (ii) continued payment for group health benefits continuation coverage for up to 12 months (or 18 months for Dr. Jallal). Pursuant to the terms of their respective employment agreements, if a named executive officer’s employment is terminated by us without “cause” (excluding by reason of death or “disability”) or by the named executive officer for “good reason,” in either case upon or within the 18-month period following the effective date of a “change in control,” then the named executive officer will be eligible to receive the following severance benefits: (i) continued cash payments of the named executive officer’s then-current annual base salary for 18 months (or 24 months for Dr. Jallal); (ii) continued payment for group health benefits continuation coverage for up to 18 months (or 24 months for Dr. Jallal); (iii) a lump sum cash payment equal to one-and-a-half times (or two times for Dr. Jallal) the named executive’s then-current target annual performance bonus for the year in which the termination occurs; (iv) a lump sum payment equal to the prorated portion of the named executive officer’s annual bonus for the calendar year in which the termination occurs; and (v) immediate vesting acceleration in full of all outstanding equity awards covering our ordinary shares held by the named executive officer immediately prior to the termination date. In addition to the treatment described above, our named executive officers’ equity awards are subject to the terms of the 2021 EIP and the 2020 Immunocore Limited Non-Tax Advantaged Share Option Plan. as applicable. Under our 2021 EIP, in the event of certain corporate transactions that affect our ordinary shares, including a “change in control” (as defined in the 2021 EIP), our board of directors has broad discretion to take action under the 2021 EIP, including cancelling awards for cash or property, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares subject to outstanding awards and/or with respect to which awards may be granted under the 2021 EIP and replacing or terminating awards under the 2021 EIP.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective employment agreement or contract, as applicable, as described under the section titled “Employment Arrangements with our Named Executive Officers,” assuming their employment was terminated as of December 31, 2023, including in connection with a change in control as of December 31, 2023.
Potential Payments Upon Termination or Change in Control
| Name | Type of Termination | Base Salary ($) | Bonus ($)(1) | Accelerated Vesting of Equity Awards(2) ($) | Continuation of Insurance Coverage ($)(3) | Total ($) | | Bahija Jallal | Termination without Cause or with Good Reason | 1,102,500 | — | — | 38,034 | 1,140,534 | | | Termination without Cause or with Good Reason in connection with a CIC | 1,470,000 | 1,653,750 | 46,171,084 | 50,712 | 49,345,546 | | Brian Di Donato | Termination without Cause or with Good Reason | 436,000 | — | — | 32,737 | 468,737 | | | Termination without Cause or with Good Reason in connection with a CIC | 654,000 | 436,000 | 11,466,935 | 49,106 | 12,606,041 | | David Berman | Termination without Cause or with Good Reason | 515,000 | — | — | 32,737 | 547,737 | | | Termination without Cause or with Good Reason in connection with a CIC | 772,500 | 515,000 | 9,838,389 | 49,106 | 11,174,995 | | Tina St. Leger(4) | Termination without Cause or with Good Reason | 338,458 | — | — | 4,253 | 342,711 | | | Termination without Cause or with Good Reason in connection with a CIC | 507,687 | 338,458 | 1,732,739 | 6,379 | 2,585,263 |
Potential Payments Upon Termination or Change in Control
| (1) Includes one-and-a-half times target bonus for all the named executive officers (other than Dr. Jallal at two-times target bonus), plus another full year of bonus at target for the year of termination assuming a termination date of December 31, 2023. |
Potential Payments Upon Termination or Change in Control
| (2) The value of the acceleration is based on the excess of the closing price of our ADSs on Nasdaq at December 29, 2023, being $68.32 per share, over the exercise price of the options for all in-the-money options, excluding underwater options. |
Potential Payments Upon Termination or Change in Control
| (3) Includes the cost of coverage for the continuation of applicable benefits under COBRA for the United States named executive officers and continuation of medical and dental benefits for Ms. St. Leger for the applicable period. |
Potential Payments Upon Termination or Change in Control
| (4) Amounts for Ms. St. Leger reflect the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.24, which represents an average for fiscal year 2023. |
CEO PAY RATIO
CEO PAY RATIO
Methodology and Pay Ratio
Methodology and Pay Ratio We identified the median employee using our employee population on December 31, 2023 (including, as applicable, all employees, whether employed on a full-time, part-time, seasonal or temporary basis). Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the annual target total compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of December 31, 2023: (1) annual base pay, (2) annual target cash incentive opportunity, and (3) the grant date fair value for equity awards granted in 2023. In identifying the median employee, we annualized the compensation values of individuals that joined our Company during 2023. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee's annual target total direct compensation in accordance with the requirements of the Summary Compensation Table. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the remuneration committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or the remuneration committee view the link between our performance and named executive officer pay. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.” For the most recently completed fiscal year, we did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to the named executive officers. Accordingly, we have omitted the tabular list of financial performance measures and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K.
Required Tabular Disclosure of Pay Versus Performance
Required Tabular Disclosure of Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and our performance for the fiscal years listed below. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “Compensation Actually Paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.
Required Tabular Disclosure of Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Thousands)(5) | | | | | | | TSR ($) | Peer Group TSR ($) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2023 | 11,678,834 | 21,968,689 | 2,930,061 | 4,744,087 | 158.15 | 84.19 | (55,287) | | 2022 | 8,008,503 | 51,268,598 | — | — | 132.11 | 80.50 | (52,543) | | 2021 | 34,783,285 | 71,311,934 | — | — | 79.26 | 89.56 | (180,029) |
Required Tabular Disclosure of Pay Versus Performance
| (1) Dr. Jallal was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for 2023 are our other named executive officers: Mr. Di Donato, Dr. Berman and Ms. St. Leger. Effective January 1, 2024, we began filing periodic reports and registration statements on U.S. domestic issuer forms. Prior to 2024, we were a foreign private issuer and were not required to disclose the annual compensation amounts for our named executive officers and were only required to disclose the PEO’s compensation in our Remuneration Report as a company organized under the laws of England and Wales. As such, we have provided our PEO’s compensation for 2021, 2022, and 2023 and only provided the 2023 compensation for Non-PEO NEOs. |
Required Tabular Disclosure of Pay Versus Performance
| (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Required Tabular Disclosure of Pay Versus Performance
| (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with the requirements of Item 402(v) of Regulation S-K. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards columns set forth in the Summary Compensation Table. |
Required Tabular Disclosure of Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 11,678,834 | (10,299,998) | 20,589,853 | 21,968,689 | | 2022 | 8,008,503 | (6,637,003) | 49,897,098 | 51,268,598 | | 2021 | 34,783,285 | (33,543,785) | 70,072,434 | 71,311,934 |
Required Tabular Disclosure of Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,930,061 | (2,276,659) | 4,090,685 | 4,744,087 |
Required Tabular Disclosure of Pay Versus Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Required Tabular Disclosure of Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 10,061,180 | 10,963,409 | — | (434,736) | — | — | 20,589,853 | | 2022 | 18,072,615 | 32,662,960 | — | (838,477) | — | — | 49,897,098 | | 2021 | 44,663,905 | 18,173,726 | — | 7,234,803 | — | — | 70,072,434 |
Required Tabular Disclosure of Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 2,223,872 | 1,819,569 | — | 47,244 | — | — | 4,090,685 |
Required Tabular Disclosure of Pay Versus Performance
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
Required Tabular Disclosure of Pay Versus Performance
| (4) For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of our ADSs (each representing one ordinary share) and of the Nasdaq Biotechnology Index (“Peer Group TSR”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting February 5, 2021, through the end of the listed year in our ADSs and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Required Tabular Disclosure of Pay Versus Performance
| (5) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year included in our Annual Report for the year ended December 31, 2023. |
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, our cumulative TSR over the three most recently completed fiscal years, and the Peer Group TSR over the same period. TSR has been indexed to February 5, 2021, the date of our IPO.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years. All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of Immunocore Holdings plc under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio These ratios set out the comparison between the CEO’s remuneration and that for employees in the UK for the full years ended 31 December 2023, 2022, and 2021. 2021 was the first year that the Company prepared a Remuneration Report as the Company was incorporated on 7 January 2021, and we do not have any historical remuneration to disclose for periods prior to 2021.
Chief Executive Officer Pay Ratio
| Year | Method | CEO | 25th percentile pay | | Median pay | | 75th percentile pay | | | | | | | Ratio | | Ratio | | Ratio | | 2023 | B | 1,403,204 | 54,944 | 26:1 | 72,637 | 19:1 | 105,236 | 13:1 | | 2022 | B | 1,417,606 | 46,868 | 30:1 | 67,368 | 21:1 | 120,732 | 12:1 | | 2021 | B | 1,270,414 | 56,939 | 22:1 | 70,025 | 18:1 | 132,040 | 10:1 |
Chief Executive Officer Pay Ratio
The remuneration for employees in the UK workforce is based on the data used for gender pay reporting, which comprises salary and benefits as of 5 April of each applicable year and incentive payments payable in respect of the full years ended 31 December of each applicable year. Actual benefit amounts are used for the purposes of ratio in the table above. The ratios have been calculated using Method B as we believe it provides the best comparison of colleague pay with that of our CEO. For remuneration not paid in U.S. dollars, amounts in pounds sterling have been translated for convenience to U.S. dollars at a rate of 1.2400 (2022: 1.2077). As reflected in the table above, our CEO pay ratio has not varied significantly over the last three years. Therefore, changes to the ratio are generally reflective of adjustments within our broader workforce and their applicable pay.