DEF 14A of Immunocore Holdings plc
Filed Apr 4, 2025 · FY20240001140361-25-012123
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 Roy S. Herbst, M.D., Ph.D. as a director | FOR | | 2 | To re-appoint Ranjeev Krishana as a director | FOR | | 3 | To re-appoint Professor Sir Peter Ratcliffe as a director | FOR | | 4 | To approve, on advisory basis, the compensation of our named executive officers | FOR | | 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, 2025 | 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, 2025 | FOR | | 8 | To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2024 | FOR | | 9 | To approve the director’s remuneration report for the year ended December 31, 2024, which is set forth in Annex A to the proxy statement (excluding the directors’ remuneration policy set out on pages A-5 to A-15 of Annex A to the proxy statement) | FOR | | 10 | To approve the directors’ remuneration policy, which is set forth on pages A-5 to A-15 of Annex A to the proxy statement, which will take effect immediately after the end of the AGM | FOR | | 11 | To authorize the Company and all of its subsidiaries to make political donations and incur political expenditure | FOR | | 12 | To authorize the directors to allot shares or to grant rights to subscribe for or convert any security into shares up to an aggregate nominal amount of £150,000 | FOR | | 13 | To empower the directors to allot equity securities for cash pursuant to the authorization in resolution 12 as if U.K. statutory pre-emption rights did not apply | FOR |
Board of Directors
Board of Directors Our nominees for re-election as directors at the AGM are each currently serving as members of our board of directors. Information about each such nominee is set forth in resolutions 1 through 3 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. | 63 | Chief Executive Officer and Executive Director | | Professor Sir John Bell | 72 | Chairman of the Board of Directors | | Roy S. Herbst, M.D., Ph.D. | 62 | Director | | Siddharth Kaul | 64 | Director | | Ranjeev Krishana | 51 | Director | | William Pao, M.D., Ph.D. | 57 | Director | | Robert Perez | 60 | Director | | Kristine Peterson | 65 | Director | | Professor Sir Peter Ratcliffe | 70 | 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 of directors, are set forth below. The biographies of Dr. Herbst, Mr. Krishana and Professor Sir Peter Ratcliffe are set forth above in resolutions 1, 2 and 3, respectively.
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. William Pao, M.D., Ph.D., has served on our board of directors since February 2025. Dr. Pao is the co-founder and since May 2024 has served as the Chief Executive Officer of Revelio Therapeutics, Inc. Prior to Revelio, Dr. Pao served as the Chief Development Officer, Executive Vice President at Pfizer, Inc. from March 2022 to August 2023. He also previously served in various roles at F. Hoffmann-LaRoche AG from May 2014 to March 2022, including most recently as its Head of Pharma Research & Early Development and as a member of its Enlarged Corporate Executive Committee from April 2018 until March 2022. In addition to his role at Revelio, Dr. Pao has served as an Adjunct Professor of Pharmacology and Medicine at the Joan & Sanford I. Weill Medical College of Cornell University since May 2024 and as an Adjunct Professor of Medicine at Vanderbilt University Medical Center since 2014. Dr. Pao is also a member of the board of directors of the American Association for Cancer Research, as well as the boards of directors of Obsidian Therapeutics, Inc. and Alentis Therapeutics, AG. Dr. Pao holds a B.A. from Harvard University and an M.D. and Ph.D. from Yale University. We believe Dr. Pao’s significant executive experience in the biotech industry and his expertise in cancer research qualify 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, Third Harmonic Bio, Inc. since February 2022, and Rapport Therapeutics, Inc. since November 2024, 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 ArriVent BioPharma since April 2024 and Enanta Pharmaceuticals since September 2017, and she previously served on the boards of directors for Amarin Corporation plc, EyePoint Pharmaceuticals, ImmunoGen, Inc. 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.
Class III Directors Continuing in Office Until the 2027 Annual General Meeting
Class III Directors Continuing in Office Until the 2027 Annual General Meeting Bahija Jallal, Ph.D. has served as our Chief Executive Officer since January 2019. Previously, she served as President of MedImmune, LLC, at AstraZeneca plc’s global biologics research and development unit, and Executive Vice President of AstraZeneca plc and a member of its senior executive team, where she worked from 2008 to 2019. Prior to joining MedImmune, Dr. Jallal was vice president, drug assessment and development, at Chiron Corporation. Dr. Jallal has served on the board of directors of Elevance Health, Inc. (formerly Anthem, Inc.) since February 2018, and she previously served on the boards of directors of Guardant Health, Inc. from April 2019 to June 2022 and Arrivent Biopharma, Inc. from February 2022 to March 2024. She is also a member of the Board of Trustees of the Johns Hopkins University and a Council Member of the Government-University-Industry Research Roundtable of the National Academies of Sciences, Engineering and Medicine. Dr. Jallal received her Ph.D. in Physiology from Université de Paris VI, France and conducted her post-doctorate work in molecular biology and oncology at the Max Planck Institute for Biochemistry in Germany. We believe Dr. Jallal’s extensive experience in the biotechnology industry, leading drug research and development efforts, her educational background and her knowledge of our company as our Chief Executive Officer, qualify her to serve on our board of directors. Professor Sir John Bell has served on our board of directors since March 2015. Professor Sir John Bell has served as the president of Ellison Institute of Technology’s Oxford facility and co-Chief Executive Officer of the Ellison Institute of Technology since April 2024. He previously served as the Regius Professor of Medicine at Oxford University from 2002 to March 2024. Professor Sir John Bell is a distinguished scientist in the fields of genomic and genetic research and immunology and has been a founding director at three biotechnology companies: Avidex Ltd (acquired by MediGene AG in 2006), Oxagen Ltd. and PowderJect Pharmaceuticals plc (acquired by Chiron Corporation in 2003). He also previously served on the boards of Roche Holding AG, Sensyne Health plc, and Genentech, Inc., and the scientific advisory board at AstraZeneca plc. Professor Sir John Bell was involved in the founding of the Wellcome Trust Centre for Human Genetics at Oxford University, now chairs the Global Health Scientific Advisory Board of the Bill and Melinda Gates Foundation, and is the Life Science Champion for the United Kingdom, advising the government on the life sciences industry. We believe his extensive scientific background and experience in the healthcare industry qualify him to serve on our board of directors.
Non-Executive Director Remuneration Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Professor Sir John Bell | 98,532 | 399,980 | — | 498,512 | | Roy S. Herbst, M.D., Ph.D. | 66,189 | 399,980 | 703 | 466,872 | | Siddharth Kaul | 66,189 | 399,980 | — | 466,169 | | Ranjeev Krishana(4) | 31,569 | 325,781 | — | 357,350 | | Robert Perez(5) | — | — | — | — | | Kristine Peterson | 68,689 | 399,980 | 2,956 | 471,625 | | Professor Sir Peter Ratcliffe | 60,140 | 399,980 | — | 460,120 | | Travis Coy(6) | — | — | — | — |
Executive Summary
| • | Updated the peer group that informed our executive compensation decisions. |
Executive Summary
| • | Reviewed the short-term incentives opportunities for all employees against market data and introduced a global bonus structure that aligns all employees in the same job level with the same short-term incentive opportunity. |
Executive Summary
| • | Reviewed using market data and approved the introduction of restricted stock units (“RSUs”) starting with our fiscal year 2025 as part of the long-term incentive plan for our named executive officers (as a percentage of the annual grant value, 70% options and 30% RSUs for our Chief Executive Officer and 60% options and 40% RSUs for our other named executive officers), other executives and all employees. |
Executive Summary
| • | Continued to make grants under the equity incentive plan, which was adopted in 2021 and included the opportunity to introduce RSUs as described above. |
Executive Summary
| • | Analyzed share pool utilization and evergreen provision under our equity incentive plan. |
Executive Summary
| • | Considered, reviewed and approved the short-term objectives for the annual bonus for the fiscal year 2024. |
Executive Summary
| • | Assessed performance against the short-term objectives for the fiscal year 2024 and approved of the level of bonuses to be paid to our named executive officers. |
Executive Summary
| • | Reviewed, evaluated, and approved employment agreements, service contracts, severance agreements, change-of-control protections, corporate performance goals and objectives, and other compensatory arrangements of the executive officers and other senior management and adjusted remuneration, as appropriate. |
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-term and long-term best interests. |
Compensation Program Objectives, Philosophy and Elements of Compensation
| Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. Set at a level to attract and retain executives at a caliber necessary to drive our success. | Generally reviewed annually at the beginning of the year and determined based on a number of factors (including role with us, experience, skills, external market conditions, our salary and pay structures, individual performance, internal equity, retention) and by reference to market and peer group data provided by our independent compensation consultant. | | Performance Bonus (at-risk cash) | Motivates and rewards for attaining rigorous annual corporate performance goals that relate to our key business objectives. Supports our corporate strategy and business plan by linking executive performance to pay. | Target bonus amounts, calculated as a percentage of base salary, are generally reviewed annually at the beginning of the year and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon the achievement of specific corporate performance objectives, generally determined by the remuneration committee and board of directors and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, based on achievement of the designated corporate performance objectives. The remuneration committee may further consider individual performance ratings and overall individual performance for the fiscal year when determining payout amounts. Bonus is discretionary and executives must be employed in good standing to be eligible to receive a bonus. The Chief Executive Officer’s bonus is capped at 150% of salary. |
Compensation Program Objectives, Philosophy and Elements of Compensation
| Element of Compensation | Objectives | Key Features | | Long-Term Incentive (at-risk equity) | Motivates executives who make important contributions by providing equity ownership opportunities. Rewards for long-term performance and aligns executives’ interests with shareholder interests and changes in shareholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Annual equity opportunities are generally reviewed and determined annually at the beginning of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our shares, internal equity amongst executives, other elements of compensation, and market and peer group data provided by our independent compensation consultant. To date, equity awards have been provided in the form of share options (and beginning in 2025, RSUs as a component of the program). |
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. 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 and support as our global employee benefits broker, Aon did not provide other services to us in fiscal year 2024. The remuneration committee has analyzed whether the work of 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 Aon and its 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 2024 Peer Group In October 2023, with recommendations from Aon, the remuneration committee determined the group of companies that would be appropriate peers for fiscal year 2024 compensation decisions, based on the following criteria:
How We Determine Executive Compensation
When determining the peer group used to inform fiscal year 2024 compensation decisions, companies included in the prior 2023 peer group were removed if they no longer met the criteria established by the remuneration committee as set forth above.
Elements of Our Fiscal Year 2024 Executive Compensation Program
| (1) Mr. Di Donato’s base salary positioning relative to the changes in the year-over-year market data for his role, in part, drove his higher base salary increase compared to the other named executive officers. |
Elements of Our Fiscal Year 2024 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 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. Annually, the corporate performance metrics and overall scorecard are approved by the Board of Directors and adopted 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. 2024 Target Amounts In January 2024, 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 2024 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 2024 Executive Compensation Program
| Named Executive Officer | 2024 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 2024 Executive Compensation Program
2024 Corporate Scorecard Design and Achievement For 2024, 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 2024 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. Our 2024 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 2024 Executive Compensation Program
| (1) Over the last three fiscal years, the remuneration committee has formalized an objective, numeric methodology for calculating the annual performance bonus achievement. Each 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 initial public offering (“IPO”), we adopted the 2021 EIP, 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 2024, 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 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 2024:
Equity Compensation
| Named Executive Officer | Share Options Granted | | Bahija Jallal | 281,819 | | Brian Di Donato | 66,746 | | David Berman | 111,244 | | Tina St. Leger | 14,162 |
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 2024 (or 2025) was the time to introduce Performance Awards. Further, many of our peer group also continue to use stock options as opposed to Performance Awards. Therefore, the remuneration committee approved the use of share options again for 2024 as they are inherently performance-based as described above. We also realize that certain of our investors engage in quantitative analysis of our pay and other programs annually. Accordingly, our compensation programs have been tied to a “pay for performance” culture as our option grants, which as described above, only deliver value upon share appreciation and are closely linked to share performance. As such, pay levels will continue to be adjusted to reflect our share price and stage of development. To this end, our recent option grants have not delivered realizable value to our named executive officers.
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 2024 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 2024 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, dental, life, critical illness, income protection 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 (or in the case of Mr. Di Donato, were) 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. Currently, If any severance payment or benefit received from the Company by Dr. Jallal or Dr. Berman would constitute a parachute payment within the meaning of Section 280G and subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits would be reduced to either (1) the largest portion of the payment that would result in no portion of the payment being subject to such excise tax or (y) the largest portion, up to and including the total, of the payment, whichever amount, after taking into account all applicable federal, state, foreign and local employment taxes, income taxes, and the excise tax, results in Dr. Jallal or Dr. Berman, respectively, receiving, on an after-tax basis, the greater economic benefit notwithstanding that all or some portion of the payment may be subject to such excise tax. None of our named executive officers have been provided with 280G gross-up arrangements. 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.
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, 2024, 2023 and 2022, 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 | 2024 | 760,000 | 11,399,973 | 573,750 | 118,511 | 12,852,234 | | | 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 | | Brian Di Donato(5)(6) Former Chief Financial Officer | 2024 | 464,333 | 2,699,969 | 188,000 | 87,037 | 3,439,339 | | | 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 | 2024 | 535,833 | 4,499,976 | 216,000 | 229,686 | 5,481,495 | | | 2023 | 515,000 | 3,599,997 | 257,500 | 24,125 | 4,396,622 | | Tina St. Leger(5)(7) Chief Human Resources Officer | 2024 | 361,692 | 572,873 | 160,274 | 21,032 | 1,115,871 | | | 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 2024 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 the years presented 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 our 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 2024 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 2024 reflect the following: (i) 401(k) matching contributions for each of Dr. Jallal, Mr. Di Donato and Dr. Berman in the amount of $17,250 each, (ii) matching contribution to our United Kingdom defined contribution retirement plan for Ms. St. Leger in the amount of $18,085 and $2,947 for her medical and dental benefits and (iii) tax equalization gross-up payments in the amounts of $101,261, $69,787 and $212,436 for 2024 for Dr. Jallal, Mr. Di Donato and Dr. Berman, respectively, with respect to the portion of their income subject to United Kingdom taxation. Such tax equalization gross-ups have increased in 2024 due to the named executive officers’ exercises of options and related United Kingdom taxation. |
Summary Compensation Table
| (5) Prior to January 1, 2024, we qualified as a foreign private issuer within the meaning of the Exchange Act. As a result, none of Mr. Di Donato, Dr. Berman or Ms. St. Leger was a named executive officer for 2022, nor have we previously reported individual compensation for any of these named executive officers. Accordingly, we have excluded compensation for each of Mr. Di Donato, Dr. Berman and Ms. St. Leger for 2022. |
Summary Compensation Table
| (6) Mr. Di Donato resigned as our Chief Financial Officer, effective December 31, 2024. The amount included under “Non-Equity Incentive Plan Compensation” reflects the payment of his 2024 full-year bonus, at target (based on our 2024 performance), under the terms of our bonus program given his service to the Company for the full fiscal year. |
Summary Compensation Table
| (7) The base salary, bonus, non-equity incentive plan compensation, and all other compensation amounts for Ms. St. Leger for the fiscal year ended December 31, 2024, reflect the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.2781, which represents an average for fiscal year 2024 (with such conversion rate GBP 1.00 to USD 1.2400 for 2023). |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2024.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Option Awards: Number of Shares of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | Bahija Jallal | Annual Cash | — | — | 573,750 | 1,147,500 | — | — | — | | | Option | 2/16/2024 | — | — | — | 281,819 | 70.50 | 11,399,973 | | Brian Di Donato | Annual Cash | — | — | 188,000 | — | — | — | — | | | Option | 2/16/2024 | — | — | — | 66,746 | 70.50 | 2,699,969 | | David Berman | Annual Cash | — | — | 216,000 | — | — | — | — | | | Option | 2/16/2024 | — | — | — | 111,244 | 70.50 | 4,499,976 | | Tina St. Leger | Annual Cash | — | — | 145,703 | — | — | — | — | | | Option | 2/16/2024 | — | — | — | 14,162 | 70.50 | 572,873 |
Grants of Plan-Based Awards
| (1) The amounts set forth in the “Target” column represent target bonus amounts for each named executive officer under our 2024 performance bonus program. The awards do not provide for threshold or maximum payouts, except that pursuant to our executive director remuneration policy, Dr. Jallal’s bonus is capped at 150% of her base salary, which is reflected in the “Maximum” column above. 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. See “Compensation Discussion and Analysis—Elements of Our Fiscal Year 2024 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, 2024 reflects the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.2781, which represents an average for fiscal year 2024. |
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 2024 presented computed in accordance with ASC Topic 718 for share-based compensation transactions. Assumptions used in the calculation of these amounts are included in note 10 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, 2024
Outstanding Equity Awards as of December 31, 2024 The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2024.
Outstanding Equity Awards as of December 31, 2024
| | | | 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 ($) | Option Expiration Date | | Bahija Jallal | 1/7/2019 | 1/7/2019 | 1,854,470 | — | 17.46 | 1/6/2029 | | | 10/30/2020 | 4/1/2020 | 28,345 | — | 17.46 | 10/29/2030 | | | 2/4/2021 | 2/4/2021 | 1,946,325 | 129,755 | 26.00 | 2/3/2031 | | | 2/16/2022 | 2/16/2022 | 306,334 | 139,243 | 24.66 | 2/15/2032 | | | 2/16/2023 | 2/16/2023 | 113,406 | 145,808 | 64.53 | 2/15/2033 | | | 2/16/2024 | 2/16/2024 | — | 281,819 | 70.50 | 2/15/2034 | | Brian Di Donato | 4/30/2020 | 7/1/2020 | 56,250 | | 17.46 | 4/29/2030 | | | 2/4/2021 | 2/4/2021 | 101,722 | 25,430(3) | 26.00 | 2/3/2031 | | | 2/16/2022 | 2/16/2022 | 30,214 | 37,763(3) | 24.66 | 2/15/2032 | | | 2/16/2023 | 2/16/2023 | 29,728 | 38,221(3) | 64.53 | 2/15/2033 | | | 2/16/2024 | 2/16/2024 | — | 66,746(3) | 70.50 | 2/15/2034 |
Outstanding Equity Awards as of December 31, 2024
| | | | Option Awards(1) | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | | David Berman | 9/13/2018 | 9/13/2018 | 271,790 | — | 17.46 | 9/12/2028 | | | 2/4/2021 | 2/4/2021 | 439,334 | 29.289 | 26.00 | 2/3/2031 | | | 2/16/2022 | 2/16/2022 | 92,311 | 41,960 | 24.66 | 2/15/2032 | | | 2/16/2023 | 2/16/2023 | 39,637 | 50,962 | 64.53 | 2/15/2033 | | | 2/16/2024 | 2/16/2024 | — | 111,244 | 70.50 | 2/15/2034 | | Tina St. Leger | 4/1/2022 | 4/1/2022 | 8,750 | 26,250 | 29.87 | 3/31/2032 | | | 2/16/2023 | 2/16/2023 | 5,835 | 7,503 | 64.53 | 2/15/2033 | | | 2/16/2024 | 2/16/2024 | — | 14,162 | 70.50 | 2/15/2034 |
Outstanding Equity Awards as of December 31, 2024
| (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, 2024
| (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, 2024
| (3) Mr. Di Donato’s unvested, unexercised options forfeited upon his resignation from employment with us effective December 31, 2024. Mr. Di Donato’s post-termination exercise period allowed for the exercise of his unexercised, vested options through March 31, 2025. |
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, 2024, with respect to our named executive officers. No shares were acquired during the fiscal year ended December 31, 2024, 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 | — | — | | Brian Di Donato | — | — | | David Berman | 120,000 | 6,209,484 | | Tina St. Leger | 8,750 | 323,663 |
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, 2024, including in connection with a change in control as of December 31, 2024.
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 | 1,147,500 | — | — | 25,442 | 1,172,942 | | | Termination without Cause or with Good Reason in connection with a CIC | 1,530,000 | 1,721,250 | 1,128,078 | 38,163 | 4,417,491 | | David Berman | Termination without Cause or with Good Reason | 540,000 | — | — | 38,661 | 578,661 | | | Termination without Cause or with Good Reason in connection with a CIC | 810,000 | 540,000 | 305,598 | 57,992 | 1,713,590 | | Tina St. Leger(4) | Termination without Cause or with Good Reason | 364,258 | — | — | 6,958 | 371,216 | | | Termination without Cause or with Good Reason in connection with a CIC | 546,387 | 364,259 | — | 10,437 | 921,083 |
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, 2024. |
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 31, 2024, being $29.50 per ADS, 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 U.S.-based 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 1.2781, which represents an average for fiscal year 2024. |
CEO PAY RATIO
CEO PAY RATIO
Methodology and Pay Ratio
Methodology and Pay Ratio As disclosed in the fiscal year 2023 proxy statement, 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 converted compensation amounts paid to foreign currencies based on the applicable year-to-date average exchange rate as of December 31, 2023, and 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 ($) | Peer Group TSR ($) | | | 2024 | 12,852,234 | (21,435,278) | 3,345,568 | (4,255,249) | 68.29 | 83.72 | (51,087) | | 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 and 2024 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, 2023, and 2024 and only provided the 2023 and 2024 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 FASB ASC Topic 718. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards column 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 ($) | Compensation Actually Paid to PEO ($) | | 2024 | 12,852,234 | (11,399,973) | (22,887,539) | (21,435,278) |
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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,345,568 | (2,590,939) | (5,009,878) | (4,255,249) |
Required Tabular Disclosure of Pay Versus Performance
The amounts in the “Inclusion of Equity Values” column 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 ($) | | 2024 | 3,787,652 | (13,869,003) | — | (12,806,188) | — | — | (22,887,539) |
Required Tabular Disclosure of Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 561,820 | (1,715,283) | — | (2,300,460) | (1,555,955) | — | (5,009,878) |
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, 2024. 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, 2024. |
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 Total Shareholder Return
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return 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 the cumulative TSR over the four most recently completed fiscal years for the Company and the Nasdaq Biotechnology Index TSR. 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 four 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 2024, 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 | | 2024 | B | 1,474,165 | 55,547 | 27:1 | 74,095 | 20:1 | 123,820 | 12:1 | | 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 1.2781 (2023: 1.2400) otherwise no estimates or adjustments have been made. 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.