DEF 14A of Immunocore Holdings plc
Filed Apr 16, 2026 · FY20250001140361-26-015122
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 Siddharth Kaul as a director | FOR | | 2 | To re-appoint William Pao, M.D., Ph.D. as a director | FOR | | 3 | To re-appoint Kristine Peterson 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, 2026 | 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, 2026 | FOR | | 8 | To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2025 | FOR | | 9 | To approve the directors’ remuneration report for the year ended December 31, 2025, 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 authorize the Company and all of its subsidiaries to make political donations and incur political expenditure | 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. | 64 | Chief Executive Officer and Executive Director | | Professor Sir John Bell | 73 | Chairman of the Board of Directors | | Roy S. Herbst, M.D., Ph.D. | 63 | Director | | Siddharth Kaul | 65 | Director | | William Pao, M.D., Ph.D. | 58 | Director | | Kristine Peterson | 66 | Director | | Professor Sir Peter Ratcliffe | 71 | 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 Mr. Kaul, Dr. Pao and Ms. Peterson are set forth above in resolutions 1, 2 and 3, respectively.
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 FRS, FMedSci, FREng (Hon) has served on our board of directors since March 2015. Professor Sir John Bell 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, chaired the Global Health Scientific Advisory Board of the Bill and Melinda Gates Foundation until 2023, 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.
Class I Directors Continuing in Office Until the 2028 Annual General Meeting
Class I Directors Continuing in Office Until the 2028 Annual General Meeting Roy S. Herbst, M.D., Ph.D. has served on our board of directors since January 2021. In March 2026, Dr. Herbst was appointed as the director of Dartmouth Cancer Center, effective July 13, 2026. Dr. Herbst currently serves as Ensign Professor of Medicine, Deputy Director of Yale Cancer Center and Chief of Medical Oncology and Hematology 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.
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 | 98,952 | 399,991 | — | 498,943 | | Roy S. Herbst, M.D., Ph.D. | 67,500 | 399,991 | 3,928 | 471,419 | | Siddharth Kaul | 77,500 | 399,991 | — | 477,491 | | William Pao, M.D., Ph.D.(4) | 42,466 | 799,983 | — | 842,449 | | Kristine Peterson | 70,000 | 399,991 | 2,541 | 472,532 | | Professor Sir Peter Ratcliffe | 65,000 | 399,991 | — | 464,991 | | Ranjeev Krishana(5) | 51,986 | 399,991 | — | 451,977 | | Robert Perez(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 continued a global bonus structure that aligns all employees in the same job level with the same short-term incentive opportunity. |
Executive Summary
| • | Introduced 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. |
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 fiscal year 2025, incorporating for the first time a significant weighting (67.5% of target) of only six goals focused on revenue or our portfolio as part of the much broader set goals on our corporate scorecard, to incentivize achievement of our highest priorities for fiscal year 2025. |
Executive Summary
| • | Assessed performance against the short-term objectives for fiscal year 2025 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. |
Executive Summary
| • | Discussed but decided not to adopt, as in past years, stock ownership guidelines and performance equity awards given our stage as a public company and the practices of our peers. |
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, and the remuneration committee’s overall assessment of corporate performance. 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, starting with fiscal year 2025, RSUs. |
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 2025, and that no conflict of interest exists that would prevent the compensation consultant from serving as an independent consultant to the remuneration committee. 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 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 2025 Peer Group In September 2024, with recommendations from Aon, the remuneration committee determined the group of companies that would be appropriate peers for fiscal year 2025 compensation decisions, based on the following criteria:
How We Determine Executive Compensation
When determining the peer group used to inform fiscal year 2025 compensation decisions, companies included in the prior 2024 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 2025 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, whether any adjustments for individual performance should be made, 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. 2025 Target Amounts In January 2025, 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 2025 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 2025 Executive Compensation Program
| Named Executive Officer | 2025 Target Bonus Percentage (as a % of Base Salary) | | Bahija Jallal | 75% | | Travis Coy | 40% | | David Berman | 40% | | Tina St. Leger | 40% |
Elements of Our Fiscal Year 2025 Executive Compensation Program
2025 Corporate Scorecard Design and Achievement For 2025, our corporate scorecard was comprised of performance objectives in three categories: TCR innovation metrics, business growth metrics and workplace improvement metrics. However, for the first time, the Company set six goals as its highest priority alongside the broader goals on its corporate scorecard (five in TCR innovation and one in business growth) to be weighed collectively as 67.5% of each named executive officer’s target bonus opportunity. 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 (150% achievement for exceeding the goal) performance levels for each goal. When it approved the 2025 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 2025 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 2025 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). |
Elements of Our Fiscal Year 2025 Executive Compensation Program
| (2) Mr. Coy’s individual bonus multiplier was driven by his contributions to the Company over fiscal year 2025, including resulting in each the three metrics under the bonus program achieving substantially above 100% of target performance. |
Elements of Our Fiscal Year 2025 Executive Compensation Program
| (3) Dr. Berman is eligible for a fiscal year 2025 bonus pursuant to the terms and conditions of his agreement with the Company. The remuneration committee approved payout of the bonus at 100% of target. See “Other Features of Our Compensation Program” below for a description of the agreement. |
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 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 2025, we approved equity awards to our named executive officers in the form of share options and RSUs. 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 RSUs will vest 25% on each of the first four anniversaries of the grant date, subject to continued service through the applicable vesting date. The following table sets forth the share options and RSUs granted to our named executive officers in fiscal year 2025:
Equity Compensation
| Named Executive Officer | Share Options Granted | RSUs Granted | | Bahija Jallal | 405,824 | 95,270 | | Travis Coy | 274,033(1) | — | | David Berman | 129,518 | 47,297 | | Tina St. Leger | 23,212 | 8,476 |
Equity Compensation
| (1) Represents Mr. Coy’s sign-on share option award upon joining as the Company’s new CFO on January 1, 2025. Because of his hire date, he was not eligible for an annual equity award in addition to his sign-on equity award for fiscal year 2025. |
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 over the last three years was the time to introduce Performance Awards. Further, many within our peer group also continue to use stock options as opposed to Performance Awards. Therefore, the remuneration committee has continued to approve the use of share options for 2025 as a majority (by grant value) of each named executive officer’s annual equity award given that share options 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 2025 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 2025 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. Coy 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. Currently, if any severance payment or benefit received from the Company by Dr. Jallal, Mr. Coy 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 (2) 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, Mr. Coy 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.
Other Compensation Policies and Practices
Other Compensation Policies and Practices Equity Grant Timing From time to time, we grant share options and/or RSUs (“Equity Awards”) to our employees, including the named executive officers. Historically, we have granted new-hire Equity Awards on or soon after a new hire’s employment start date and annual employee Equity Awards in the first quarter of each fiscal year. Our typical practice is to grant annual employee Equity Awards on or around the 17th day of the month in which the Equity Awards are approved. Also, each non-executive director receives an automatic share option upon his or her election or appointment to the board and an annual share option at the close of business on the day of each of our annual general meetings, pursuant to the non-executive director remuneration policy, as further described under the heading, “Non-Executive Director Remuneration Policy” above. We do not otherwise maintain any written policies on the timing of awards of share options, share appreciation rights, or similar instruments with option-like features. The remuneration committee generally does not take material non-public information (“MNPI”) into account when determining the timing of awards and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. 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 Chief Executive Officer and Chief Financial Officer 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-executive 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. Remuneration Committee Report The following Remuneration Committee Report is not considered proxy solicitation material and is not deemed filed with the SEC. Notwithstanding anything to the contrary set forth in any of our filings made under the Securities Act of 1933 or the Exchange Act that might incorporate our filings under those statutes, the Remuneration Committee Report shall not be incorporated by reference into any of our prior filings or into any of our future filings under those statutes. The remuneration committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the remuneration committee recommended to the board of directors, and the board of directors approved, that the Compensation Discussion and Analysis be included in this proxy statement for the 2026 Annual General Meeting and incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Remuneration Committee of the Board of Directors of Immunocore Holdings plc Kristine Peterson (Chairman) Professor Sir John Bell Siddharth Kaul
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, 2025, 2024 and 2023, as applicable:
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Bahija Jallal, Ph.D. Chief Executive Officer | 2025 | 765,000 | — | 2,819,992 | 6,579,990 | 688,500 | 31,786 | 10,885,268 | | | 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 | | Travis Coy(5) Chief Financial Officer | 2025 | 500,000 | 100,000 | — | 4,299,989 | 250,000 | 21,220 | 5,171,209 | | Tina St. Leger(6) Chief Human Resources Officer | 2025 | 374,946 | — | 250,890 | 376,357 | 179,974 | 23,150 | 1,204,261 | | | 2024 | 361,692 | — | — | 572,873 | 160,274 | 21,032 | 1,115,871 | | | 2023 | 338,458 | — | — | 529,992 | 155,691 | 14,976 | 1,039,117 | | David Berman, M.D., Ph.D.(7) Former Executive Vice President, Head of Research & Development | 2025 | 540,000 | — | 1,399,991 | 2,099,992 | 216,000 | 23,005 | 4,278,988 | | | 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 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned during the periods presented. See “—Compensation Discussion and Analysis—Elements of Our Fiscal Year 2025 Executive Compensation Program—Base Salaries” for further information. The bonus amount reflected for Mr. Coy only represents a sign-on cash bonus paid in fiscal year 2025 that he negotiated in connection with his joining the Company on January 1, 2025. Additional sign-on cash awards are payable to Mr. Coy, subject to his continued employment with the Company through the applicable payment date, as follows: $200,000 payable in three installments. $100,000 in 2025, and $50,000 in each of 2026 and 2027. |
Summary Compensation Table
| (2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the RSU and 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 the named executive officers upon the vesting of the awards, the exercise of 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 2025 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 2025 reflect the following: (i) 401(k) matching contributions for each of Dr. Jallal, Mr. Coy and Dr. Berman in the amount of $17,500 each, (ii) matching contribution to our United Kingdom defined contribution retirement plan for Ms. St. Leger in the amount of $18,747 and $4,403 for her medical and dental benefits and (iii) tax equalization gross-up payments in the amounts of $14,286, $3,720 and $5,505 for 2025 for Dr. Jallal, Mr. Coy 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 2025 due to the named executive officers’ exercises of options and related United Kingdom taxation. |
Summary Compensation Table
| (5) Mr. Coy was appointed as our Chief Financial Officer, effective January 1, 2025. Mr. Coy, a former member of our board of directors, resigned as a director effective as of his appointment as our Chief Financial Officer. While serving on our board of directors, Mr. Coy elected to forgo remuneration in respect of his service as a non-executive director. |
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, 2025, reflect the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.3156, which represents an average for fiscal year 2025 (with conversion rates of GBP 1.00 to USD 1.2781 and GBP 1.00 to USD 1.2400 for 2024 and 2023, respectively). Ms. St. Leger resigned from the Company, effective May 26, 2026, and will be working her six-month notice period through part of fiscal year 2026, as agreed to between her and the Company. |
Summary Compensation Table
| (7) Dr. Berman resigned from his position as Executive Vice President, Head of Research & Development effective as of February 27, 2026. |
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, 2025.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | 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 | 2/17/2025 | — | — | — | — | 405,824 | 29.60 | 6,579,990 | | | RSU | 2/17/2025 | — | — | — | 95,270 | — | — | 2,819,992 | | Travis Coy | Annual cash | — | — | 200,000 | — | — | — | — | — | | | Option | 1/1/2025 | — | — | — | — | 274,033 | 29.50 | 4,299,989 | | Tina St. Leger | Annual Cash | — | — | 179,974 | — | — | — | — | — | | | Option | 2/17/2025 | — | — | — | — | 23,212 | 29.60 | 376,357 | | | RSU | 2/17/2025 | — | — | — | 8,476 | — | — | 250,889 | | David Berman | Annual Cash | — | — | 216,000 | — | — | — | — | — | | | Option | 2/17/2025 | — | — | — | — | 129,518 | 29.60 | 2,099,992 | | | RSU | 2/17/2025 | — | — | — | 47,297 | — | — | 1,399,991 |
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 2025 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 2025 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, 2025 reflects the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.3156, which represents an average for fiscal year 2025. |
Grants of Plan-Based Awards
| (2) For RSU Awards, twenty-five percent of the ordinary shares subject to the award vest on each of the first through four anniversaries of the vesting commencement date, subject to the named executive officer’s continued service through each vesting date. All share option awards granted under the 2021 EIP vest twenty-five percent of the ordinary shares subject to this award 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 2025 presented 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 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, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#)(3) | Market Value of Shares or Units of Stock that have not Vested ($)(3) | | 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 | 2,076,080 | — | 26.00 | 2/3/2031 | — | — | | | 2/16/2022 | 2/16/2022 | 417,728 | 27,849 | 24.66 | 2/15/2032 | — | — | | | 2/16/2023 | 2/16/2023 | 178,210 | 81,004 | 64.53 | 2/15/2033 | — | — | | | 2/16/2024 | 2/16/2024 | 123,296 | 158,523 | 70.50 | 2/15/2034 | — | — | | | 2/17/2025 | 2/17/2025 | — | 405,824 | 29.60 | 2/16/2035 | — | — | | | 2/17/2025 | 2/17/2025 | — | — | — | — | 95,270 | 3,306,822 | | Travis Coy | 1/1/2025 | 1/1/2025 | — | 274,033 | 29.50 | 12/31/2034 | — | — |
Outstanding Equity Awards as of December 31, 2025
| | | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#)(3) | Market Value of Shares or Units of Stock that have not Vested ($)(3) | | Tina St. Leger(4) | 4/1/2022 | 4/1/2022 | 26,250 | 8,750 | 29.87 | 3/31/2032 | — | — | | | 2/16/2023 | 2/16/2023 | 9,170 | 4,168 | 64.53 | 2/15/2033 | — | — | | | 2/16/2024 | 2/16/2024 | 6,196 | 7,966 | 70.50 | 2/15/2034 | — | — | | | 2/17/2025 | 2/17/2025 | — | 23,212 | 29.60 | 2/16/2035 | — | — | | | 2/17/2025 | 2/17/2025 | — | — | — | — | 8,476 | 294,202 | | David Berman(5) | 9/13/2018 | 9/13/2018 | 11,832 | — | 17.46 | 9/12/2028 | — | — | | | 2/4/2021 | 2/4/2021 | 468,623 | — | 26.00 | 2/3/2031 | — | — | | | 2/16/2022 | 2/16/2022 | 125,879 | 8,392 | 24.66 | 2/15/2032 | — | — | | | 2/16/2023 | 2/16/2023 | 62,287 | 28,312 | 64.53 | 2/15/2033 | — | — | | | 2/16/2024 | 2/16/2024 | 48,669 | 62,575 | 70.50 | 2/15/2034 | — | — | | | 2/17/2025 | 2/17/2025 | — | 129,518 | 29.60 | 2/16/2035 | — | — | | | 2/17/2025 | 2/17/2025 | — | — | — | — | 47,297 | 1,641,679 |
Outstanding Equity Awards as of December 31, 2025
| (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, 2025
| (2) For options, 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, 2025
| (3) For RSU awards, twenty-five percent of the ordinary shares subject to the award vest date on each of the first through four anniversaries of the vesting commencement date, subject to the named executive officer’s continued service through each vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (4) Ms. St. Leger’s unvested, unexercised options will forfeit upon her termination from employment with us effective May 26, 2026. Ms. St. Leger’s post-termination exercise period allowed for the exercise of her unexercised, vested options through November 27, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (5) Dr. Berman resigned from his position as Executive Vice President, Head of Research & Development effective as of February 27, 2026. Upon the termination of his service with the Company, all unvested RSUs and options held by Dr. Berman were forfeited. Dr. Berman will be able to exercise his unexercised, vested options through August 28, 2026. |
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, 2025, with respect to our named executive officers. No shares were acquired during the fiscal year ended December 31, 2025, 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 | — | — | | Travis Coy | — | — | | Tina St. Leger | — | — | | David Berman | 259,958 | 5,290,239 |
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, 2025, including in connection with a change in control as of December 31, 2025.
Potential Payments Upon Termination or Change in Control
| Name | Type of Termination | Base Salary ($)(1) | Bonus ($)(2) | Accelerated Vesting of Equity Awards(3) ($) | Continuation of Insurance Coverage ($)(4) | Total ($) | | Bahija Jallal | Termination without Cause or with Good Reason | 1,147,500 | — | — | 34,627 | 1,182,127 | | | Termination without Cause or with Good Reason in connection with a CIC | 1,530,000 | 1,721,250 | 5,660,465 | 46,169 | 8,957,884 | | Travis Coy | Termination without Cause or with Good Reason | 500,000 | — | — | 36,789 | 536,789 | | | Termination without Cause or with Good Reason in connection with a CIC | 750,000 | 500,000 | 1,427,712 | 55,184 | 2,732,896 |
Potential Payments Upon Termination or Change in Control
| (1) Includes: i) outside of a CIC, one-and-a-half times (Dr. Jallal) and one-times (Mr. Coy) base salary, and ii) in connection with a CIC, two times (Dr. Jallal) and one-and-a-half times (Mr. Coy) base salary. |
Potential Payments Upon Termination or Change in Control
| (2) Includes two times (Dr. Jallal) and one-and-a-half times (Mr. Coy) target bonus, plus another full year of bonus at target for the year of termination assuming a termination date of December 31, 2025. |
Potential Payments Upon Termination or Change in Control
| (3) The value of the acceleration is based on the excess of the closing price of our ADSs on Nasdaq at December 31, 2025, being $34.71 per ADS, i) for options, minus the exercise price of the options for all in-the-money options, excluding underwater options, times the option shares; and ii) for RSUs, the same closing price times the number of RSUs. |
Potential Payments Upon Termination or Change in Control
| (4) Includes the cost of coverage for the continuation of medical, dental and vision benefits under COBRA for the applicable period (i.e., outside a CIC, 18 months (Dr. Jallal) and 12 months (Mr. Coy), and, in connection with a CIC, 24 months (Dr. Jallal) and 18 months (Mr. Coy)). |
Potential Payments Upon Termination or Change in Control
In November 2025, Ms. St. Leger notified us of her intention to resign as our Chief Human Resources Officer of the Company, effective as of May 26, 2026. Ms. St. Leger will not be eligible to receive any severance payments or benefits under the terms of her employment agreement in connection with her resignation and is excluded from the table above. Dr. Berman resigned from his position as Executive Vice President, Head of Research & Development effective as of February 27, 2026. Dr. Berman received no severance payments or benefits under the terms of his employment agreement in connection with his resignation and is excluded from the table above.
CEO PAY RATIO
CEO PAY RATIO Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). Our median employee’s compensation in 2025 as calculated using Summary Compensation Table requirements was $117,720. Our Chief Executive Officer's compensation in 2025 as reported in the Summary Compensation Table was $10,885,268. Therefore, our CEO Pay Ratio for 2025 is approximately 92:1. For purposes of our CEO Pay Ratio calculation, we determined that there were no changes to our employee population or to our employee compensation arrangements that we believe would significantly impact the pay ratio disclosure, allowing us to use the same median employee identified in our fiscal year 2023 proxy statement. A description of the methodology we used to identify the median employee can be found in our 2023 proxy statement. 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 $100 Investment based on:(4) | | Net Loss ($ Thousands)(5) | | | | | | | TSR ($) | Peer Group TSR ($) | | | 2025 | 10,885,268 | 12,157,523 | 3,551,486 | 3,927,875 | 80.35 | 111.70 | (35,514) | | 2024 | 12,852,234 | (21,435,278) | 3,345,568 | (4,255,250) | 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. For 2025, the Non-PEO NEOs were Mr. Coy, 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, 2024, and 2025 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 Stock and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
Required Tabular Disclosure of Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 10,885,268 | (9,399,982) | 10,672,237 | 12,157,523 |
Required Tabular Disclosure of Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 3,551,486 | (2,809,073) | 3,185,462 | 3,927,875 |
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 ($) | | 2025 | 10,571,148 | 117,823 | — | (16,734) | — | — | 10,672,237 |
Required Tabular Disclosure of Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 3,176,877 | 16,218 | — | (7,633) | — | — | 3,185,462 |
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, 2025. 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 loss reflected in our audited financial statements for the applicable year included in our Annual Report for the year ended December 31, 2025. |
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 (“TSR”)
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“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, and the cumulative TSR over the five 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 five 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 2025 through 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 | | 2025 | B | 1,507,454 | 57,953 | 26:1 | 74,858 | 20:1 | 117,944 | 13:1 | | 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 using an exchange rate of GBP 1.00 to USD 1.3156, which represents an average for fiscal year 2025 (with conversion rates of GBP 1.00 to USD 1.2781 and GBP 1.00 to USD 1.2400 for 2024 and 2023, respectively). 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.