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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under § 240.14a-12
Immunocore Holdings plc
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials

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

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Immunocore Holdings plc
(incorporated and registered in England and Wales under the Companies Act 2006
with registered number 13119746)
92 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY, United Kingdom
April 12, 2024
Dear Shareholder:
We are pleased to provide details of the 2024 Annual General Meeting (the “AGM”) of Immunocore Holdings plc to be held on Thursday, May 23, 2024, at 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time), at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2024. The AGM will be held as a hybrid general meeting so that holders of ordinary shares will be able to participate in the meeting in person or electronically
Details regarding the business to be conducted at AGM and admission to the AGM are described in the accompanying Notice of Annual General Meeting of Shareholders and proxy statement.
Your vote is important. We hope you will vote as soon as possible. You may vote through any of the means described in the accompanying proxy statement, or, if you are a holder of our American Depositary Shares (“ADSs”), the ADS proxy card provided to you. Please carefully review the instructions on each of your voting options described in this proxy statement, the notice, and, if applicable, the voting instructions.
Thank you for your ongoing support of and continued interest in Immunocore Holdings plc. We look forward to receiving your vote in respect of the business to be conducted at the AGM.
Yours sincerely,
/s/ Professor Sir John Bell
Professor Sir John Bell
Chairman

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Immunocore Holdings plc
(incorporated and registered in England and Wales under the Companies Act 2006
with registered number 13119746)
92 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY, United Kingdom
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held On May 23, 2024
NOTICE is hereby given that the 2024 Annual General Meeting (the “AGM”) of Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales (referred to herein as the “Company,” “we,” “us” and “our”), will be held on Thursday, May 23, 2024, at 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time), at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2024, for transaction of the following business:
Ordinary Resolutions
1.
To re-appoint as a director Bahija Jallal, Ph.D., who retires in accordance with the articles of association.
2.
To re-appoint as a director Professor Sir John Bell, who retires in accordance with the articles of association.
3.
To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the attached proxy statement.
4.
To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of our named executive officers.
5.
To ratify the appointment of Deloitte LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024.
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 our next annual general meeting of shareholders.
7.
To authorize the directors to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024.
8.
To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the “2023 U.K. Annual Report”).
9.
To approve our directors’ remuneration report for the year ended December 31, 2023, which is set forth as Annex A to the attached proxy statement and on pages 21 to 48 (inclusive) of the 2023 U.K. Annual Report.
10.
To authorize the Company and all of its subsidiaries at any time during the period for which this resolution has effect to:
a.
make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
b.
make political donations to political organizations other than political parties not exceeding £50,000 in total; and
c.
incur political expenditure not exceeding £50,000 in total,
in each case during the period beginning with the date of the AGM and ending at the close of business on the day on which the 2025 annual general meeting of shareholders is held or May 23, 2025, whichever is later. The maximum amounts in (a), (b) and (c) may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.
For the purposes of this resolution, the terms “political donations”, “political parties”, “independent election candidates”, “political organizations” and “political expenditure” have the meanings set out in sections 363 to 365 of the U.K. Companies Act 2006.

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Special Resolution
11.
That, with effect from the conclusion of the AGM, the draft articles of association produced to the AGM and, for the purpose of identification, initialed by the Chairman, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company’s existing articles of association.
Please refer to the attached proxy statement for detailed information on each of the resolutions, which are set forth in the attached proxy statement as resolutions 1 through 11. We encourage you to read the proxy statement in its entirety before voting. Our board of directors has approved each resolution and recommends that shareholders entitled to vote at the AGM vote in favor of each of the resolutions.
Resolutions 1 through 10 will be proposed as ordinary resolutions and under English law, assuming that a quorum is present, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
Resolution 11 will be proposed as a special resolution under English law. Assuming that a quorum is present, a special resolution is passed on a poll if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
Voting on all resolutions at the AGM will be conducted by way of a poll, rather than a show of hands.
The result of the shareholder votes on the ordinary resolutions in resolutions 3, 4, 8 and 9 will not require our board of directors or any committee thereof to take any action. Our board of directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on these resolutions.
Only those ordinary shareholders of record as of 6:00 p.m. London time (1:00 p.m. Eastern Daylight Time) on Tuesday, May 21, 2024 will be entitled to attend, speak and vote at the AGM. Ordinary shareholders attending the AGM will have the right to ask questions at the AGM in accordance with the Companies Act 2006 (the “Companies Act”).
Your vote is important, regardless of the number of shares or American Depositary Shares (“ADSs”) you own. Holders of ordinary shares who attend the AGM in person or electronically via meetnow.global/IHCAGM2024 will be able to vote during the AGM. However, to make sure your shares are represented at the AGM, please vote as soon as possible. Holders of ordinary shares entitled to attend and vote at the AGM are entitled to appoint a proxy (or, if they hold more than one ordinary share, proxies) to exercise all or any of their rights to attend, speak and vote at the AGM. Such proxy need not be one of our shareholders of record. Holders of our ordinary shares may vote by proxy either over the internet or by returning a form of proxy in the envelope provided by no later than 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time) on Tuesday, May 21, 2024. In addition, you may be able to appoint a proxy electronically via the CREST electronic proxy appointment service or the Proxymity platform. You may revoke your proxy in the manner described in the accompanying proxy statement. Holders of our ADSs may vote by following the voting instructions in the attached proxy statement.
The results of the polls taken on the resolutions at the AGM and any other information required by the Companies Act will be made available on our website (https://ir.immunocore.com) as soon as reasonably practicable following the AGM and available for the required period thereafter. The results will also be announced by the filing of a Current Report on Form 8-K with the U.S. Securities and Exchange Commission. The inclusion of our website address here and elsewhere in the attached proxy statement does not include or incorporate by reference the information on our website into this Notice or the proxy statement.
By Order of the Board
/s/ Lily Hepworth
Lily Hepworth
Company Secretary
April 12, 2024

Registered office:
92 Park Drive, Milton Park
Abingdon, Oxfordshire
United Kingdom, OX14 4RY

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Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on Thursday, May 23, 2024 at 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time), at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2024.
The proxy statement and annual report to shareholders are available at https://ir.immunocore.com.
Information included on our website, other than the proxy materials, is not part of our proxy soliciting materials.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
We have sent you this proxy statement and the enclosed form of proxy because the board of directors of Immunocore Holdings plc is soliciting your proxy to vote at our upcoming annual general meeting of shareholders (the “AGM”). As used in this proxy statement, references to “we,” “us,” “our” and “Immunocore” refer to Immunocore Holdings plc.
The Notice of 2024 Annual General Meeting, this proxy statement, the form of proxy, our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (“2023 U.K. Annual Report”) and our annual report on Form 10-K for the year ended December 31, 2023 (the “Annual Report on Form 10-K,” and collectively with the Notice of 2024 Annual General Meeting, this proxy statement, the 2023 U.K. Annual Report and the form of proxy, the “Proxy Materials”), will be made available (either electronically or by post) to our ordinary shareholders of record for the first time on or about April 12, 2024.
While this proxy statement is made available to our ordinary shareholders of record, this document will also be sent to holders of our American Depositary Shares (“ADSs”) for the first time on or about April 12, 2024 and contains information relevant to holders of ADSs. In addition, we have provided brokers, dealers, bankers, and their nominees, at our expense, with copies of the Proxy Materials so that our record holders can supply these materials to the beneficial owners of our ordinary shares.
When is the AGM?
The AGM will be held on Thursday, May 23, 2024, at 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time), at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2024. The AGM will be held as a hybrid general meeting so that holders of ordinary shares will be able to participate in the meeting in person or electronically.
Why am I receiving these materials?
We have made available the Proxy Materials to you because you are an ordinary shareholder of record and our board of directors is soliciting your proxy to vote at the AGM, including at any adjournments or postponements thereof. You do not need to attend the AGM in person to vote your shares.
All holders of ordinary shares will also be able to submit a proxy electronically using the website www.investorcentre.co.uk/eproxy. In addition, you may also be able to appoint a proxy electronically via the CREST electronic proxy appointment service or the Proxymity platform. To submit your proxy, simply follow the instructions in this proxy statement. In addition, if you have elected to receive communications from us in hard-copy form, you can vote by completing and returning the paper form of proxy enclosed with this document to Computershare Investor Services PLC (“Computershare”).
All proxies, however submitted, must be lodged with our registrar, Computershare, by no later than 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time) on Tuesday, May 21, 2024. Materials for ADS holders of record, including this proxy statement, the Annual Report on Form 10-K, the 2023 U.K. Annual Report and an ADS proxy card, will be mailed on or about April 12, 2024 to all ADS holders, including banks, brokers and nominees, who are registered as holders of ADSs in the ADS register by 5:00 p.m. Eastern Daylight Time on March 28, 2024, the record date for ADS holders.
Who can vote at the AGM?
Ordinary Shareholders of Record
Only ordinary shareholders of record registered in the register of members at 6:00 p.m. London time (1:00 p.m. Eastern Daylight Time) on Tuesday, May 21, 2024 will be entitled to vote at the AGM. As of March 31, 2024 (being the last practicable date before the circulation of this proxy statement), there were 48,756,022 ordinary shares issued and outstanding and entitled to vote. As an ordinary shareholder of record, you may vote at the AGM or by proxy. We encourage you to vote prior to the AGM by proxy over the internet or by mail or, if applicable, via the CREST electronic proxy appointment service or the Proxymity platform, as instructed below to ensure your vote is counted.
If, on or prior to May 21, 2024, you sell or transfer our ordinary shares that you currently hold, your form of proxy can no longer be used and if submitted (whether before or after you sell or transfer your ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee should contact Lily Hepworth, Company Secretary, to request a new form of proxy for their use.
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Holders of our non-voting ordinary shares and deferred shares do not have the right to receive notice of, or to attend and vote at, the AGM in respect of such non-voting ordinary shares and deferred shares.
Beneficial Owners of Ordinary Shares which are Registered in the Name of a Broker, Bank or Other Agent
If, on March 28, 2024, your ordinary shares were held in an account at a brokerage firm, bank or other similar organization and you are the beneficial owner of shares, these Proxy Materials should be forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the AGM. You are encouraged to provide voting instructions to your broker or other agent so that they may submit a proxy.
Holders of American Depositary Shares
If you or your brokerage firm, bank or nominee is registered as a holder of ADSs in the ADS register at 5:00 p.m. Eastern Daylight Time on March 28, 2024 (the record date for ADS holders), you are entitled to exercise your vote as a holder of an interest in our share capital represented by ADSs. If you hold ADSs through a brokerage firm, bank or nominee on March 28, 2024, the materials for ADS holders, including the ADS proxy card, will be sent to that organization. The organization holding your account is considered the ADS holder of record. Please reach out to that organization to provide your voting instructions.
Please note that ADS proxy cards submitted by ADS holders must be received by the depositary, Citibank, N.A., no later than 10:00 a.m. Eastern Daylight Time on Monday, May 16, 2024. Citibank, N.A. will collate all votes properly submitted by ADS holders and submit a vote on behalf of all ADS holders.
What are the differences between ADS holders and ordinary shareholders?
Citibank, N.A., as depositary, executes and delivers ADSs on our behalf. We are requesting Citibank, N.A., which holds the ordinary shares represented by the ADSs, to seek ADS holders’ instructions as to voting for the AGM. As a result, ADS holders may instruct Citibank, N.A., as depositary, to vote the ordinary shares represented by their ADSs.
Because we have asked Citibank, N.A. to seek the instructions of ADS holders, Citibank, N.A. will notify ADS holders of the upcoming vote and arrange to deliver the Proxy Materials to them. Citibank, N.A., as depositary, then tries, as far as practicable, to vote the ordinary shares as our ADS holders instruct. We cannot guarantee that ADS holders will receive this proxy statement and the other proxy materials from Citibank, N.A. in time to permit them to instruct Citibank, N.A., as depositary, to vote their shares. In addition, there may be other circumstances in which ADS holders may not be able to exercise voting rights. Furthermore, ADS holders can exercise their right to vote the ordinary shares underlying their ADSs by exchanging their ADSs for ordinary shares. However, even though we are subject to U.S. domestic issuer proxy rules and our shareholder meetings are announced via press release and in our filings with the SEC, ADS holders may not receive proxy materials about the AGM early enough to exchange their ADSs for ordinary shares.
ADS holders are not required to be treated as holders of ordinary shares and do not have the rights of holders of ordinary shares.
What is the difference between a shareholder of record and a beneficial owner?
These terms describe how your ordinary shares are held. If your ordinary shares are registered directly in our register of members maintained by Computershare, our registrar, you are a shareholder of record and the Proxy Materials are being sent directly, or otherwise being made available, to you. If your ordinary shares are held in the name of a broker, bank, or other nominee, you are a beneficial owner of the shares held by your broker, bank or other nominee and the Proxy Materials are being made available or forwarded to you by your broker, bank, or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your ordinary shares by following the instructions on the voting instructions provided to you by such broker, bank or other nominee.
What are the requirements to approve each of the resolutions?
You may cast your vote for or against resolutions 1 through 11 or abstain from voting your shares on one or more of these resolutions.
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Resolutions 1 through 10 will be proposed as ordinary resolutions. Under English law, assuming that a quorum is present, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who are entitled to vote and vote on the resolution.
Resolution 11 will be proposed as a special resolution under English law. Assuming that a quorum is present, a special resolution is passed on a poll if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.
The result of the shareholder votes on ordinary resolutions 3, 4, 8 and 9 regarding advisory approval of the executive compensation of our named executive officers, advisory indication of the preferred frequency of shareholder advisory votes on executive compensation, receipt and adoption of the 2023 U.K. Annual Report and approval of the directors’ remuneration report for the year ended December 31, 2023 will not require our board of directors or any committee thereof to take any action. Our board of directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on these 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.
Resolution
Description of Resolution
Board’s
Recommendation
1
To re-appoint Bahija Jallal, Ph.D. as a director
FOR
2
To re-appoint Professor Sir John Bell as a director
FOR
3
To approve, on advisory basis, the compensation of our named executive officers
FOR
4
To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on executive compensation
ONE YEAR
5
To ratify the appointment of Deloitte LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024
FOR
6
To re-appoint Deloitte LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders
FOR
7
To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024
FOR
8
To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023
FOR
9
To approve the director’s remuneration report for the year ended December 31, 2023, which is set forth in Annex A to this proxy statement
FOR
10
To authorize the Company and all of its subsidiaries to make political donations and incur political expenditure
FOR
11
That, with effect from the conclusion of the AGM, the draft articles of association produced to the AGM and, for the purpose of identification, initialed by the Chairman, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company’s existing articles of association
FOR
What constitutes a quorum?
Under our current articles of association, a quorum will be present if two shareholders entitled to vote are present in person or represented by proxy at the AGM. As described in “Resolution 11—Adoption of New Articles of Association,” we are recommending that the quorum requirement in our articles of association be amended to comply with certain requirements of Nasdaq Listing Rules.
If there is no quorum within fifteen minutes (or such longer interval as the Chairman of the AGM in their absolute discretion thinks fit) from the time fixed for the start of the AGM, the AGM will stand adjourned to such time, date and place or places and/or by means of such electronic facility or facilities as may be fixed by the Chairman of the
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AGM (being not less than 10 clear days later). If at such adjourned meeting, a quorum is not present within 15 minutes from the time appointed for the holding of the meeting, one person entitled to vote on the business to be transacted, being an ordinary shareholder of record or a proxy or a duly authorized representative of a corporation which is an ordinary shareholder of record, shall be a quorum and any notice of an adjourned meeting shall state this.
How do I vote my shares?
You may vote “FOR” or “AGAINST” or abstain from voting on the applicable resolution (or, in the case of resolution 4, you may choose “ONE YEAR,” “TWO YEARS” or “THREE YEARS” or may abstain from voting). The procedures for voting are as follows:
Ordinary Shareholders of Record
If you are an ordinary shareholder “of record,” you may vote at the AGM or by proxy. We urge you to vote by proxy over the internet or by mail or, if applicable, via the CREST electronic proxy appointment service or the Proxymity platform, as instructed below to ensure your vote is counted. You may also attend and vote at the AGM in person or by using the electronic platform via meetnow.global/IHCAGM2024.
You may still attend the AGM and vote in person or via the electronic platform during the AGM even if you have already voted by proxy.
You may appoint more than one proxy in relation to the AGM (provided that each proxy is appointed to exercise the rights attached to a different ordinary share(s)). To appoint more than one proxy, you should contact our registrar, Computershare. Such proxy need not be a shareholder of record but must attend the AGM to represent you for your vote to be counted. We encourage all shareholders to appoint Professor Sir John Bell, the Chairman of the AGM, as their proxy.
You may vote using one of the following methods:
To vote on the internet, go to https://www.investorcentre.co.uk/eproxy to appoint a proxy electronically and follow the instructions (see instructions on form of proxy).
If you have received a hard-copy form of proxy simply complete, sign and date the enclosed form of proxy and return it promptly in the envelope provided.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM (and any adjournment of the AGM) by using the procedures described in the CREST Manual (available from www.euroclear.com). CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Computershare (ID: 3RA50) by 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time) on May 21, 2024. For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In addition, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in
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particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. We may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
You may also be able to appoint a proxy electronically via the Proxymity platform, a process to which we have agreed and which has been approved by Computershare, our registrar. For further information regarding Proxymity, please go to www.proxymity.io. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy via the Proxymity platform.
To vote in person, come to the AGM and we will give you a poll card when you arrive.
If you attend the AGM electronically, you can vote by using the online platform at meetnow.global/IHCAGM2024.
All proxies (however submitted) must be lodged with Computershare, our registrar, by no later than 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time) on May 21, 2024.
If you properly give instructions as to your proxy appointment by executing and returning a form of proxy, or by submitting your proxy online, and your proxy appointment is not subsequently revoked, your shares will be voted in accordance with your instructions. Where no specific instruction is given by you, your proxy may vote at their discretion or refrain from voting, as they see fit.
Beneficial Owners of Ordinary Shares which are Registered in the Name of a Broker, Bank or Other Agent
If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you should follow directions provided by your broker, bank or other nominee.
Holders of American Depositary Shares
If you are a holder of ADSs, you should follow the directions on the ADS proxy card you received.
Please note that ADS proxy cards submitted by ADS holders must be received by Citibank, N.A. no later than 10:00 a.m. Eastern Daylight Time on May 16, 2024. Citibank, N.A. will collate all votes properly submitted by ADS holders and submit a vote on behalf of all ADS holders.
Holders of ADSs are unfortunately not entitled to attend and vote at the AGM in person or via the electronic platform.
How will my ordinary shares or ADSs be voted if I do not specify how they should be voted?
If you sign and send your form of proxy but do not indicate how you want your ordinary shares to be voted, your shares may be voted by the person that you appoint as your proxy as he or she sees fit or such person may abstain in relation to any business of the AGM. As a reminder, we urge all shareholders to appoint the Chairman of the AGM as your proxy.
If a holder of ADSs does not submit an ADS proxy card to Citibank, N.A. by the deadline specified, the ADS holder shall be deemed to have instructed Citibank, N.A. to give a discretionary proxy to a person designated by us to vote the ordinary shares represented by his or her ADSs (provided that no such discretionary proxy shall be given if we inform Citibank, N.A. that we do not want such proxy to be given, substantial opposition exists or the rights of ADS holders may be adversely affected). If the enclosed ADS proxy card is signed but is missing voting instructions with respect to any resolution, then Citibank, N.A. will deem the ADS holder to have instructed it to vote in favor of such resolutions. If the enclosed ADS proxy card is improperly completed, Citibank, N.A. will not vote the ADSs to which such ADS proxy card relates; in particular, if more than one voting box is marked for any resolution, the ADS holder shall be deemed to have directed Citibank, N.A. to abstain on the resolution concerned.
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Can I change my vote or revoke a proxy?
An ordinary shareholder of record can revoke his, her or its proxy before 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time) on May 21, 2024 (the deadline for submission of proxies) in one of the following ways:
entering a new vote over the internet;
submitting another signed form of proxy bearing a later date;
amending an instruction via the CREST electronic proxy appointment service;
if you are an institutional investor that has appointed a proxy electronically through Proxymity, by entering a new voting instruction via your voting platform;
an ordinary shareholder of record may change his or her vote by voting in person or electronically at the AGM.
If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you may change or revoke your voting instructions by contacting the broker, bank or other nominee holding the shares. See also “What if I plan to attend the AGM?”
If you hold ADSs, directly or through a broker, bank or other nominee, you must follow the instructions provided by Citibank, N.A. or such broker, bank or other nominee if you wish to change your vote. The last instructions you submit prior to the deadline indicated by Citibank, N.A. or the broker, bank or other nominee, as applicable, will be used to instruct Citibank, N.A. how to vote your ADSs.
Who counts the votes?
Computershare has been engaged as our independent agent to tabulate shareholder votes. If you are an ordinary shareholder of record, you can return your executed form of proxy to Computershare for tabulation or submit your proxy electronically either over the Internet at www.investorcentre.co.uk/eproxy (see instructions on form of proxy), via the CREST electronic proxy appointment service or through Proxymity.
If you hold your ordinary shares through a broker, your broker will return the form of proxy to Computershare or directly submit your proxy to Computershare online.
If you are a holder of record of ADSs, you can return your executed ADS proxy card to Citibank, N.A. for tabulation. If you hold your ADSs through a broker, bank or other organization, that organization can return the ADS proxy card to Citibank, N.A. following your instruction. Citibank, N.A. will submit your votes to Computershare for tabulation.
How are votes counted?
Voting on all resolutions at the AGM will be conducted by way of a poll, rather than a show of hands. Votes will be counted by Computershare, who will separately count “FOR,” “AGAINST” (or, in the case of resolution 4, “ONE YEAR,” “TWO YEARS” and “THREE YEARS”) and abstentions.
What is an “abstention” and how would it affect the vote?
An abstention is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a particular resolution.
How many votes do I have?
On each matter to be voted upon, each ordinary shareholder of record present in person or electronically at the AGM or having submitted a proxy as set out in this proxy statement, or being a corporation present at the AGM by a duly authorized representative, has one vote for each ordinary share held as of 6:00 p.m. London time (1:00 p.m. Eastern Daylight Time) on May 21, 2024.
On each matter to be voted upon, each holder of ADSs has one vote for each ADS held as of March 28, 2024.
Holders of our non-voting ordinary shares and deferred shares do not have the right to vote at the AGM in respect of such non-voting ordinary shares and deferred shares.
What about joint holders?
In the case of joint holders of record of an ordinary share, the vote of the senior who tenders the vote (whether in person or by proxy) will be accepted to the exclusion of the votes of any other joint holders. For these purposes,
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seniority shall be determined by the order in which the names stand in the register of members of the company in respect of the joint holding (with the first named being the most senior).
What if I plan to attend the AGM in person?
Attendance at the AGM in-person will be limited to ordinary shareholders of record as of 6:00 p.m. London time (1:00 p.m. Eastern Daylight Time) on Tuesday, May 21, 2024. In order to obtain admittance to the AGM, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. If your ordinary shares are held through brokerage accounts or by a bank or other nominee, you may be able to attend at the discretion of the Chairman assuming you provide appropriate documentation of share ownership. Any corporation which is an ordinary shareholder of record may by resolution of its directors authorize one or more persons to act as its representative(s) at the AGM and the person(s) so authorized shall (on production of a certified copy of such resolution at the AGM) be entitled to exercise these same powers on behalf of the corporation as the corporation could exercise if it were one of our individual shareholders.
Holders of ADSs are, unfortunately, not entitled to attend and vote at the AGM in person in any event.
Holders of our non-voting ordinary shares and deferred shares do not have the right to attend the AGM in person.
What if I plan to attend the AGM electronically?
In order to participate at the AGM electronically, you will need to visit meetnow.global/IHCAGM2024 on your device operating a compatible browser using the latest version of Chrome, Firefox, Edge or Safari. Please note that Internet Explorer is not supported. It is highly recommended that you check your system capabilities in advance of the meeting day. To be able to ask a question and be seen by the Board and those attending the AGM, you must log into the AGM where the information on how to enter the virtual waiting room will be available. The process of asking questions, voting and accessing the AGM presentation will be further explained by the chair of the AGM and the operator during the AGM.
If you are a holder of ordinary shares, you can use your unique Shareholder Reference Number and PIN as displayed on your form of proxy/attendance card. If you are an appointed proxy or a corporate representative, you will have had to be provided with a unique invite code to enter the AGM and exercise your rights. These credentials will be issued one working day prior to the AGM, conditional on evidence of your proxy appointment or corporate representative appointment having been received and accepted. If you have not been provided with your meeting access credentials, please ensure you contact Computershare on the morning of the AGM, but no later than 2 hours before the start of the AGM.
Access to the AGM via meetnow.global/IHCAGM2024 will be available from 2.15 p.m. (London Time) on May 23, 2024. During the AGM, you must ensure you are connected to the internet at all times in order to vote when the chair of the AGM commences polling on the Resolutions being put to the AGM. Therefore, it is your responsibility to ensure connectivity for the entire duration of the AGM.
After the Resolutions have been proposed and opened, voting options will appear on the screen. Press the option corresponding with the way in which you wish to vote. Your vote has been cast when the check mark appears. To change your vote, select “change my vote.”
If you experience any technical issues with the site you may either call Computershare on the telephone number provided on the site or, once you have entered the AGM, you can raise your question using the chat function. If you have technical issues prior to the start of the AGM you should contact Computershare on the shareholder helpline at 0370 703 0387.
Please contact Computershare by email on corporate-representatives@computershare.co.uk or alternatively by calling 0370 703 0387, providing details of your proxy appointment including their email address so that unique credentials can be issued to allow the proxy to access the electronic meeting. Access credentials will be emailed to the proxy one working day prior to the AGM. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding bank holidays in the United Kingdom).
Please contact Computershare by emailing corporate-representatives@computershare.co.uk providing details of your appointment of corporate representatives including their email address, confirmation that they wish to attend the AGM and a copy of a letter of representation, so that unique credentials can be issued to allow the corporate representative to access the electronic meeting. Access credentials will be emailed to the corporate representative
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one working day prior to the AGM. If documentation supporting the appointment of the corporate representative is supplied later than the deadline for appointment of a proxy (i.e. 2:30 p.m. (London Time) on May 21, 2024 (or, if the AGM is adjourned, by 2:30 p.m. (London Time) on the day two working days prior to the adjourned meeting)), issuance of unique credentials to access the AGM will be issued on a best efforts basis.
How do you solicit proxies?
We will solicit proxies and will bear the entire cost of this solicitation. The initial solicitation of proxies may be supplemented by additional mail communications and by telephone, fax, e-mail, internet and personal solicitation by our directors, officers or other employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other employees for their proxy solicitation efforts. We also reimburse Citibank, N.A. for its expenses in sending materials, including ADS proxy cards, to ADS holders of record.
What do I do if I receive more than one set of Proxy Materials?
If you hold ordinary shares in more than one account, you will receive Proxy Materials for each account. To ensure that all of your shares are voted, please sign, date and return all forms of proxy received or submit a proxy via the internet, the CREST electronic proxy appointment service or the Proxymity platform. Please be sure to vote all of your shares.
If you hold ADSs in your own name registered on the books of Citibank, N.A., as depositary, you are considered the registered holder of the ADSs and will receive the Proxy Materials from Citibank, N.A. If you hold ADSs through a broker, bank or other nominee, you are considered the beneficial owner of the ADSs and you will receive the Proxy Materials from your broker, bank or other nominee.
Will there be any other business conducted at the AGM?
Subject to any shareholder proposals submitted in accordance with section 338 of the Companies Act (as summarized below), no matters other than resolutions 1 through 11 may be presented at the AGM. We have not been notified of, and our board of directors is not aware of, any other matters to be presented for action at the AGM.
Under section 338 of the Companies Act, shareholders meeting the threshold requirement in that section may require us to give to our shareholders entitled to receive this notice of the AGM notice of a resolution which may properly be moved and is intended to be moved at the AGM unless (i) it would, if passed, be ineffective whether by reason of inconsistency with any enactment or our constitution or otherwise, (ii) it is defamatory of any person or (iii) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given, must be authorized by the person or persons making it and must be received by us not later than Thursday, April 11, 2024, the date which is six weeks before the AGM.
What is Computershare’s role?
Computershare is our registrar. All communications concerning ordinary shareholder of record accounts, including address changes, name changes, ordinary share transfer requirements and similar issues can be handled by contacting Computershare at tel: +44 (0) 370 703 0387 or by writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom.
Communications concerning ADS holder of record accounts can be handled by contacting Citibank, N.A.—ADR Shareholder Services at +1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email at citibank@shareholders-online.com or at Citibank Shareholder Services, P.O. Box 43077, Providence, RI 02940-3077.
How can I find out the results of the voting at the AGM?
Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the AGM. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the date the final results of the AGM are available.
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Who do I contact regarding my ADS holdings?
If you are an ADS holder of record and have queries about how to deliver voting instructions, please contact Citibank, N.A.—ADR Shareholder Services by telephone at +1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email at citibank@shareholders-online.com or at Citibank Shareholder Services, P.O. Box 43077, Providence, RI 02940-3077. If you hold your ADSs through a custodian, broker or other agent, you should refer to the contact information provided by your agent.
What do I do if I have additional questions?
If you have any further questions about voting or attending the AGM, please contact our registrar, Computershare, at +44 (0) 370 703 0387 or corporate-representatives@computershare.co.uk.
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RE-APPOINTMENT OF DIRECTORS
Our board of directors currently consists of eight directors, and is divided into three classes as follows:
Class III, which consists of Bahija Jallal, Ph.D. and Professor Sir John Bell, whose current terms will expire at the upcoming AGM;
Class I directors: Travis Coy, Roy S. Herbst, M.D., Ph.D. and Professor Sir Peter Ratcliffe, whose current terms will expire at the 2025 annual general meeting of shareholders; and
Class II directors: Siddharth Kaul, Robert Perez and Kristine Peterson, whose current terms will expire at the 2026 annual general meeting of shareholders.
Under our articles of association, at the third annual general meeting following the listing of our ADSs on Nasdaq, each director in Class III will retire from office but will be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such director is so re-appointed, they will be entitled to serve until the third anniversary of such annual general meeting, at which point such director shall retire from office but shall be eligible for further reappointment. In accordance with this requirement, Bahija Jallal, Ph.D. and Professor Sir John Bell will retire and offer themselves for re-appointment as Class III directors at the upcoming AGM.
Our board of directors has nominated Bahija Jallal, Ph.D. and Professor Sir John Bell for re-appointment as Class III directors and no other nominees for directors have been presented. If elected, each of the nominees will hold office from the date of re- appointment until the 2027 annual general meeting of shareholders, which is the third anniversary of the upcoming AGM, and until their successor is elected and has been qualified, or until their earlier death, resignation or removal.
In connection with resolutions 1 and 2, we set forth the biographical information for the nominees to our board of directors. For biographical information for the other directors, see the section of this proxy statement titled “Board of Directors and Corporate Governance.”
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RESOLUTION 1
RE-APPOINTMENT OF BAHIJA JALLAL, PH.D.
TO THE BOARD OF DIRECTORS
Bahija Jallal, Ph.D. is currently a member of our board of directors, and has been nominated for re-appointment as a director. If re-appointed, Dr. Jallal will hold office from the date of her re-appointment until the 2027 annual general meeting of shareholders, where she must retire by rotation and offer herself for re-appointment, or until her earlier death, resignation or removal. Dr. Jallal has agreed to serve if re-appointed, and our board of directors has no reason to believe that she will be unable to serve.
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.
Vote Required
The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to re-appoint Dr. Jallal to our board of directors as a Class III director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RE-APPOINTMENT OF BAHIJA JALLAL, PH.D.
TO OUR BOARD OF DIRECTORS
AS A CLASS III DIRECTOR.
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RESOLUTION 2
RE-APPOINTMENT OF PROFESSOR SIR JOHN BELL
TO THE BOARD OF DIRECTORS
Professor Sir John Bell is currently a member of our board of directors, and has been nominated for re-appointment as a director. If re-appointed, Professor Sir John Bell will hold office from the date of his re-appointment until the 2027 annual general meeting of shareholders, where he must retire by rotation and offer himself for re-appointment, or until his earlier death, resignation or removal. Professor Sir John Bell has agreed to serve if re-appointed, and our board of directors has no reason to believe that he will be unable to serve.
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.
Vote Required
The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to re-appoint Professor Sir John Bell to our board of directors as a Class III director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RE-APPOINTMENT OF PROFESSOR SIR JOHN BELL
TO OUR BOARD OF DIRECTORS
AS A CLASS III DIRECTOR.
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RESOLUTION 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our shareholders are entitled to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation—Compensation Discussion and Analysis” in this proxy statement, which provide a comprehensive review of our executive compensation program and its elements, objectives and rationale.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the compensation tables and the related narrative disclosure contained in this proxy statement. We believe that our compensation policies and decisions are consistent with current market practices. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment.
Accordingly, our board of directors is asking the shareholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:
RESOLVED, that the shareholders of Immunocore Holdings plc (the “Company”) hereby approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual General Meeting of Shareholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative.
Because the vote is advisory, it is not binding on Immunocore or our board of directors. Nevertheless, the views expressed by our shareholders, whether through this vote or otherwise, are important to management and our board of directors and, accordingly, the board of directors and the remuneration committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
Vote Required
Advisory (non-binding) approval of our executive compensation requires the approval of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL OF THE EXECUTIVE COMPENSATION PAID
TO OUR NAMED EXECUTIVE OFFICERS.
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RESOLUTION 4
ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF
ADVISORY SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION
The Dodd-Frank Act and Section 14A of the Exchange Act also enable our shareholders, at least once every six years, to indicate their preference regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, we are asking shareholders to indicate whether they would prefer an advisory vote every year, every other year or every three years. Alternatively, shareholders may abstain from casting a vote.
After considering the benefits and consequences of each alternative, our board of directors recommends that the advisory vote on the compensation of our named executive officers be submitted to shareholders each year.
The board of directors believes that an annual advisory vote on the compensation of our named executive officers is the most appropriate policy for us at this time. While our executive compensation program is designed to promote the creation of shareholder value over the long term, the board of directors recognizes that executive compensation disclosures are made annually, and holding an annual advisory vote on the compensation of our named executive officers provides us with more direct and immediate feedback on our executive compensation program, policies and disclosures. However, shareholders should note that because a proposed annual advisory vote would occur well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our compensation plans and arrangements for our executive officers in consideration of any single year’s advisory vote by the time of the following year’s annual general meeting of shareholders. We believe, however, that an annual advisory vote on the compensation of our named executive officers is consistent with our practice of seeking input and engaging in dialogue with our shareholders on corporate governance matters.
Vote Required
While our board of directors believes that its recommendation is appropriate at this time, the shareholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of our executive officer compensation practices should be held every year, every other year or every three years. You may cast your vote on your preferred voting frequency by choosing the option of “one year,” “two years,” “three years,” or abstain from voting when you vote. The option that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders.
Our board of directors and the remuneration committee value the opinions of the shareholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, the board of directors will consider the shareholders’ concerns and evaluate any appropriate next steps. The board of directors may decide, however, because this vote is advisory and, therefore, not binding on the board or Immunocore, that it is in the best interests of the shareholders that we hold an advisory vote on executive compensation more or less frequently than the option preferred by the shareholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of Immunocore or the board of directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
A “ONE YEAR” FREQUENCY FOR FUTURE ADVISORY SHAREHOLDER VOTES
ON EXECUTIVE COMPENSATION.
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RESOLUTION 5
RATIFICATION OF THE APPOINTMENT OF DELOITTE LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024
RESOLUTION 6
RE-APPOINTMENT OF DELOITTE LLP AS OUR U.K. STATUTORY AUDITORS, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS
RESOLUTION 7
AUTHORIZATION FOR THE AUDIT COMMITTEE TO DETERMINE THE U.K. STATUTORY AUDITORS’ REMUNERATION FOR THE YEAR ENDING DECEMBER 31, 2024
The audit committee of our board of directors is responsible for the selection, appointment and negotiation of the remuneration of our U.S. independent registered public accounting firm and our U.K. statutory auditors. The audit committee has approved the appointment of Deloitte LLP, a limited liability partnership organized under the laws of England (“Deloitte”) as our U.S. independent registered public accounting firm for our fiscal year ending December 31, 2024 and the re-appointment of Deloitte as our U.K. statutory auditors until the conclusion of our 2025 annual general meeting of shareholders. In resolutions 5 and 6, we are asking our shareholders to ratify the selection of Deloitte as our U.S. independent registered public accounting firm and to re-appoint Deloitte as our U.K. statutory auditors.
Our organizational documents do not require that the shareholders ratify the selection of Deloitte as our U.S. independent registered public accounting firm. However, the audit committee is submitting the selection of Deloitte to the shareholders for ratification as a matter of good corporate practice. Even if the selection of Deloitte is ratified, the audit committee in its discretion may direct the appointment of a different U.S. independent registered public accounting firm at any time during the year if the audit committee determines to make such a change. In the event our shareholders fail to ratify the selection of Deloitte, the audit committee will consider whether to select other auditors for the Company for the year ending December 31, 2024.
In accordance with the Companies Act, our U.K. statutory auditors must be re-appointed at each meeting at which our U.K. annual report and accounts are presented to our shareholders. If this resolution is not approved by our shareholders at the AGM, the audit committee may appoint auditors to fill the vacancy.
Deloitte has served as our independent registered public accounting firm since 2023. We expect representatives of Deloitte to be in attendance at the AGM, to make a statement if they so desire, and to be available to respond to appropriate questions.
In accordance with the Companies Act, the remuneration of our U.K. statutory auditors must be fixed in a general meeting of shareholders or in such manner as may be determined in a general meeting of shareholders. In resolution 7, we are asking our shareholders to authorize the audit committee to determine the remuneration of Deloitte as our U.K. statutory auditors for the year ending December 31, 2024.
Change in Principal Accountant
We announced on November 9, 2022 our intent to propose to shareholders at our 2023 annual general meeting (the “2023 AGM”) that Deloitte LLP be appointed to serve as our U.K. statutory auditor and our independent registered public accounting firm for the fiscal year ending December 31, 2023, subject to shareholder approval at the 2023 AGM. This decision was taken following a competitive audit tender. At the 2023 AGM on May 16, 2023, our shareholders approved the appointment of Deloitte LLP as our U.K. statutory auditor and our independent registered public accounting firm, in place of KPMG LLP (“KPMG”). KPMG resigned prior to the 2023 AGM as of April 27, 2023.
During the two fiscal years ended December 31, 2022 and 2021 and any subsequent interim period, there were: (1) no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, and (2) no reportable events as defined under Item 16F(a)(1)(v) of Form 20-F.
The audit reports of KPMG on the consolidated financial statements of Immunocore Holdings plc and subsidiaries as of and for the years ended December 31, 2022 and 2021, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
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We previously provided KPMG with a copy of the disclosures regarding this change in independent registered public accounting firm reproduced in this proxy statement and received a letter from KPMG addressed to the SEC stating that they agree with the above statements. A copy of this letter was filed as Exhibit 16.1 to our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 1, 2023.
During the fiscal years ended December 31, 2022 and 2021, neither we nor anyone acting on our behalf consulted with Deloitte regarding (1) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or the effectiveness of internal control over financial reporting, and neither a written report nor oral advice was provided to us that Deloitte concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, (2) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (3) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Principal Accountant Fees and Services
The following table represents aggregate fees billed to us by Deloitte for the fiscal year ended December 31, 2023:
 
(in thousands)
Audit Fees(1)
$1,336
Total Fees
$1,336
(1)
Audit fees consisted of fees for the audit of our annual financial statements and other professional services provided in connection with the statutory and regulatory filings or engagements, including fees for the review of our interim financial information, comfort letters and consents.
All fees described above were pre-approved by the audit committee.
Pre-Approval Policies and Procedures.
We have adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the audit committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting.
The Audit Committee has determined that the rendering of services other than audit services by Deloitte LLP is compatible with maintaining the principal accountant’s independence.
Vote Required
The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to ratify the appointment of Deloitte LLP as our U.S. independent registered public accounting firm, to re-appoint Deloitte LLP as our U.K. statutory auditors and to authorize our Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:
RATIFICATION OF THE APPOINTMENT OF DELOITTE LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024
RE-APPOINTMENT OF DELOITTE LLP AS OUR U.K. STATUTORY AUDITORS, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS
AUTHORIZATION OF OUR AUDIT COMMITTEE TO DETERMINE OUR U.K. STATUTORY AUDITORS’ REMUNERATION FOR THE YEAR ENDING DECEMBER 31, 2024
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RESOLUTION 8
RESOLUTION TO RECEIVE AND ADOPT OUR 2023 U.K. ANNUAL REPORT
In accordance with the Companies Act, our board of directors is required to present our 2023 U.K. Annual Report, which includes the audited portion of the directors’ annual report on remuneration, to the shareholders at the AGM. We will provide our shareholders with an opportunity to raise questions in relation to the 2023 U.K. Annual Report at the AGM. In accordance with best practice, we are proposing an ordinary resolution to receive and adopt the 2023 U.K. Annual Report.
The 2023 U.K. Annual Report may be found on our website at https:// ir.immunocore.com/financials-filings/annual-reports.
Vote Required
The affirmative vote of holders representing a simple of a majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to receive and adopt the 2023 U.K. Annual Report.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RESOLUTION TO RECEIVE AND ADOPT OUR 2023 U.K. ANNUAL REPORT.
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RESOLUTION 9
APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON REMUNERATION
The Companies Act requires that our directors’ remuneration report, as set forth as Annex A to this proxy statement and on pages 21 to 48 of the 2023 U.K. Annual Report, be subject to an annual advisory vote. Accordingly, we are asking shareholders to approve, on an advisory basis, the directors’ remuneration report.
Our board of directors considers that appropriate remuneration of directors plays a vital part in helping to achieve our overall objectives. We encourage shareholders to read the directors’ remuneration report. The board of directors and the remuneration committee believe that the policies and procedures as articulated in the directors’ remuneration report are effective and that as a result of these policies and procedures we have and will continue to have high-quality directors. Our U.K. statutory auditors for the year ended December 31, 2023, Deloitte, have audited those parts of the directors’ remuneration report that are required to be audited. Our board of directors has approved and signed the report in accordance with English law.
Vote Required
The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to pass this resolution.
This vote is advisory and non-binding and the directors’ entitlement to receive remuneration is not conditional on it. Payments made or promised to directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed. Although non-binding, our board of directors and remuneration committee will review and consider the voting results when making future decisions regarding our director remuneration program. Following the AGM, and as required under English law, the directors’ annual report on remuneration will be delivered to the U.K. Registrar of Companies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT
ON REMUNERATION SET FORTH IN ANNEX A.
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RESOLUTION 10
AUTHORIZATION TO MAKE POLITICAL DONATIONS OR INCUR POLITICAL EXPENDITURE
We do not make, and do not intend to make, any political donations or incur political expenditure.
However, the law in this area is widely drafted and could prohibit some activities (such as political lobbying and promoting changes in the laws, which our board of directors would consider to be in our interest) unless we have first obtained shareholder approval.
This resolution therefore seeks authority to permit political donations and political expenditure in order to authorize activities which would be within our ordinary business. The resolution also permits political donations made, and political expenditure incurred, by any of our subsidiaries.
Vote Required
The affirmative vote of holders representing a simple majority of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to pass this resolution.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RESOLUTION TO MAKE POLITICAL DONATIONS OR INCUR POLITICAL EXPENDITURE.
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RESOLUTION 11
ADOPTION OF NEW ARTICLES OF ASSOCIATION
Our shareholders are asked to approve the adoption of new articles of association in order to amend the definition of quorum for general meetings and meetings of holders of classes of shares to conform with Nasdaq Listing Rules. Consistent with English law, our current articles of association provide that (i) two shareholders present in person or by proxy and entitled to attend and vote on the business to be transacted shall constitute a quorum at general meetings and (ii) in the event of an adjourned general meeting or class meeting at least one shareholder, or shareholder of the relevant class, present in person or by proxy shall be a quorum. Nasdaq Listing Rule 5620(c), however, defines a quorum as no less than 331/3 percent of the outstanding shares of a company’s common voting stock. Until January 1, 2024, we were a foreign private issuer within the meaning of the Exchange Act, and we were permitted, pursuant to Nasdaq Listing Rules, to follow our home country practice with respect to quorum requirements in lieu of Nasdaq Listing Rule 5620(c). However, since we are no longer a foreign private issuer, we are, therefore, no longer eligible to take advantage of this exemption. We are hereby requesting shareholder approval that the definition of quorum in our current articles of association be amended so that it conforms with the requirements of Nasdaq Listing Rule 5620(c).
Therefore, it is proposed that articles 11.3, 52 and 53 of our current articles of association be amended so that the quorum requirements for general meetings and meetings of holders of classes of shares conform with Nasdaq Listing Rule 5620(c) which defines a quorum as no less than 331/3 percent of the outstanding shares of a company’s common voting stock. Accordingly, our Board is submitting for a shareholder vote at the AGM this resolution to adopt new articles of association in order to replace articles 11.3, 52 and 53 of the current articles of association with the following new articles (the “Proposed Quorum Amendment”):
11.3.
All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third in number of the issued shares of the class (excluding any shares of that class held as treasury shares).
52.
Quorum at general meetings
No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present, a chair of the meeting can still be chosen and this will not be treated as part of the business of the meeting. A quorum shall be present if both:
52.1
two qualifying persons are present at a meeting unless each is a qualifying person only because (i) he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation or (ii) he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member; and
52.2
those qualifying persons present together hold (or are the representative or proxy of members in relation to the meeting holding) at least one-third of the number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted.
For the purposes of this Article 52, (A) a “qualifying person” is an individual who is a member, a person authorised to act as the representative of a member (being a corporation) in relation to the meeting or a person appointed as proxy of a member in relation to the meeting and (B) where a qualifying person is present as proxy of a member in relation to the meeting, only the shares in respect of which the proxy is authorised to exercise voting rights will be treated as held for the purposes of determining whether a quorum is present.
53.
Procedure if quorum not present
If a quorum is not present within fifteen minutes (or such longer interval as the chair in his or her absolute discretion thinks fit) from the time appointed for holding a general meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members. In any other case, the meeting shall stand adjourned to another day (not being less than ten clear days after the date of the original meeting), and at such time and place or places and/or by means of such electronic facility or facilities, as the chair (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the meeting shall be dissolved.
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This description of the Proposed Quorum Amendment is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the articles of association as they are proposed to be adopted included as Annex B to this proxy statement, in which we have shown the proposed amendments colored in red and blue, with deletions indicated by strikeouts and additions indicated by underlining.
This resolution will be required to be passed as a special resolution. If our shareholders approve this resolution, the new articles of association would become effective from the conclusion of the AGM.
Vote Required
The affirmative vote of holders representing not less than 75% of the total voting rights of shareholders present in person or by proxy who (being entitled to vote) vote on the matter will be required to approve the adoption of new articles of association.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ADOPTION OF NEW ARTICLES OF ASSOCIATION TO AMEND
ARTICLES 11.3, 52 AND 53 OF OUR CURRENT ARTICLES OF ASSOCIATION.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board of Directors
Our nominees for re-election as directors at the AGM are both currently serving as members of our board of directors. Information about each such nominee is set forth in resolutions 1 and 2 and is incorporated into this section by reference. Set forth below is a list of our directors and their ages as of the date of this proxy statement.
Name
Age
Position
Bahija Jallal, Ph.D.
62
Chief Executive Officer and Executive Director
Professor Sir John Bell
71
Chairman of the Board of Directors
Travis Coy
43
Non-Executive Director
Roy S. Herbst, M.D., Ph.D.
61
Director
Siddharth Kaul
63
Director
Robert Perez
59
Director
Kristine Peterson
64
Director
Professor Sir Peter Ratcliffe
69
Director
Biographical information for those directors who are not standing for re-election at the AGM and who will remain seated following the AGM, including each such individual’s principal occupation, business experience and education, and an explanation of the qualifications, skills and experiences that we believe are relevant to such individual’s service on our Board, are set forth below. The biographies of Dr. Jallal and Professor Sir John Bell are set forth above in resolutions 1 and 2, respectively.
Class I Directors Continuing in Office Until the 2025 Annual General Meeting
Travis Coy has served on our board of directors since September 2019. Mr. Coy currently serves as Vice President, Head of Transactions and M&A, Corporate Business Development at Eli Lilly and Company, a position he has held since October 2019. Prior to this role, Mr. Coy had a variety of finance and business development experiences at Lilly, where he has worked since 2003, including positions as Vice President, Transactions – Oncology and Diagnostics; Vice President, Transactions – Cardiometabolic Diseases, Drug Delivery and Devices; Finance Director of the Oncology Business Unit; Director of Investor Relations; Director of Corporate Finance and Investment Banking; and other financial controllership roles. Before transitioning to finance and business development, he was a chemist in Lilly’s research laboratories and a production manager for Milliken & Company. We believe that Mr. Coy’s experience in finance and business development qualify him to serve on our board of directors.
Roy S. Herbst, M.D., Ph.D. has served on our board of directors since January 2021. He currently serves as Ensign Professor of Medicine, Deputy Director of Yale Cancer Center and Chief of Medical Oncology at Yale Cancer Center and Smilow Cancer Hospital. Previously, Dr. Herbst served as the Barnhart Distinguished Professor and Chief of the Section of Thoracic Medical Oncology in the Department of Thoracic/Head and Neck Medical Oncology, at the University of Texas M.D. Anderson Cancer Center from 1991 to 2011. He also served as Professor in the Department of Cancer Biology and Co-Director of the Phase I Clinical Trials Program from 2002 to 2011. In 2020, Dr. Herbst was awarded the Distinguished Public Service Award for Exceptional Leadership in Cancer Science Policy by the American Association for Cancer Research. He is also a member of the board of directors of the American Association for Cancer Research, the International Association for the Study of Lung Cancer, Shanghai Junshi Biosciences Co., Ltd. and the Thoracic Malignancy Steering Committee at the National Cancer Institute. We believe Dr. Herbst’s extensive scientific background and expertise in cancer treatment and research qualifies him to serve on our board of directors.
Professor Sir Peter Ratcliffe has served on our board of directors since November 2020. Professor Sir Peter Ratcliffe currently serves as the Director of Clinical Research at The Francis Crick Institute in London and Director for the Target Discovery Institute and Distinguished Scholar of the Ludwig Institute for Cancer Research within the Nuffield Department of Medicine at the University of Oxford. Previously, Professor Sir Peter Ratcliffe served as Nuffield Professor and Head of the Nuffield Department of Clinical Medicine from 2004 to 2016. In 2019, Professor Sir Peter Ratcliffe was awarded the Nobel Prize for Physiology or Medicine alongside William G Kaelin, Jr. of Harvard University and Gregg L. Semenza of Johns Hopkins University. In 2002, Professor Sir Peter Ratcliffe was elected to the Fellowship of the Royal Society and to the Academy of Medical Sciences. He is also a member of European Molecular Biology Organization, a foreign honorary member of the American Academy of Arts and Sciences and a
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Fellow of the American Association for Cancer Research Academy. We believe Professor Ratcliffe’s extensive scientific background qualifies him to serve on our board of directors.
Class II Directors Continuing in Office Until the 2026 Annual General Meeting
Siddharth Kaul has served on our board of directors since June 2022. Mr. Kaul is a seasoned finance professional with deep expertise within the life sciences industry. He retired as Group Treasurer and Head of Business Planning and Analysis at Novartis in 2021 after a 17-year career at the company, where his previous roles included serving as Novartis' Chief Financial Officer, Pharma Europe and Chief Financial Officer, Pharma U.S. Mr. Kaul led the Novartis strategic review and spin-off of Alcon, Novartis' eye care business. Prior to joining Novartis, Mr. Kaul spent two decades at Procter & Gamble, where he worked in a number of finance leadership roles across financial planning and analysis, strategic planning, and accounting and auditing in the United States and Japan. Mr. Kaul holds a B.S. in Business Administration from West Virginia University and an M.B.A. from Indiana University Bloomington. We believe that Mr. Kaul's extensive experience in finance qualifies him to serve on our board of directors.
Robert Perez has served on our board of directors since September 2019. Mr. Perez is an Operating Partner and part of General Atlantic’s Operations Group, with a particular focus on the biopharma and life sciences sectors. Before joining General Atlantic in 2019, he served as Managing Director of Vineyard Sound Advisors, LLC, an advisory practice focused on growth companies in the biopharmaceutical industry, from March 2015 to January 2019. Prior to that, Mr. Perez was with Cubist Pharmaceuticals, Inc. from 2003 until its sale to Merck & Co. in 2015, where he held various positions of increasing responsibility, including most recently as its President and Chief Executive Officer. Mr. Perez has served on the boards of directors of Vir Biotechnology, Inc. since January 2017 and Third Harmonic Bio, Inc. since February 2022, and he previously served on the boards of directors of AMAG Pharmaceuticals, Cidara Therapeutics, Inc., Spark Therapeutics, Inc., Unum Therapeutics and Zafgen, Inc. We believe Mr. Perez’s breadth of experience in investing and serving on boards of other companies in the biopharma and life sciences industries and his extensive management experience qualify him to serve on our board of directors.
Kristine Peterson has served on our board of directors since November 2017. Ms. Peterson most recently served as Chief Executive Officer for Valeritas, Inc. from 2009 to 2016. Prior to joining Valeritas, Ms. Peterson was Company Group Chair of the biotechnology group at Johnson & Johnson from 2006 until 2009, where she was responsible for Commercial, Research & Development, and biologics manufacturing for oncology, immunology and cell therapy, and was Executive Vice President of Pharmaceutical Group Strategic Marketing from 2004 to 2006. Previously, she served as President and Senior Vice President, Commercial Operations for Biovail Corporation. Earlier in her career, Kristine spent 20 years at Bristol-Myers Squibb Company in a variety of senior roles across multiple disease areas, including running their cardiovascular and metabolics business unit. Ms. Peterson has served on the boards of directors of Enanta Pharmaceuticals since September 2017 and ImmunoGen, Inc. since January 2012, and she previously served on the boards of directors for Amarin Corporation plc, EyePoint Pharmaceuticals and Paratek Pharmaceuticals. Additionally, she previously served as a senior advisor to the Healthcare Businesswomen’s Association and a Member of the Biotechnology Industry Organization Board. Ms. Peterson has a B.S. and an M.B.A. from the University of Illinois at Urbana-Champaign. We believe Ms. Peterson’s operational knowledge of, and executive-level experience in, the global pharmaceutical and biotech industry qualify her to serve on our board of directors
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Diversity of the Board of Directors
The table below provides certain information regarding the diversity of our board of directors.
Board Diversity Matrix
Country of Principal Executive Offices
United Kingdom
 
 
Foreign Private Issuer
No
 
 
 
Disclosure Prohibited under Home Country Law
No
 
 
 
 
 
 
 
 
 
 
As of April 2, 2024
As of December 31, 2022
Total Number of Directors
8
8
 
 
 
 
 
 
 
 
 
Gender Identity
Female
Male
Non-Binary
Did Not Disclose Gender
Female
Male
Non-Binary
Did Not Disclose Gender
Directors
2
6
2
6
Demographic Background
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Underrepresented Individual in Home Country Jurisdiction
3
1
 
 
 
 
 
 
 
 
 
LGBTQ+
 
 
 
 
 
 
 
 
 
Did Not Disclose Demographic Background
1
Corporate Governance
Board Independence
Our ADSs are listed on the Nasdaq Global Select Market. As required under the Nasdaq listing standards, a majority of the members of our board of directors must qualify as “independent,” as affirmatively determined by our board of directors. Our board of directors consults with our external counsel to ensure that the board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent auditors, our board of directors has affirmatively determined that the following seven directors are independent directors within the meaning of the applicable Nasdaq listing standards: Professor Sir John Bell, Mr. Coy, Dr. Herbst, Mr. Kaul, Mr. Perez, Ms. Peterson and Professor Sir Peter Ratcliffe. In making this determination, our board of directors found that none of these directors or nominees for director had a material or other disqualifying relationship with Immunocore. Dr. Jallal was determined as not being independent by virtue of her executive leadership role with Immunocore.
Accordingly, a majority of our directors are independent as required under applicable Nasdaq rules. In making this determination, our board of directors considered the applicable Nasdaq rules and the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including their beneficial ownership of our share capital.
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Board Leadership Structure
Our board of directors has an independent chair, Professor Sir John Bell, who has authority, among other things, to call and preside over meetings of our board of directors, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to our board of directors. Accordingly, Professor Sir John Bell has substantial ability to shape the work of our board of directors. We believe that the separation of the position of chair of our board of directors and the position of Chief Executive Officer reinforces the independence of our board of directors in its oversight of the business and affairs of our company. In addition, we believe that having an independent chair of our board of directors creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our board of directors to monitor whether management’s actions are in the best interests of Immunocore and its shareholders. As a result, we believe that having an independent chair of our board of directors can enhance the effectiveness of our board of directors as a whole.
Role of the Board in Risk Oversight
One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also reviews and receives regular briefings concerning information security and technology risks, and monitors ongoing compliance with legal and regulatory requirements. Our nominating and corporate governance committee reviews our key enterprise risks and risk-management strategies, as well as monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct, and monitors compliance with legal, regulatory and ethical requirements. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
Meetings of The Board of Directors
Our board of directors met four times during 2023. Each member of our board of directors attended 75% or more of the aggregate number of meetings of the board and of the committees on which they served, held during the portion of the last fiscal year for which they were a director or committee member.
As required under applicable Nasdaq listing standards, in 2023, our independent directors met four times in regularly scheduled executive sessions at which only independent directors were present.
Information Regarding Committees of the Board of Directors
Our board of directors has three standing committees: an audit committee, a remuneration committee and a nominating and corporate governance committee. The board has adopted a written charter for each of the committees below that is available to shareholders on our website at https://ir.immunocore.com/corporate-governance/document-charters.
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The following table provides membership and meeting information for 2023 for each of the committees of our board of directors:
Name
Audit
Remuneration
Nominating
and Corporate Governance
Bahija Jallal, Ph.D.
 
 
 
Professor Sir John Bell
 
X
X
Travis Coy
X*
X
 
Roy S. Herbst, M.D., Ph.D.
X
X
 
Siddharth Kaul
X
X
 
Robert Perez
X
 
X*
Kristine Peterson
 
X*
X
Professor Sir Peter Ratcliffe
X
  
X
Total meetings in 2023
4
6
2
*
Committee Chairperson
Our board of directors has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.
Below is a description of each committee of our board of directors.
Audit Committee
Our audit committee is composed of Mr. Coy, Dr. Herbst, Mr. Kaul, Mr. Perez, and Professor Sir Peter Ratcliffe, and assists the board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. Mr. Coy serves as chairman of the audit committee. The audit committee consists exclusively of members of our board who are financially literate, and Mr. Coy is considered an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Our audit committee is composed solely of independent directors under the requirements of the Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act.
The audit committee’s responsibilities include:
determining whether to appoint, reappoint or remove any auditors, and making recommendations to the board of directors to be put to the shareholders for approval at the annual general meeting;
reviewing audit plans, the adequacy of staffing and fees, whilst overseeing the negotiation and execution of any engagement letters on our behalf;
at least annually, assessing the qualifications, performance, and independence of the auditors, or in the case of prospective auditors, before they are engaged;
overseeing the policies and procedures governing how we may employ individuals who are or once were employed by the auditors;
reviewing results of the annual audit, audited financial statements, periodic and annual reports, earnings announcements, proxy report, accounting principles and policies;
evaluating management’s cooperation with the auditors during their audit examination;
reviewing and reporting on policies on financial risk management and assessment;
reviewing the audit plan of any internal audit team;
reviewing the scope, design, adequacy and effectiveness of internal controls;
overseeing our policies, procedures, plans and information technology systems designed to ensure and manage risks relating to the security, confidentiality, availability and integrity of information, as well as the operation and effectiveness thereof;
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reviewing correspondence with regulators or governmental agencies that raise material issues regarding our financial statements or accounting policies;
overseeing procedures for receiving, retaining and investigating complaints;
monitoring compliance with our Code of Business Conduct and Ethics and related party transactions rules; and
reviewing with management legal and regulatory compliance and any actual, pending, or threatened legal or financial matters that could significantly affect our business or financial statements or as otherwise deemed appropriate by the audit committee.
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Report of the Audit Committee of the Board of Directors
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Immunocore under the Securities Act of 1933, as amended (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.
The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with our management. The audit committee has discussed with Deloitte LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The audit committee has also received the written disclosures and the letter from Deloitte LLP required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with Deloitte LLP the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and filed with the SEC.
Audit Committee of the Board of Directors of Immunocore Holdings plc
Mr. Travis Coy (Chairman)
Roy S. Herbst, M.D., Ph.D.
Mr. Siddharth Kaul
Mr. Robert Perez
Professor Sir Peter Ratcliffe
Remuneration Committee
Our remuneration committee is composed of Mr. Coy, Dr. Herbst, Ms. Peterson, Professor Sir John Bell, and Mr. Kaul and assists the board of directors in determining executive officer compensation. Ms. Peterson serves as chair of the remuneration committee. Our board of directors has determined that each of these individuals is “independent” as defined under the applicable listing standards of Nasdaq, including the standards specific to members of a remuneration committee.
The remuneration committee’s responsibilities include:
reviewing, modifying and overseeing the company’s overall compensation strategy and policies in light of our specific business objectives;
reviewing and approving the compensation and other terms of employment of our Chief Executive Officer;
reviewing and approving all elements of the compensation and other terms of employment of the executive officers, non-executive members of the board of directors and other senior management reporting directly to the Chief Executive Officer;
reviewing and recommending to the board of directors for its approval the type and amount of compensation to be paid or awarded to members of the board of directors;
undertaking sole responsibility for the appointment, authority to select, retain, and terminate any compensation and oversight of the work of compensation consultants, legal counsel, or any other advisors engaged for the purpose of advising the remuneration committee;
exercising full power and authority to adopt, amend, terminate, and administer our equity award, pension, and profit sharing plans, incentive plans, bonus plans, executive benefit plans, stock purchase plans, deferred compensation plans and other similar programs;
when required, reviewing and discussing with management our Compensation Discussion and Analysis section of our annual reports, registration statements, proxy statements, or information statements filed with the SEC;
reviewing and discussing with management any conflicts of interest raised;
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overseeing the preparation of any report required by applicable U.S. and U.K. rules and regulations to be included in our public filings relating to compensation policy and practices, including but not limited to the directors’ remuneration report required under the Companies Act; and
overseeing “clawback” or similar policies allowing us to recoup compensation paid to employees.
The compensation committee may form and delegate authority to one or more subcommittees composed of one or more of its members for any purpose that the compensation committee deems appropriate, and may delegate to such subcommittees such power and authority as the compensation committee deems appropriate, in all cases to the extent consistent with our articles of association, the Nasdaq listing rules and other applicable law.
See the section of this proxy statement titled “Executive Compensation—Compensation Discussion and Analysis” for a discussion of the role of our executive officers and compensation consultant in determining executive compensation.
Remuneration Committee Interlocks and Insider Participation
No member of our remuneration committee is currently one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or remuneration committee of any entity that has one or more executive officers serving as a member of our board of directors or remuneration committee.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee is composed of Professor Sir John Bell, Mr. Perez, Ms. Peterson and Professor Sir Peter Ratcliffe, and assists our board of directors in identifying individuals qualified to become members of our board and executive officers consistent with criteria established by our board and in developing our corporate governance principles. Mr. Perez serves as chairman of the nominating and corporate governance committee.
The nominating and corporate governance committee’s responsibilities include:
identifying and evaluating candidates, including nomination of incumbent directors for re-election and nominees recommended by shareholders to serve on the board of directors;
making recommendations to the board of directors regarding nominees for directors at the next annual general meeting;
periodically reviewing the performance of the board of directors, including committees of the board of directors and management;
overseeing the board of directors’ committee structure and operations, including authority to delegate to subcommittees and committee reporting to the board of directors;
reviewing with the Chief Executive Officer the succession plans for our executive officers;
instituting plans or programs for the continuing education of directors and orientation of new directors, as it deems appropriate; and
periodically reviewing the processes and procedures to provide information to the board of directors and its committees.
Director Nomination Process
We believe that an effective board of directors should be made up of individuals who collectively provide an appropriate balance of diverse occupational and personal backgrounds and perspectives and who have a range of skills and expertise sufficient to provide guidance and oversight with respect to our strategy and operations. Our board of directors and our nominating and corporate governance committee seek individuals with backgrounds and qualities that, when combined with those of our other directors, enhance the board’s effectiveness and result in a balance of knowledge, experience, and capability. Our nominating and corporate governance committee considers candidates who are recommended by its members, by other members of the board of directors, by shareholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates.
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In assessing potential candidates, our board of directors and nominating and corporate governance committee will consider, among other factors, whether the candidate possesses relevant expertise to offer advice and guidance to management, has sufficient time to devote to our business and operations, demonstrates excellence in the candidate’s field; has the ability to exercise sound business judgment and is committed to represent the long-term interests of our shareholders.
Shareholder Recommendations and Nominations
Our nominating and corporate governance committee considers both recommendations and nominations for candidates to the Board from shareholders so long as such recommendations and nominations comply with our articles of association and applicable laws, including the rules and regulations of the SEC. Shareholders may recommend director nominees for consideration by the nominating and corporate governance committee by writing to our Company Secretary at c/o Immunocore Holdings plc, 92 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY, and providing evidence of the shareholder’s ownership of our ordinary shares and/or ADSs, the nominee’s name, home and business address, as well as the nominee’s detailed biographical data and qualifications for board membership, and information regarding any arrangements or understandings between the shareholder and the recommended candidate.
In accordance with our articles of association, no person (other than a director retiring by rotation or otherwise) shall be elected or re-elected as a director at any general meeting unless: (a) he or she is recommended by the board of directors; or (b) at least seven but not more than 42 clear days before the date appointed for the meeting we have received notice from a shareholder (other than the person proposed) entitled to vote at the meeting of their intention to propose a resolution for the election or re-election of that person, stating the particulars which would, if he or she were so elected or re-elected, be required to be included in our register of directors and a notice executed by that person of his or her willingness to be elected, or re-elected, is lodged at our registered office. Shareholders who desire to nominate persons directly for election to the board of directors at an annual general meeting of shareholders must meet the deadlines and other requirements to propose a resolution set forth under “Questions and Answers about these Proxy Materials and Voting—Will there be any other business conducted at the AGM?” and “Additional Information—Shareholder Proposals for 2025 Annual General Meeting.” Any vacancies on the Board occurring between our annual general meetings of shareholders may be filled by the Board.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees. The Code of Business Conduct and Ethics is available on our website at https://ir.immunocore.com/corporate-governance/document-charters. We expect that any amendments to this code or any waivers of its requirements will be disclosed on our website.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our voting ordinary shares and non-voting ordinary shares as of March 31, 2024 for:
each beneficial owner of 5% or more of our outstanding ordinary shares and non-voting ordinary shares;
each of our directors and executive officers; and
all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include ordinary shares issuable upon the exercise of options that are immediately exercisable or exercisable within 60 days of March 31, 2024. Percentage ownership calculations are based on 50,006,085 ordinary shares outstanding (including ordinary shares in the form of ADSs) as of March 31, 2024, of which 1,220,063 shares are non-voting ordinary shares.
Except as otherwise indicated, all of the shares reflected in the table are ordinary shares and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.
Except as otherwise indicated, the addresses of the persons listed in the table is c/o Immunocore Holdings plc, 92 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY, United Kingdom.
Name of Beneficial Owner
Number of
Ordinary Shares
Beneficially Owned
(#)
Percent of
Ordinary Shares
Beneficially Owned
(%)
5% or Greater Shareholders
 
 
Entities affiliated with RTW(1)
6,096,387
12.2
Wellington Management Group LLP(2)
4,312,611
8.6
T. Rowe Price Associates, Inc.(3)
2,944,574
5.9
Entities affiliated with Rock Springs Capital(4)
2,661,507
5.3
Eli Lilly S.A.(5)
2,548,145
5.1
 
 
 
Named Executive Officers and Directors
 
 
Bahija Jallal, Ph.D.(6)
3,901,271
7.2
Brian Di Donato(7)
143,933
*
David Berman, M.D., Ph.D.(8)
756,385
1.5
Tina St. Leger(9)
8,543
*
Professor Sir John Bell(10)
91,716
*
Travis Coy
Roy S. Herbst, M.D., Ph.D.(11)
31,480
*
Siddharth Kaul(12)
15,236
*
Robert Perez
Kristine Peterson(13)
45,566
*
Professor Sir Peter Ratcliffe(14)
23,185
*
All executive officers and directors as a group (11 persons)(15)
5,017,315
9.1
*
Less than one percent.
(1)
The information shown is based solely on a Schedule 13G/A filed with the SEC on February 14, 2024 by RTW Investments, LP and Roderick Wong, M.D. Consists of 6,096,387 ordinary shares held by certain funds managed by RTW Investments, LP (collectively, the “RTW Funds”). RTW Investments, LP is the investment adviser to the RTW Funds. Roderick Wong, M.D. is the Managing Partner and Chief Investment Officer of RTW Investments, L.P. The business address for each of these entities and individuals is 40 10th Avenue, Floor 7, New York, New York 10014.
(2)
The information shown is based upon disclosures on a Schedule 13G filed with the SEC on February 8, 2024 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. Consists of ordinary shares owned of record by clients of one or more investment advisers (the “Wellington Investment Advisors” directly or indirectly owned by Wellington Management Group LLP. Wellington Investment Advisors Holdings LLP controls directly, or indirectly
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through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. Each of Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP has shared voting power with respect to 4,082,599 ordinary shares and shared dispositive power with respect to 4,312,611 ordinary shares. Wellington Management Company LLP has shared voting power with respect to 4,044,224 ordinary shares and shared dispositive power with respect to 4,185,713 shares. The business address for each of these entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
(3)
The information shown is based solely on a Schedule 13G filed with the SEC on February 14, 2024 by T. Rowe Price Associates, Inc. Consists of ordinary shares beneficially owned by T. Rowe Price Associates, Inc. T. Rowe Price Associates, Inc. has sole voting power with respect to 517,574 ordinary shares and sole dispositive power with respect to 2,944,574 shares. The business address for T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.
(4)
This information shown is based solely on a Schedule 13G/A filed with the SEC on February 14, 2024 by Rock Springs Capital Management LP, Rock Springs Capital LLC and Rock Springs Capital Master Fund LP. Consists of 2,661,507 ADSs held by Rock Springs Capital Master Fund LP. Each of Rock Springs Capital Management LP and Rock Springs Capital LLC may be deemed to be the beneficial owner of the ADSs held by Rock Springs Capital Master Fund LP. The business address for each of Rock Springs Capital Management LP and Rock Springs Capital LLC is 650 South Exeter Street, Suite 1070, Baltimore, Maryland 21202, and the business address for Rock Springs Capital Master Fund LP is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands.
(5)
The information shown is based upon disclosures on a Schedule 13G filed with the SEC on February 10, 2022 by Eli Lilly S.A and Eli Lilly and Company. Consists of 2,548,145 ordinary shares held by Eli Lilly S.A. Eli Lilly and Company has voting and dispositive power over the shares held by Eli Lilly S.A. The business address for each of these entities is c/o Lilly Corporate Center, Indianapolis, Indiana 46285.
(6)
Consists of 3,901,271 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Dr. Jallal.
(7)
Consists of (a) 19,230 ordinary shares held by Mr. Di Donato and (b) 124,703 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Mr. Di Donato.
(8)
Consists of 756,385 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Dr. Berman.
(9)
Consists of 8,543 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Ms. St. Leger.
(10)
Consists of (a) 13,452 ordinary shares and (b) 78,264 ordinary shares underlying options that are or will be immediately exercisable within 60 days of March 31, 2024 held by Professor Sir John Bell.
(11)
Consists of 31,480 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Mr. Herbst.
(12)
Consists of 15,236 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Mr. Kaul.
(13)
Consists of 45,566 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Ms. Peterson.
(14)
Consists of (a) 333 ordinary shares and (b) 22,852 ordinary shares underlying options that are or will be immediately exercisable within 60 days of March 31, 2024 held by Professor Sir Peter Ratcliffe.
(15)
Consists of (a) 33,015 ordinary shares and (b) 4,984,300 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by our named executive officers and directors.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Other than the executive officer and director compensation arrangements discussed in the sections titled “Executive Compensation” and “Non-Executive Director Remuneration,” describe below transactions and series of similar transactions, since January 1, 2023, with respect to which we were a party, will be a party, or otherwise benefited, in which:
the amounts involved exceeded or will exceed $120,000; and
a director, executive officer, holder of more than 5% of our ordinary shares or any member of their immediate family had or will have a direct or indirect material interest.
Agreements with Our Executive Officers and Directors
We have entered into employment agreements with our executive officers based in the United States and a contract of employment with Ms. St. Leger, our Chief Human Resources Officer. We have also entered into a letter of appointment with Dr. Jallal, our Chief Executive Officer, in connection with her service as an executive director. These agreements contain customary provisions and representations, including confidentiality, non-competition, non-solicitation and inventions assignment undertakings by our executive officers. However, the enforceability of the non-competition provisions may be limited under applicable law. For more information regarding these agreements, see “Executive Compensation.”
In addition, we have also entered into letters of appointment with each of our non-executive directors, which contain provisions and representations related to confidentiality and other customary matters. For more information on these agreements, see “Non-Executive Director Remuneration—Overview—Non-Executive Director Appointment Letters.”
Equity Awards Granted to Executive Officers and Directors
We have granted options to our executive officers and directors. For more information regarding the equity awards granted to our named executive officers and directors, see “Executive Compensation” and “Director Remuneration.”
Indemnification Agreements
We have entered into deeds of indemnity with each of our directors and executive officers. These agreements and our articles of association require us to indemnify our directors and executive officers to the fullest extent permitted by applicable law. See “Executive Compensation—Limitations on Liability and Indemnification Matters.”
Related Person Transaction Policy
We have adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we or any of our subsidiaries and any related person are, were or will be participants in which the amount involved exceeds $120,000 or which is unusual in its nature or conditions. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.
Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of our board of directors for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third- party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related person transactions and to effectuate the terms of the policy. In addition, under our Code of Business Conduct and Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
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NON-EXECUTIVE DIRECTOR REMUNERATION
Overview
Non-Executive Director Remuneration Table
The following table sets forth information regarding the compensation earned for service on the board of directors by our non-executive directors during the year ended December 31, 2023. Dr. Jallal does not receive additional compensation for her service as a director; her compensation as an executive officer is set forth in the section of this proxy statement titled “Executive Compensation.”
Name
Fees Earned
or Paid in
Cash
($)
Option Awards
($)(1)(2)
Total
($)
Professor Sir John Bell
91,199
325,786
416,985
Travis Coy(3)
Roy S. Herbst, M.D., Ph.D.
61,199
325,786
386,985
Siddharth Kaul
61,199
325,786
386,985
Robert Perez(3)
Kristine Peterson
63,699
325,786
389,485
Professor Sir Peter Ratcliffe
58,699
325,786
384,485
(1)
In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 computed in accordance with ASC Topic 718 (as defined below). 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 for the year ended December 31, 2023 as filed with the SEC on February 28, 2024. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon the vesting of the options, the exercise of the options or the sale of the ordinary shares underlying such options.
(2)
The following table provides information regarding the number of ordinary shares underlying option awards granted to our non-employee directors that were outstanding as of December 31, 2023. None of our non-employee directors held other unvested stock awards as of December 31, 2023.
Name
Options
Outstanding
(#)
Professor Sir John Bell
84,637
Travis Coy
Roy S. Herbst, M.D., Ph.D.
33,472
Siddharth Kaul
18,944
Robert Perez
Kristine Peterson
48,150
Professor Sir Peter Ratcliffe
22,852
(3)
Each of Mr. Coy and Mr. Perez has elected to forgo remuneration in respect of their services as non-executive directors.
Non-Executive Director Appointment Letters
Each of our non-executive directors is engaged on letters of appointment that set out their respective duties and responsibilities. The non-executive directors do not receive benefits upon termination or resignation from their respective positions as directors. Under the non-executive director appointment letters, our non-executive directors are entitled to receive annual fees in accordance with our non-executive director remuneration policy, and in each case inclusive of fees payable for all duties.
Non-Executive Director Remuneration Policy
In January 2021, in connection with our initial public offering, our board adopted our non-executive director remuneration policy, which was most recently amended in February 2024.
Cash Compensation
Under this policy, we pay each of our non-executive directors annual fees for service on our board of directors and committees of our board of directors, which amounts may be amended from time to time by the board of directors.
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We also reimburse non-executive directors for all reasonable and properly documented expenses related to attendance at board and committee meetings. U.S. non-executive directors are also provided with tax-equalization benefits. Non-executive directors do not receive any pension benefits or cash in lieu thereof.
Non-executive directors are eligible to receive cash compensation as follows:
 
Annual Fee
Retainer ($)
Annual fee for board of director chairperson (in addition to annual director service retainer)
35,000
Annual director service retainer
50,000
Additional fee for audit committee chair (in lieu of annual member service retainer)
20,000
Additional fee for audit committee member
10,000
Additional fee for nominating and corporate governance committee chair (in lieu of annual member service retainer)
10,000
Additional fee for nominating and corporate governance committee member
5,000
Additional fee for remuneration committee chair (in lieu of annual member service retainer)
15,000
Additional fee for remuneration committee member
7,500
Equity Compensation
In addition to cash compensation, each non-executive director is eligible to participate in the Non-Employee Sub-Plan to the Immunocore Holdings plc 2021 Equity Incentive Plan (“2021 EIP”). All share options granted under our non-executive director remuneration policy will be non-statutory stock options, with an exercise price per share equal to 100% of the fair market value (as such term is defined in our 2021 EIP) of the underlying ordinary shares on the date of grant, and a term of ten years from the date of grant, subject to earlier termination in connection with a “Termination of Service” (as such term is defined in our 2021 EIP).
Initial Grant
Each eligible director who is first elected or appointed to our board of directors automatically, and without further action by our board of directors or the remuneration committee, upon the date of his or her initial election or appointment to be an eligible director (or, if such date is not a market trading day, the first market trading day thereafter), be granted a share option to purchase an estimated $325,790 of ordinary shares (the “Initial Grant”). The shares subject to each Initial Grant will vest in equal monthly installments over a three year period such that the option is fully vested on the third anniversary of the date of grant; provided, that the eligible director continues to be a “Service Provider” (as such term is defined in our 2021 EIP) through each such vesting date.
Annual Grant
At the close of business on the day of each of our annual general meetings, each eligible director who continues to serve as a non-employee member of our board of directors following such meeting will be automatically, and without further action by our board of directors or the remuneration committee, be granted a share option to purchase an estimated $400,000 of ordinary shares (the “Annual Grant”). The shares subject to the Annual Grant will vest at the earlier of (i) the one-year anniversary of the date of grant and (ii) the day immediately prior to the date of our next annual general meeting; provided, that the eligible director continues to be a “Service Provider.”
Vesting; Change of Control
All vesting is subject to the eligible director continuing to be a Service Provider on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each eligible director who remains continuously a Service Provider until immediately prior to the closing of a “Change in Control” (as such term is defined in our 2021 EIP), the shares subject to his or her then-outstanding equity awards will become fully vested immediately prior to the closing of such change in control.
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EXECUTIVE OFFICERS
Below is a list of our executive officers and their ages as of the date of this proxy statement. There are no family relationships between any of our executive officers, and there is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.
Name
Age
Position
Bahija Jallal, Ph.D.
62
Chief Executive Officer and Executive Director
Brian Di Donato
57
Chief Financial Officer and Head of Strategy
David Berman, M.D., Ph.D.
53
Head of Research and Development
Tina St. Leger
55
Chief Human Resources Officer
Biographical information for Dr. Jallal is included above with the director biographies under the section of this proxy statement titled “Board of Directors and Corporate Governance.”
Brian Di Donato has served as our Chief Financial Officer since April 2020. Previously, Mr. Di Donato served as Chief Financial Officer at Achillion Pharmaceuticals, Inc. from August 2018 to May 2020. Prior to joining Achillion, Mr. Di Donato was a private investor and a full-time student at Pennsylvania State University from May 2015 to May 2018. Previously, Mr. Di Donato held positions as Co-Portfolio Manager at Sorin Capital Management, where he worked from 2008 to 2014, and President and Chief Investment Officer at Capmark Investments, where he worked from 2002 to 2008. Mr. Di Donato also serves on the board of directors of iECURE, Inc. Mr. Di Donato holds an M.B.A. from New York University’s Stern school of Business and B.S. degrees in biology from Penn State University and in mechanical engineering from Villanova University. Mr. Di Donato also served in the U.S. Navy as an aerospace engineering officer.
David Berman, M.D., Ph.D. has served as our Head of Research and Development since January 2019, after initially joining us in September 2018. Previously, Dr. Berman served as Senior Vice President and Head of AstraZeneca plc’s Immuno-oncology Franchise from 2017 to 2018. Prior to that, from 2015 to 2017, he was head of the early stage oncology program at MedImmune, LLC (now known as AstraZeneca plc). Dr. Berman has also held senior development roles at Bristol-Myers Squibb Company, where he worked from 2005 to 2015, including as Head of the Immuno-oncology exploratory development team. Dr. Berman received a B.S. in biology from the Massachusetts Institute of Technology and a M.D. and Ph.D. from the University of Texas Southwestern Medical School. He trained in pathology at the National Cancer Institute followed by a fellowship at the Johns Hopkins Hospital.
Tina St. Leger has served as our Chief Human Resources Officer since February 2022. Previously, she served as Chief Human Resources Officer at GW Pharmaceuticals plc from July 2019 to December 2021. Prior to joining GW Pharmaceuticals, Ms. St. Leger served in various human resources positions at GlaxoSmithKline, where she worked from 2005 to 2019. Ms. St. Leger holds a B.Sc. in chemistry from the University of St. Andrews.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Effective January 1, 2024, we are no longer a foreign private issuer within the meaning of the Exchange Act. We are now subject to United States domestic issuer proxy rules, and we must include certain disclosures that were not previously required, including this Compensation Discussion and Analysis.
This Compensation Discussion and Analysis provides an overview of the material components of our executive compensation program for the fiscal year ended December 31, 2023, or fiscal year 2023, for our “named executive officers” who are listed below. This Compensation Discussion and Analysis is intended to assist you in understanding the information provided in the compensation tables below and to provide additional context regarding our overall compensation program. In addition, we explain how and why our remuneration committee determined our compensation policies and made specific compensation decisions for our named executive officers during and for fiscal year 2023.
Our named executive officers for fiscal year 2023 are our principal executive officer, principal financial officer and the next two most highly compensated executive officers who were serving as executive officers on December 31, 2023, as listed below. We have no other executive officers who were serving as of December 31, 2023, or who served during fiscal year 2023.
Bahija Jallal, Ph.D., our Chief Executive Officer (our principal executive officer);
Brian Di Donato, our Chief Financial Officer and Head of Strategy (our principal financial officer);
David Berman, M.D., Ph.D., our Head of Research and Development; and
Tina St. Leger, our Chief Human Resources Officer.
Executive Summary
Business Highlights
We are a commercial stage biotechnology company pioneering the development of a novel class of T cell receptor, or TCR, bispecific immunotherapies called ImmTAX (Immune mobilizing monoclonal TCRs Against X disease) designed to treat a broad range of diseases, including cancer, infectious disease and autoimmune disease. Leveraging our proprietary, flexible, off-the-shelf ImmTAX platform, we are developing a deep pipeline in multiple therapeutic areas, including five clinical stage programs in oncology and infectious disease, advanced pre-clinical programs in autoimmune disease and earlier pre-clinical programs across three therapeutic areas.
In 2022, we received approval for our lead product, KIMMTRAK, for the treatment of unresectable or metastatic uveal melanoma in HLA A02 positive patients (mUM) from the FDA, the European Commission and other health authorities. KIMMTRAK is now approved in 38 countries for the treatment of mUM. In 2023, we launched KIMMTRAK in nine new countries, including Austria, Israel, Italy, Finland, Switzerland, Belgium, Slovenia, Canada, and Bulgaria (12 countries total to date), and reached price agreements with three other countries (Canada, Germany and Australia) with further commercial launches planned in additional territories where KIMMTRAK is approved.
KIMMTRAK is the lead product from our ImmTAX platform and was the first approved therapy in mUM. To date, we have treated over 2,000 cancer patients with KIMMTRAK, tebentafusp, and our other ImmTAX product candidates, which we believe is the largest clinical data set of any T cell engager bispecific in solid tumors and any TCR therapeutic.
Our clinical programs are being conducted with patients with a broad range of cancers including melanoma, ovarian and lung, among others. We believe that these other tumor types have large addressable patient populations and significant unmet need.
We are progressing two late-stage clinical programs within our ImmTAC (Immune mobilizing monoclonal TCRs Against Cancer) portfolio, including KIMMTRAK and the PRAME-targeted ImmTAC IMC-F106C.
KIMMTRAK is manufactured at facilities located in Denmark and Germany, with final packaging completed in the Netherlands. We are supporting the appropriate use of KIMMTRAK in the United States and Europe through a well-equipped and fit-for-purpose trained commercial team that includes commercial, medical, sales, and value access team members. We utilize a hybrid commercialization model that includes in-house and contracted resources
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in the United States and Europe. To support our commercial efforts, we have entered into an exclusive multi-regional agreement with Medison Pharma Ltd. to help seek regulatory authorization and commercialize KIMMTRAK in Canada, Australia, New Zealand, Israel, Central and Eastern Europe, South and Central America, and the Caribbean.
Distinguishing KIMMTRAK in the marketplace, unlike antibody targeted immunotherapies that have a relatively small target pool, our approach relies on the power of TCRs which are naturally occurring receptors found on the surface of T cells that have the ability to target nearly all of the human proteome. Natural TCRs give T cells the ability to scan for abnormalities in nearly any cell in the body that are presented as protein fragments, or antigens, by human leukocyte antigen, or HLA, on the cell surface. Our ImmTAX platform builds upon these natural TCRs to engineer soluble and high-affinity TCRs. By engineering these TCRs through our ImmTAX platform, we are developing off-the-shelf, bispecific therapeutics, which are able to precisely target a wide range of proteins uniquely expressed by unhealthy and abnormal cells that cannot be targeted by current antibody-based immunotherapies.
Our ImmTAX bispecific therapeutics couple the targeting power of these engineered TCRs on one end with the other end displaying pre-optimized effector functions, which have the ability to drive a desired immune response at the site of the disease. This combination is designed to provide us with significant flexibility as we are able to engineer and tailor our ImmTAX therapeutics to target proteins that are specific to the disease we are trying to treat and then modulate the corresponding immune response by either boosting or inhibiting the immune system.
2023 Compensation Highlights
Our compensation program is well-structured to incentivize our leadership team to focus on the strategic objectives that, when achieved, will help to create shareholder value. To this end, we regularly evaluate and make changes to our executive compensation program to ensure that our approach aligns with shareholder interests as well as with competitive and appropriate pay practices for our industry.
Annual Incentive Plan Payout: 2023 was a transformative year for us, evidenced by our product launching in nine additional countries and reaching price agreements in three others, as well as our progress on our broader pipeline. After considering our overall performance, our remuneration committee determined that the corporate objectives under our annual incentive plan were achieved at 110% of target for named executive officers and all other employees.
Recoupment Policy: We have adopted a recoupment, or “clawback,” policy that would allow us to recover certain incentive compensation in the event of accounting restatements by us covered by the policy.
Peer Group Refresh: Given our growth trajectory, we annually reshape the peer group we utilize to set the compensation for our executives to ensure the companies included continue to match our geographic footprint, business focus, size and financial performance.
Consultant Request for Proposals (RFP): During 2023, the remuneration committee conducted an RFP process, as is good governance from time to time, for support related to its compensation consultant advisory needs. Through this process, the remuneration committee selected Aon as its new independent compensation consultant.
Compensation Program Objectives, Philosophy and Elements of Compensation
The main objectives of our executive compensation program are to:
Motivate, attract and retain highly qualified executives who have the potential to support our growth.
Create a competitive, fair, reasonable and balanced compensation program that rewards executives’ performance and contributions to our short- and long-term business results, while closely aligning the interests of the executives with those of shareholders.
Emphasize pay for performance, with a program that aligns executive incentives to shareholder value creation.
We believe that our executive compensation program design features accomplish the following:
Provide base salaries consistent with each executive’s responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security.
Ensure a significant portion of each executive’s compensation is tied to our future share performance, thus aligning their interests with those of our shareholders.
Utilize equity compensation and vesting periods for equity awards that encourage executives to remain employed and focus on sustained share price appreciation.
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Adopt a mix between cash (fixed and at-risk) and equity compensation designed to encourage strategies and actions that are in our short- and long-term best interests.
To achieve our compensation objectives, we historically have provided our executive officers, including our named executive officers, with a compensation package consisting of the following elements:
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 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. Executives must be employed in good standing and not have provided notice of their intent to leave us through the bonus payment date to be eligible to receive a bonus. The Chief Executive Officer’s bonus is capped at 150% of salary.
 
 
 
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.
In evaluating our executive compensation policies and programs, as well as the short- and long-term value of our executive compensation plans, we consider both the performance and skills of each of our executives, as well as the
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compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short- and long-term incentives to maximize shareholder value.
We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, the remuneration committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, a significant portion of the named executive officers’ target total direct compensation is comprised of performance-based bonus opportunities and long-term equity awards, in order to align the executive officers’ incentives with the interests of our shareholders and our corporate goals.
In making executive compensation decisions, the remuneration committee generally considers each executive officer’s target total direct compensation, which consists of base salary, target bonus opportunity, which together with base salary we refer to as target total cash compensation, and long-term equity awards (valued based on an approximation of grant date fair value).
Governance Practices
The remuneration committee regularly reviews best practices in executive compensation and uses the following guidelines to design our executive compensation programs:
What We Do
What We Don’t Do
✔ Align executive compensation with shareholder interests
✔ Pay-for-performance philosophy and culture
✔ Majority of pay “at risk” and tied to our performance and objectives
✔ “Double-trigger” change-in-control provisions
✔ Comprehensive clawback policy
✘ No hedging of our stock
✘ No pledging of our stock
✘ No guaranteed annual bonuses
✘ No backdating of share option awards
✘ No supplemental executive retirement plans
✘ No excessive executive perquisites
How We Determine Executive Compensation
Role of Our Remuneration Committee, Management and the Board
The remuneration committee is appointed by our board of directors to assist with the board’s oversight responsibilities with respect to our compensation and benefit plans, policies and programs, administration of our equity plans and its responsibilities related to the compensation of our executive officers, directors, and senior management, as appropriate.
The remuneration committee is primarily responsible for establishing and reviewing our overall compensation strategy and policies. The remuneration committee meets periodically throughout the year, typically four times or more, to, among other responsibilities, manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus awards, and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our remuneration committee determines appropriate. The remuneration committee does not delegate authority to approve executive officer compensation. The remuneration committee’s annual executive compensation decisions are typically made during a remuneration committee meeting in the first quarter of the year.
Our remuneration committee works with and receives information and analyses from management, including within our legal, finance, and human resources departments, and our Chief Executive Officer, and considers such information and analyses in determining the structure and amount of compensation to be paid to our executive officers (and, where applicable, our broader executive team). Our Chief Executive Officer evaluates and provides to the remuneration committee executive officer performance assessments and management’s recommendations and proposals regarding executive officer compensation programs and decisions affecting base salaries, performance incentives, equity compensation, and other compensation-related matters outside of the presence of any other named
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executive officers. However, our remuneration committee retains the final authority to make all compensation decisions. While the Chief Executive Officer discusses these recommendations with the remuneration committee, she does not participate in the deliberations concerning, or the determination of, her own compensation.
From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the remuneration committee to make presentations, provide financial or other background information or advice or otherwise participate in remuneration committee or board of directors’ meetings.
Members of management, including our Chief Executive Officer, may attend portions of our remuneration committee’s meetings; however, our Chief Executive Officer is not present during decisions regarding her compensation.
Role of Independent Compensation Consultant
For purposes of evaluating 2023 compensation for each of our executive officers and making 2023 compensation decisions in the first half of 2023, we retained Willis Towers Watson (“WTW”), an independent compensation consultant, to assist the remuneration committee in reviewing our compensation programs and to ensure that our compensation programs remain competitive in attracting and retaining talented executives. In September 2023, the remuneration committee engaged Aon Radford (“Aon”) to replace WTW and serve as its independent compensation consultant.
During fiscal year 2023, WTW and Aon advised the remuneration committee on compensation matters related to the executive and director compensation structure. In fiscal year 2023, WTW and Aon assisted with, among other things:
conducting an executive market pay analysis;
developing a group of peer companies to use as a reference in making executive compensation decisions;
evaluating current executive pay practices and considering alternative compensation programs; and
reviewing our director compensation policies and practices.
The remuneration committee has the sole authority to engage and terminate Aon’s services, as well as to approve its compensation. Our independent compensation consultant makes recommendations to the remuneration committee but has no authority to make compensation decisions on behalf of the remuneration committee or the Company. WTW and Aon reported to the remuneration committee and had direct access to the chairperson and the other members of the remuneration committee. Beyond data and advice related to executive and director compensation matters, and the Company’s purchase of general compensation data, WTW and Aon did not provide other services to us in fiscal year 2023. However, Aon has become our global employee benefits broker, effective January 1, 2024.
The remuneration committee has analyzed whether the work of each of WTW and Aon as the compensation consultant raised any conflict of interest, considering relevant factors in accordance with SEC guidelines. Based on its analysis, our remuneration committee determined that the work of the WTW, Aon and the individual compensation advisors has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and the Nasdaq listing standards.
Use of Competitive Market Compensation Data
The remuneration committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the remuneration committee works annually with our independent compensation consultant to review and amend the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. The remuneration committee believes that the peer and market data provided by our independent compensation consultant is helpful in determining market-competitive compensation for our executives but does not tie any pay elements directly to specific benchmarks. Instead, the remuneration committee considers peer data as part of a market-check analysis that is used in conjunction with its assessments of numerous other factors, as noted under “Factors Used in Determining Executive Compensation” below.
Fiscal Year 2023 Peer Group
In October 2022, with recommendations from WTW, the remuneration committee identified a group of companies that would be appropriate peers for fiscal year 2023 compensation decisions, based on the following criteria:
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Stock Exchange: We focused on companies that are publicly traded on either the Nasdaq Stock Market, New York Stock Exchange or London Stock Exchange;
Sector & Geography: We focused on biotechnology or pharmaceuticals companies that are headquartered in the United States or United Kingdom;
Employee Size: We focused on companies with a headcount ranging from ½ to two times our then-current headcount (between 160 to 650 full-time employees);
Market Capitalization: We focused on companies with a market capitalization representing roughly 1/2 to three times our then-current market capitalization (between $1 billion to $6 billion); and
Revenue: We focused on companies with annual revenue below $350 million (compared to our approximately $36 million in then-projected revenue as a rapidly growing, newly commercial company).
The peer group of companies that the remuneration committee referenced for the purpose of informing executive compensation decisions for fiscal year 2023 is listed below:
Agenus (AGEN)
Deciphera Pharmaceuticals (DCPH)
Revolution Medicines (RVMD)
Allogene Therapeutics (ALLO)
Immatics (IMTX)
Sangamo Therapeutics (SGMO)
Arcus Biosciences (RCUS)
Inovio Pharmaceuticals (INO)
Sorrento Therapeutics (SRNE)
Arvinas (ARVN)
Mirati Therapeutics (MRTX)
TG Therapeutics (TGTX)
Atara Biotherapeutics (ATRA)
NGM Biopharmaceuticals (NGM)
Vir Biotechnology (VIR)
Blueprint Medicines (BPMC)
Replimune (REPL)
Xencor (XNCR)
Celularity (CELU)
 
 
Shareholder Say-on-Pay Vote
Because we became a United States domestic issuer under SEC and Nasdaq rules effective January 1, 2024, our shareholders will have their first opportunity to cast a non-binding advisory vote (“say-on-pay vote”) to approve our named executive officers’ compensation at our 2024 annual general meeting of shareholders (AGM). In the future, we intend to consider the outcome of the say-on-pay votes when making compensation decisions regarding our named executive officers. Following the vote at the AGM and depending on the outcome of resolution 4 (regarding the frequency of future say-on-pay votes), our next say-on-pay vote is expected to occur at the 2025 AGM.
Factors Used in Determining Executive Compensation
The remuneration committee sets the compensation of our executive officers at levels it determines to be competitive and appropriate for each executive officer, using the professional experience and judgment of remuneration committee members. Pay decisions are not made by use of a formulaic approach or benchmark. Instead, the remuneration committee considers numerous factors when setting executive pay levels, including market and peer data provided by our independent compensation consultant; a review of industry survey data; employee knowledge, skill, and experience; individual performance and contribution; scope of current and expected future responsibilities and any retention concerns.
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Elements of Our Fiscal Year 2023 Executive Compensation Program
Base Salaries
The base salaries of our named executive officers are an important part of their total compensation package and are intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. In February 2023, the remuneration committee reviewed the base salaries of our named executive officers and approved base salaries increases, as reflected below, for each of the named executive officers. The remuneration committee determined increases were appropriate in light of each executive’s individual performance and target total cash compensation compared to applicable market and peer group data. The fiscal year 2023 base salaries of our named executive officers are reflected below.
Named Executive Officer
Fiscal Year 2023
Base Salary
Percentage Increase
from Fiscal Year
2022 Base Salary
Bahija Jallal
$735,000
5%
Brian Di Donato
$436,000
5%
David Berman
$515,000
5%
Tina St. Leger1
$338,458
3%
(1)
Ms. St. Leger’s base salary is paid in British Pounds. This amount represents the approximate dollar value of her base salary converted to United States Dollars using the British Pound to United States dollar exchange rate of 1.24, which represents an average for fiscal year 2023.
Annual Performance Bonuses
The annual performance cash bonuses for our named executive officers are tied to achievement of our goals and objectives as set forth in the corporate scorecard for the relevant fiscal year. We develop our corporate scorecard each year based upon our performance goals and strategic priorities for the upcoming year. This corporate scorecard applies to our named executive officers and to all of our other employees who are eligible for annual performance cash bonuses. Each eligible employee has a target annual performance incentive opportunity that corresponds to achievement of 100% of the performance goals comprising the corporate scorecard. The corporate performance metrics and overall scorecard are adopted annually by the remuneration committee and communicated to each participant. Following the end of the year, the remuneration committee determines the extent to which the prior year’s corporate scorecard metrics were met and incentive payments are made as soon as practicable thereafter. Pursuant to our executive director remuneration policy, our Chief Executive Officer’s performance bonus amount is capped at 150% of base salary.
2023 Target Amounts
In February 2023, the remuneration committee reviewed each of our named executive officer’s target bonus percentages. Following on a review of applicable market and peer group data provided by our independent compensation consultant, an assessment of individual performance and an analysis of each individual’s target total cash compensation, the remuneration committee determined that the 2022 target bonus percentages remained appropriate for each of the named executive officers. Each named executive officer’s target bonus as a percentage of annual base salary is reflected below.
Named Executive Officer
2023 Target
Bonus Percentage
(as a % of
Base Salary)
Bahija Jallal
75%
Brian Di Donato
40%
David Berman
40%
Tina St. Leger
40%
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2023 Corporate Scorecard Design and Achievement
For 2023, our corporate scorecard was comprised of performance objectives in three categories, with 50% of an executive’s bonus opportunity tied to the achievement of TCR innovation metrics, 40% tied to business growth metrics and 10% tied to workplace improvement metrics. The goals summarized below for each metric were selected by the remuneration committee based on the remuneration committee’s determination that each was important for our short- and long-term success. The remuneration committee set threshold (75% achievement for partially meeting the goal), target (100% achievement for meeting the goal) and maximum (125% achievement for exceeding the goal) performance levels for each goal. When it approved the 2023 performance objectives, the remuneration committee believed that achievement of target performance would be reasonably challenging based upon industry-wide conditions and our internal forecasts at the time. Further, the performance objectives were set within the backdrop of a difficult environment due to the Ukraine and Israel-Hamas wars and global geopolitical tensions. Our 2023 corporate scorecard and the relevant performance levels are summarized, for market factors and competitive reasons, below. The summary of our annual performance bonus design below includes the level of detail we believe we can disclose without creating competitive harm for the Company.
Metric
Weight
Goals
Achievement
Weighted
Achievement
Lead in TCR Innovation
50%
Goals focused on executing our clinical trials, building our pipeline for new products, completing regulatory submissions, high impact publications and other related matters
93%
46.3%
 
 
 
 
 
Grow the Business
40%
Goals pertaining to commercial and other matters, including related to expanding access to our product, governmental affairs, sales, cash and operating expense targets, investor relations and business development
114%
45.5%
 
 
 
 
 
Be the Best Workplace
10%
Goals related to recruiting, employee engagement, compliance, workforce planning, culture and other employee matters
93%
9.3%
 
 
 
 
 
 
 
Initial Calculated Achievement
101%
 
 
Adjusted Achievement for Exceeding Scorecard Goals (See Below)
110%
The remuneration committee assesses corporate performance goal achievement each fiscal year. In December 2023, the remuneration committee assessed 2023 performance against the corporate scorecard and initially determined that the goals were achieved at 101%, as summarized in the table above. However, in light of exceptional overachievement of specific corporate goals, including those noted in the table below, the remuneration committee approved an overall achievement percentage of 110%, which the remuneration committee determined was appropriate to reward the very hard work and accomplishments across our entire company.
Metric
Goal
Achievement
Lead in TCR Innovation
Detailed goals to advance our pipeline


Deliver three high impact publications and 10 high quality publications/presentations
Goals Achieved/Exceeded:

• Launched two phase three trials to expand our pipeline beyond KIMMTRAK for mUM

• Surpassed enrollment goals for PRAME-A2 101 study

• Ended year with nine clinical programs

• Highest number of publications in five years
 
 
 
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Metric
Goal
Achievement
Grow the Business
Increase global net product sales over prior year 2022

End 2023 with $350 million in cash
Goal Exceeded:
• $239 million in net product sales for 2023

• KIMMTRAK launched in nine additional countries (now 12 total)

• Reached pricing agreements in three additional countries

• Year-end cash was $443 million
 
 
 
Be the Best Workplace
Conduct employee engagement survey and maintain employee engagement
Goal Exceeded: Significant improvement on employee engagement compared to prior survey results:
• 91% participation
• 77% engagement (14 percentage point improvement)
In approving individual annual performance bonuses, the remuneration committee considered each named executive officer’s (other than Dr. Jallal’s) individual performance rating and overall individual contribution towards our achievement of the corporate objectives for the fiscal year. The table below reflects the applicable modifier that the remuneration committee applied to each named executive officer’s annual incentive payment based on the 2023 individual performance.
Each named executive officer received the following bonus payment for fiscal year 2023 Company and individual performance:
Named Executive Officer
Incentive Amount
Based on Scorecard
as Percent of
2023 Target
Individual
Performance
Modifier
2023 Incentive
Amount Paid
2023 Incentive
Amount Paid
as Percent of
2023 Target
Bahija Jallal,
110%
N/A(1)
$606,375
110%
Brian Di Donato
110%
100%
$191,840
110%
David Berman
110%
114%
$257,500
125%
Tina St. Leger(2)
110%
105%
$155,691
115%
(1)
Over the last two fiscal years, the remuneration committee has formalized an objective, numeric methodology for calculating the annual performance bonus achievement. In both of those years, the remuneration committee did not apply an individual performance modifier to Dr. Jallal’s bonus achievement. Instead, Dr. Jallal’s bonus payment was determined solely based on the approved corporate scorecard achievement (after any adjustment for overall Company performance by the remuneration committee).
(2)
Ms. St. Leger’s incentive payment is paid in British Pounds. This amount represents the approximate dollar value of her base salary converted to United States Dollars using the British Pound (“GBP”) to United States Dollar (“USD”) exchange rate of 1.24, which represents an average for fiscal year 2023.
Equity Compensation
In connection with our IPO, we adopted the 2021 Equity Incentive Plan, under which we may grant equity-based incentive awards to directors, employees (including our executive officers) and our and our affiliates’ consultants. We believe that our ability to grant equity awards is a valuable and necessary compensation tool that aligns the long-term interests of our executive officers with the financial interests of our shareholders and is therefore a key aspect of our pay-for-performance program. The remuneration committee believes that share options are inherently performance-based and automatically link executive pay to shareholder return, as the value realized, if any, from an award of share options is dependent upon, and directly proportionate to, future appreciation in our share price. Regardless of the reported value in the Summary Compensation Table, our named executive officers will only receive value from their share option awards if the market price of our ADSs increases above the market price of our ADSs at the time of grant and remains above such price as the share options continue to vest.
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In fiscal year 2023, we approved equity awards to our named executive officers in the form of share options. The remuneration committee used its subjective judgement to determine the amounts it believed were appropriate for each named executive officer, weighing the following factors: the executive’s target total direct compensation, current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our ordinary shares, internal equity amongst executives and market and peer group data provided by our independent compensation consultant. The share options will vest over a four-year period, with 25% of the shares subject to each award vesting on the first anniversary of the grant date and the remaining 75% vesting in substantially equal quarterly installments over the following 36 months, subject to continued service through the applicable vesting date.
The following table sets forth the share options granted to our named executive officers in fiscal year 2023:
Named Executive Officer
Share Options
Granted
Bahija Jallal
259,214
Brian Di Donato
67,949
David Berman
90,599
Tina St. Leger
13,338
It is important to note that the remuneration committee annually assesses the appropriate equity vehicle and design for its named executive officers. Specifically, this has included a discussion around the use of awards tied to the achievement of certain performance conditions (“Performance Awards”). We understand that certain investors would recommend that a portion of the annual equity grants made to the named executive officers be in Performance Awards. However, Performance Awards must be introduced at the right time when they can drive the right behaviors. Given we became a public, newly commercial stage biotechnology company in recent years, the remuneration committee did not determine that 2023 (or 2024) was the time to introduce Performance Awards. Therefore, the remuneration committee approved the use of share options again for 2023 as they are inherently performance-based as described above.
Other Features of Our Compensation Program
Agreements with our Named Executive Officers
We have entered into employment agreements with our United States named executive officers and an employment contract with Ms. St. Leger. Each of these agreements established the named executive officer’s starting base salary, initial target annual bonus opportunity, and initial equity grant. Our named executive officers’ base salaries, annual bonus opportunities and any equity awards are reviewed annually by the remuneration committee; the amounts effective for fiscal year 2023 are described above in this Compensation Discussion and Analysis. See “Employment Arrangements with our Named Executive Officers” below for descriptions of the agreements with our named executive officers.
Severance and Change in Control Benefits
Each of our named executive officers (other than Ms. St. Leger) is employed on an “at will” basis and may be terminated at any time for any reason. Pursuant to Ms. St. Leger’s employment contract, either Ms. St. Leger or we may terminate her employment contract upon six months’ notice. We may, at our discretion, pay Ms. St. Leger an amount equivalent to her six-month base salary in lieu of this notice. Notwithstanding the foregoing, Ms. St. Leger’s employment may be terminated by us immediately for cause.
Our employment agreements or contracts, as applicable, also contain severance terms for our named executive officers. The benefits provide cash severance and certain benefit continuation in the event of termination of employment without cause (and not due to death or disability) or resignation for good reason. Our named executive officers are entitled to enhanced severance benefits, including target bonus and pro-rated bonus payments and equity acceleration, in the event of a qualifying termination or resignation that occurs in connection with a change in control.
We believe these severance benefits are consistent with those provided by our peer group and are an essential element of our overall executive compensation package due to the competitive market for executive talent in our industry. The remuneration committee believes that the severance benefits are an important element of the named executive officers’ retention and motivation and that the benefits of such severance rights, including generally requiring a
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release of claims against us as a condition to receiving any severance benefits, are in our best interests. Enhanced severance benefits provided in the event of a qualifying termination or resignation that occurs in connection with a change in control are also intended to eliminate, or at least reduce, the reluctance of our executive officers to diligently consider and pursue potential change in control transactions that may be in the best interests of our shareholders.
The “Potential Payments and Benefits upon Termination or Change of Control” section below describes and quantifies the severance and other benefits potentially payable to the named executive officers in further detail.
Retirement Plans
Our United States-based named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis (the “401(k) plan”). Eligible employees may defer eligible compensation on a pre-tax or after-tax (“Roth”) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended (the “Code”). For the 2023 plan year, we made discretionary matching contributions on a per payroll basis equal to 100% of the first 5% of eligible compensation deferred, subject to Code limits. Matching contributions are 100% vested when made to the 401(k) plan. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.
Ms. St. Leger participates in our United Kingdom defined contribution retirement plan (the “retirement plan”). The retirement plan is subject to applicable statutory requirements and permits employees to defer, via a salary sacrifice arrangement, a portion of their salary to the plan each pay period, with an employer matching contribution of up to 5% of salary deferred during the pay period.
Other than the 401(k) plan and the retirement plan, our employees, including our named executive officers, do not participate in any qualified or non-qualified retirement or deferred compensation benefits.
Health/Welfare Plans
Our United States based named executive officers are eligible to participate in broad-based health and welfare benefit plans, such as medical, dental, vision, disability and life insurance, in each case generally on the same basis as other eligible employees. Ms. St. Leger is eligible to participate in our medical, life and other schemes that we may maintain from time to time for our eligible employees in the United Kingdom We do not maintain any supplemental health and welfare plans for our named executive officers. Our remuneration committee may elect to adopt such plans in the future if it determines that doing so is in our best interests.
Perquisites
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not generally provide perquisites or other personal benefits to our executive officers, including our named executive officers, and except as generally made available to our employees, or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment and retention purposes.
However, we are a party to tax equalization agreements with Dr. Jallal, Mr. Di Donato and Dr. Berman, who are United States-based employees. Pursuant to the tax equalization agreements, if the executive becomes subject to tax in the United Kingdom as a result of having performed services for us in the United Kingdom, then we have agreed to pay additional, “grossed-up” amounts to the executive as necessary so that the executive receives after-tax compensation approximately equal to the after-tax compensation the executive would have received if the executive was subject to tax only in the United States. The principle of the agreements is to leave the executive in exactly the same position (i.e., no better and no worse off) as if they had not become subject to United Kingdom taxation on a portion of their income. As such, the remuneration committee does not believe it is appropriate to take into account the United Kingdom taxes paid by us under the tax equalization agreements when determining executive compensation each year.
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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
As a general matter, the remuneration committee reviews and considers the various tax and accounting implications of compensation programs we utilize. The remuneration committee believes that shareholder interests are best served if the remuneration committee retains the discretion to approve compensation arrangements that support our corporate objectives, even if an arrangement does not qualify for full or partial tax deductibility under United States or other tax law or results in adverse accounting consequences to us.
Code Section 162(m)
Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017, and not materially modified on or after such date.
Although the remuneration committee will continue to consider tax implications as one factor in determining executive compensation, the remuneration committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and our best interests and the best interests of our shareholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m). The remuneration committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with our business needs.
Code Section 409A
Section 409A of the Code (“Section 409A”) affects the manner by which deferred compensation opportunities are offered to our United States taxpayer employees and other service providers. Section 409A requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose United States taxpayer employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our U.S taxpayer employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.
Code Section 280G
Section 280G of the Code (“Section 280G”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including share options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers, the remuneration committee considers all elements of the cost to us of providing such compensation, including the potential impact of Section 280G. However, the remuneration committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent.
Accounting for Share-Based Compensation
We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our share-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their share-based awards using a variety of assumptions. ASC Topic 718 also requires companies to
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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
Equity Grant Timing
The remuneration committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. The timing of annual equity award grants to our executive officers is not coordinated in a manner that intentionally benefits our executive officers and such grants are made at the time equivalent grants are made to all other employees. All required approvals are obtained in advance of or on the actual grant date. The remuneration committee will continue to evaluate its equity grant policies as we continue to evolve and grow as a public company.
Compensation Recovery (“Clawback”) Policy
In October 2023, we adopted the Incentive Compensation Recoupment Policy (the “Clawback Policy”), which complies with the new Nasdaq listing standards that implement the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Clawback Policy is administered by the remuneration committee.
In addition, as a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our named executive officers may be legally required to reimburse our company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002.
Hedging and Pledging of Securities
We believe it is improper and inappropriate for any person associated with us to engage in short-term or speculative transactions involving our securities. Our directors, officers and employees are, therefore, prohibited from engaging in short sales and buying or selling puts, call options or other derivative securities with respect to our ordinary shares and ADSs.
Our Amended and Restated Insider Trading and Window Period Policy also prohibits our directors, officers, employees and consultants from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging any decrease in the market value of our equity securities, whether they are granted to such individual through employee benefit plans or otherwise held by such individual.
In addition, we prohibit our executive officers, all other employees, consultants and the non-employee members of our board of directors from holding our ordinary shares in a margin account. We also prohibit pledging our ordinary shares as collateral for a loan.
Risk Assessment Concerning Compensation Practices and Policies
Our remuneration committee has reviewed our compensation policies and practices to assess whether they encourage our employees to take inappropriate risks. After reviewing and assessing our compensation philosophy, policies and practices, including the mix of fixed and variable, short-term and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice, our remuneration committee has determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our company as a whole. Further, our remuneration committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; the mix of short-term compensation (in the form of base salary and an annual performance bonus opportunity, if any, which is based on a variety of performance factors), and long-term compensation prevents undue focus on short-term results and helps align the interests of our executive officers with the interests of our shareholders.
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Executive Compensation Tables
Summary Compensation Table
The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2023, 2022 and 2021, as applicable:
Name and Principal Position
Year
Salary(1)
($)
 
Option
Awards(2)
($)
Non-Equity
Incentive Plan
Compensation(3)
($)
All Other
Compensation(4)
($)
Total
($)
Bahija Jallal, Ph.D.
Chief Executive Officer
2023
735,000
 
10,299,998
606,375
37,461
11,678,834
2022
700,000
6,637,003
656,250
15,250
8,008,503
2021
700,000
 
33,543,785
525,000
14,500
34,783,285
Brian Di Donato(5)
Chief Financial Officer
2023
436,000
 
2,699,987
191,840
26,616
3,354,443
David Berman, M.D., Ph.D.(5)
Executive Vice President,
Head of Research &
Development
2023
515,000
 
3,599,997
257,500
24,125
4,396,622
Tina St. Leger(5) (6)
Chief Human Resources Officer
2023
338,458
 
529,992
155,691
14,976
1,039,117
(1)
Salary amounts represent actual amounts earned during the periods presented. See “—Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Base Salaries” for further information.
(2)
In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in note 10 to our audited consolidated financial statements included in the Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by our named executive officers upon the vesting of the options, the exercise of the options or the sale of the ordinary shares underlying such options.
(3)
Reflects performance-based cash bonuses awarded to our named executive officers during the periods presented. See “—Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Annual Performance Bonuses” for a description of the material terms of the program pursuant to which this compensation was awarded.
(4)
Amounts for 2023 reflect the following: (i) 401(k) matching contributions for each of Dr. Jallal, Mr. Di Donato and Dr. Berman in the amount of $16,500 each, (ii) matching contribution to our United Kingdom defined contribution retirement plan for Ms. St. Leger in the amount of $12,692 and $2,284 for her medical and dental benefits and (iii) tax equalization gross-up payments in the amounts of $20,961, $10,116 and $7,625 for 2023 for Dr. Jallal, Mr. Di Donato and Dr. Berman, respectively.
(5)
Prior to January 1, 2024, we qualified as a foreign private issuer within the meaning of the Exchange Act. As a result, none of Mr. Di Donato, Dr. Berman or Ms. St. Leger was a named executive officer for 2021 and 2022, nor have we previously reported individual compensation for any of these named executive officers. Accordingly, we have excluded compensation for each of Mr. Di Donato, Dr. Berman or Ms. St. Leger for 2021 and 2022.
(6)
The base salary, bonus, non-equity incentive plan compensation, and all other compensation amounts for Ms. St. Leger for the fiscal year ended December 31, 2023, reflect the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.24, which represents an average for fiscal year 2023.
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Grants of Plan-Based Awards
The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2023.
 
 
 
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
All Other
Option
Awards:
Number of
Shares of
Securities
Underlying
Options
(#)(2)
Exercise or
Base Price
of Option
Awards
($/Share)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(3)
Name
Grant Type
Grant Date
Threshold
($)
Target
($)
Maximum
($)
Bahija Jallal
Annual Cash
551,250
 
Option
2/16/2023
259,214
64.53
10,299,998
Brian Di Donato
Annual Cash
174,400
 
Option
2/16/2023
67,949
64.53
2,699,987
David Berman
Annual Cash
206,000
 
Option
2/16/2023
90,599
64.53
3,599,997
Tina St. Leger
Annual Cash
135,383
 
Option
2/16/2023
13,338
64.53
529,992
(1)
The amounts set forth in the “Target” column represent target bonus amounts for each named executive officer for 2023 under our 2023 performance bonus program. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. In no event may Dr. Jallal’s bonus exceed 150% of her base salary. See “Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Annual Performance Bonuses” for a description of the material terms of the program pursuant to which this compensation was awarded. The target bonus amount for Ms. St. Leger for the fiscal year ended December 31, 2023 reflects the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.24, which represents an average for fiscal year 2023.
(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.
(3)
Amounts reported represent the aggregate grant date fair value of option awards granted during 2023 presented computed in accordance with ASC Topic 718 for share-based compensation transactions. Assumptions used in the calculation of these amounts are included in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the options, the exercise of the options or the sale of the ordinary shares underlying such options.
Outstanding Equity Awards as of December 31, 2023
The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2023.
 
 
 
Option Awards(1)
Name
Grant Date
Vesting
Commencement
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(2)
Option
Exercise
Price
($)
Option
Expiration
Date
Bahija Jallal
1/7/2019(3)
1/7/2019
1,724,503
129,967
17.46(4)
1/6/2029
10/30/2020
4/1/2020
24,802
3,543
17.46(4)
10/29/2030
2/4/2021
2/4/2021
1,427,305
648,775
26.00
2/3/2031
2/16/2022
2/16/2022
194,940
250,637
24.66
2/15/2032
2/16/2023
2/16/2023
259,214
64.53
2/15/2033
Brian Di Donato
4/30/2020
7/1/2020
56,250
17.46(4)
4/29/2030
2/4/2021
2/4/2021
1
127,151
26.00
2/3/2031
2/16/2022
2/16/2022
3
67,974
24.66
2/15/2032
2/16/2023
2/16/2023
67,949
64.53
2/15/2033
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Option Awards(1)
Name
Grant Date
Vesting
Commencement
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(2)
Option
Exercise
Price
($)
Option
Expiration
Date
David Berman
9/13/2018(5)
9/13/2018
391,790
17.46(4)
9/12/2028
2/4/2021
2/4/2021
322,178
​146,444
26.00
2/3/2031
2/16/2022
2/16/2022
58,744
75,527
24.66
2/15/2032
2/16/2023
2/16/2023
90,599
64.53
2/15/2033
Tina St. Leger
4/1/2022
4/1/2022
43,750
29.87
3/31/2032
2/16/2023
2/16/2023
13,338
64.53
2/15/2033
(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.
(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.
(3)
The options granted to Dr. Jallal on January 7, 2019, vesting over a five-year period were modified during 2020 and immediately prior to the IPO to reflect the terms of our Series B financing and to clarify that they would not immediately vest upon our IPO. Twenty-five percent of the shares subject to the award vested on the second anniversary of the grant date, and the remaining shares vest in quarterly installments thereafter, subject to the officer’s continued service through each vesting date.
(4)
Represents price in connection with IPO.
(5)
The options granted to Dr. Berman on September 13, 2018, vesting over a four-year period were modified during 2020 and immediately prior to the IPO to reflect the terms of our Series B financing and to clarify that they would not immediately vest upon our IPO. Twenty-five percent of the shares subject to the award vested on the first anniversary of the grant date, and the remaining shares vest in quarterly installments thereafter, subject to the officer’s continued service through each vesting date.
Option Exercises and Stock Vested
The following table sets forth certain information regarding any option exercises during the fiscal year ended December 31, 2023, with respect to our named executive officers. No shares were acquired during the fiscal year ended December 31, 2023, by our named executive officers pursuant to the vesting of stock awards.
 
Option Awards
Name
Number of
Shares
Acquired on
Exercise
(#)
Value Realized
on Exercise
($)(1)
Bahija Jallal
225,000
9,724,878
Brian Di Donato
576,348
19,475,455
David Berman
440,000
17,104,833
Tina St. Leger
26,250
790,913
(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.
Employment Arrangements with our Named Executive Officers
We have entered into employment agreements or contracts, as applicable, with each of our named executive officers. The agreements set forth the terms and conditions of each executive’s employment with us, including base salary, bonus opportunity, eligibility for employee benefits and severance benefits upon a qualifying termination of employment, and certain non-solicitation and non-competition provisions. Any potential payments and benefits due upon a qualifying termination of employment or a change in control are further described below under “— Potential Payments and Benefits upon Termination or Change in Control.”
The employment of each of our named executive officers (other than Ms. St. Leger) may be terminated at any time in accordance with the terms of the respective agreements. Ms. St. Leger’s employment may only be terminated in
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accordance with her employment contract, which includes six months’ notice. In addition, each of our named executive officers has executed a form of our standard proprietary information and inventions agreement. The material terms of each agreement are described below.
Bahija Jallal, Ph.D.
In January 2021, we and our United States subsidiary, Immunocore, LLC, entered into an amended and restated employment agreement with Dr. Jallal, which became effective on February 4, 2021, upon the execution of the underwriting agreement for our IPO. Pursuant to her employment agreement, Dr. Jallal is entitled to an annual base salary (as set forth above) and is eligible to receive an annual performance bonus, currently with a target amount of 75% of her annual base salary, subject to the assessment of our board of directors (or a committee thereof) of Dr. Jallal’s performance and our attainment of targeted goals for the applicable calendar year. In addition, we agreed to grant Dr. Jallal a share option pursuant to the 2021 EIP, contingent and effective upon the execution of the underwriting agreement for our IPO. See “Executive Compensation Tables—Outstanding Equity Awards as of December 31, 2023” for additional information. Dr. Jallal’s employment agreement also provides for certain tax equalization payments to cover incremental taxes that Dr. Jallal is required to pay as a result of services we require Dr. Jallal to perform outside the United States. Dr. Jallal is eligible to participate on the same basis as similarly-situated employees in the employee benefit plans in effect from time to time in accordance with the terms of such benefit plans.
Dr. Jallal’s employment is “at will” and may be terminated by us or Dr. Jallal at any time. Dr. Jallal’s employment agreement provides Dr. Jallal with certain severance benefits, as described below under “— Potential Payments and Payments upon Termination or Change of Control,” subject to her execution of an effective release of claims and compliance with certain post-termination obligations and resignation from all positions with us.
Brian Di Donato
In January 2021, we and our United States subsidiary, Immunocore, LLC, entered into an amended and restated employment agreement with Mr. Di Donato, which became effective on February 4, 2021, upon the execution of the underwriting agreement for our IPO. Pursuant to his employment agreement, Mr. Di Donato is entitled to an annual base salary (as set forth above) and is eligible to receive an annual performance bonus, currently with a target amount of 40% of his annual base salary, subject to the assessment of our board of directors (or a committee thereof) of Mr. Di Donato’s performance and our attainment of targeted goals for the applicable calendar year. In addition, we agreed to grant Mr. Di Donato a share option pursuant to the 2021 EIP, contingent and effective upon the execution of the underwriting agreement for our IPO. See “Executive Compensation Tables—Outstanding Equity Awards as of December 31, 2023” for additional information. Mr. Di Donato’s employment agreement also provides for certain tax equalization payments to cover incremental taxes that Mr. Di Donato is required to pay as a result of services we require Mr. Di Donato to perform outside the United States. Mr. Di Donato is eligible to participate on the same basis as similarly-situated employees in the employee benefit plans in effect from time to time in accordance with the terms of such benefit plans.
Mr. Di Donato’s employment is “at will” and may be terminated by us or Mr. Di Donato at any time. Mr. Di Donato’s employment agreement provides Mr. Di Donato with certain severance benefits, as described below under “— Potential Payments and Payments upon Termination or Change of Control,” subject to his execution of an effective release of claims and compliance with certain post-termination obligations and resignation from all positions with us.
David Berman, M.D., Ph.D.
In January 2021, we and our United States subsidiary, Immunocore, LLC, entered into an amended and restated employment agreement with Dr. Berman, which became effective on February 4, 2021, upon the execution of the underwriting agreement for our IPO. Pursuant to his employment agreement, Dr. Berman is entitled to an annual base salary (as set forth above) and is eligible to receive an annual performance bonus, currently with a target amount of 40% of his annual base salary, subject to the assessment of our board of directors (or a committee thereof) of Dr. Berman’s performance and our attainment of targeted goals for the applicable calendar year. In addition, we agreed to grant Dr. Berman a share option pursuant to the 2021 EIP, contingent and effective upon the execution of the underwriting agreement for our IPO. See “Executive Compensation Tables—Outstanding Equity Awards as of December 31, 2023” for additional information. Dr. Berman’s employment agreement also provides for certain tax equalization payments to cover incremental taxes that Dr. Berman is required to pay as a result of services we require Dr. Berman to perform outside the United States. Dr. Berman is eligible to participate on the same basis as similarly-situated employees in the employee benefit plans in effect from time to time in accordance with the terms of such benefit plans.
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Dr. Berman’s employment is “at will” and may be terminated by us or Dr. Berman at any time. Dr. Berman’s employment agreement provides Dr. Berman with certain severance benefits, as described below under “— Potential Payments and Payments upon Termination or Change of Control,” subject to his execution of an effective release of claims and compliance with certain post-termination obligations and resignation from all positions with us.
Tina St. Leger
In August 2021, we and our subsidiary, Immunocore Limited, entered into an amended and restated contract of employment with Ms. St. Leger. Pursuant to her contract of employment, Ms. St. Leger is entitled to an annual base salary (as set forth above) and is eligible to receive an annual performance bonus, currently with a target amount of 40% of her annual base salary, as well as an annual performance equity award of ordinary shares with a target Fair Market Value (as defined in the 2021 EIP) of 200% of her then-current annual base salary, in each case subject to the assessment of our board of directors (or a committee thereof) of Ms. St. Leger’s performance and our attainment of targeted goals for the applicable calendar year. In addition, Ms. St. Leger was granted a one-time sign-on bonus of £50,000, and we agreed to grant Ms. St. Leger a share option pursuant to the 2021 EIP, effective upon our then-next scheduled grant date following the commencement of Ms. St. Leger’s employment. See “Executive Compensation Tables—Outstanding Equity Awards as of December 31, 2023” for additional information. Ms. St. Leger is eligible to participate on the same basis as similarly-situated employees in the employee benefit plans in effect from time to time in accordance with the terms of such benefit plans.
Ms. St. Leger’s employment may be terminated by us or Ms. St. Leger at any time with 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. Ms. St. Leger’s employment agreement provides Ms. St. Leger with certain severance benefits, as described below under “— Potential Payments and Payments upon Termination or Change of Control,” subject to her execution of an effective release of claims and compliance with certain post-termination obligations and resignation from all positions with us.
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,
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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
The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective employment agreement or contract, as applicable, as described under the section titled “Employment Arrangements with our Named Executive Officers,” assuming their employment was terminated as of December 31, 2023, including in connection with a change in control as of December 31, 2023.
Name
Type of Termination
Base Salary
($)
Bonus
($)(1)
Accelerated
Vesting of
Equity
Awards(2)
($)
Continuation of
Insurance
Coverage
($)(3)
Total
($)
Bahija Jallal
Termination without Cause
or with Good Reason
1,102,500
38,034
1,140,534
Termination without Cause
or with Good Reason
in connection with a CIC
1,470,000
1,653,750
46,171,084
50,712
​49,345,546
Brian Di Donato
Termination without Cause
or with Good Reason
436,000
32,737
468,737
Termination without Cause
or with Good Reason in
connection with a CIC
654,000
436,000
11,466,935
49,106
12,606,041
David Berman
Termination without Cause
or with Good Reason
515,000
32,737
547,737
Termination without Cause
or with Good Reason in
connection with a CIC
772,500
515,000
9,838,389
49,106
11,174,995
Tina St. Leger(4)
Termination without Cause
or with Good Reason
338,458
4,253
342,711
Termination without Cause
or with Good Reason in
connection with a CIC
507,687
338,458
1,732,739
6,379
2,585,263
(1)
Includes one-and-a-half times target bonus for all the named executive officers (other than Dr. Jallal at two-times target bonus), plus another full year of bonus at target for the year of termination assuming a termination date of December 31, 2023.
(2)
The value of the acceleration is based on the excess of the closing price of our ADSs on Nasdaq at December 29, 2023, being $68.32 per share, over the exercise price of the options for all in-the-money options, excluding underwater options.
(3)
Includes the cost of coverage for the continuation of applicable benefits under COBRA for the United States named executive officers and continuation of medical and dental benefits for Ms. St. Leger for the applicable period.
(4)
Amounts for Ms. St. Leger reflect the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.24, which represents an average for fiscal year 2023.
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Equity Compensation Plan Information
The following table summarizes our equity compensation plan information as of December 31, 2023. Information is included for equity compensation plans approved by our shareholders. We do not have any equity compensation plans not approved by our shareholders.
Plan Category
(a) Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options(1)
(b) Weighted
Average Exercise
Price of
Outstanding
Options(1)
(c) Number of
Securities Remaining
Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column
(a))(2)
Equity plans approved by shareholders
8,967,882
27.06
4,168,875
Equity plans not approved by shareholders
(1)
Includes our: (a)(1) 2020 Company Share Option Plan; (2) 2020 Non Tax-Advantaged Share Option Plan; (3) 2018 Non Tax-Advantaged Share Option Plan; (4) 2015 Company Share Option Plan; (5) 2015 Non Tax-Advantaged Share Option Plan; (6) Immunocore Limited Share Option Scheme, and (7) various standalone equity agreements (collectively, the “Legacy Arrangements”) and (b) 2021 EIP.
(2)
Includes the 2021 EIP. Options or other share awards granted under the Legacy Arrangements that are forfeited, terminated, expired or repurchased become available for issuance under the 2021 EIP, up to a maximum of 4,551,360 ordinary shares. In accordance with the terms of the 2021 EIP, the total number of our common shares reserved for issuance thereunder automatically increased on January 1st in an amount equal to 5.0% of the total number of shares of ordinary shares outstanding on December 31st of the preceding year. Accordingly, on January 1, 2024, the number of our common shares available for issuance under the 2021 EIP increased by 2,400,549 shares pursuant to this provision. These increases are not reflected in the table above.
Insurance and Indemnification
To the extent permitted by the Companies Act 2006, we are permitted to indemnify our directors and executive officers against any liability they incur by reason of their directorship. We maintain directors’ and officers’ insurance to insure such persons against certain liabilities and have entered into deeds of indemnity with each of our directors and executive officers.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to our directors, executive officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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CEO PAY RATIO
Overview
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 compensation in 2023 as calculated using Summary Compensation Table requirements was $102,154. GBP amounts in these calculations have been converted to USD using the exchange rate of GBP 1.00 to USD 1.24, which represents an average for fiscal year 2023. Our Chief Executive Officer's compensation in 2023 as reported in the Summary Compensation Table was $11,678,834. Therefore, our CEO Pay Ratio for 2023 is approximately 114:1.
Methodology and Pay Ratio
We identified the median employee using our employee population on December 31, 2023 (including, as applicable, all employees, whether employed on a full-time, part-time, seasonal or temporary basis). Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the annual target total compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of December 31, 2023: (1) annual base pay, (2) annual target cash incentive opportunity, and (3) the grant date fair value for equity awards granted in 2023. In identifying the median employee, we annualized the compensation values of individuals that joined our Company during 2023. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee's annual target total direct compensation in accordance with the requirements of the Summary Compensation Table.
This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the remuneration committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.
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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
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.
Year
Summary
Compensation
Table Total
for PEO(1)
($)
Compensation
Actually Paid
to PEO(1)(2)(3)
($)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(1)
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(1)(2)(3)
($)
Value of Initial Fixed $100
Investment based on:(4)
Net Income
($ Thousands)(5)
TSR
($)
Peer Group
TSR
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
2023
11,678,834
21,968,689
2,930,061
4,744,087
158.15
84.19
(55,287)
2022
8,008,503
51,268,598
132.11
80.50
(52,543)
2021
34,783,285
71,311,934
79.26
89.56
(180,029)
(1)
Dr. Jallal was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for 2023 are our other named executive officers: Mr. Di Donato, Dr. Berman and Ms. St. Leger. Effective January 1, 2024, we began filing periodic reports and registration statements on U.S. domestic issuer forms. Prior to 2024, we were a foreign private issuer and were not required to disclose the annual compensation amounts for our named executive officers and were only required to disclose the PEO’s compensation in our Remuneration Report as a company organized under the laws of England and Wales. As such, we have provided our PEO’s compensation for 2021, 2022, and 2023 and only provided the 2023 compensation for Non-PEO NEOs.
(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.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with the requirements of Item 402(v) of Regulation S-K. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards columns set forth in the Summary Compensation Table.
Year
Summary
Compensation
Table Total for
PEO
($)
Exclusion of
Option Awards
for PEO ($)
Inclusion of
Equity Values
for PEO
($)
Compensation
Actually Paid to
PEO
($)
2023
11,678,834
(10,299,998)
20,589,853
21,968,689
2022
8,008,503
(6,637,003)
49,897,098
51,268,598
2021
34,783,285
(33,543,785)
70,072,434
71,311,934
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TABLE OF CONTENTS

Year
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($)
Average
Exclusion of
Option Awards
for Non-PEO
NEOs
($)
Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2023
2,930,061
(2,276,659)
4,090,685
4,744,087
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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