Use these links to rapidly review the document
TABLE OF CONTENTS
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
|
|
|
Filed by the Registrant
ý
|
Filed by a Party other than the Registrant
o
|
Check the appropriate box:
|
ý
|
|
Preliminary Proxy Statement
|
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
o
|
|
Definitive Proxy Statement
|
o
|
|
Definitive Additional Materials
|
o
|
|
Soliciting Material under §240.14a-12
|
|
|
|
|
|
Adaptimmune Therapeutics 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 the appropriate box):
|
ý
|
|
No fee required.
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
o
|
|
Fee paid previously with preliminary materials.
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
|
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed:
|
Table of Contents
Adaptimmune Therapeutics PLC
101 Park Drive, Milton Park
Abingdon, Oxfordshire OX14 4RY, U.K.
Registered Company No. 09338148
April , 2017
Dear
Shareholder:
2017 Annual General Meeting of Adaptimmune Therapeutics plc (the "AGM")
This letter, the notice of the AGM set out in this document (
"the Notice"
) and associated
materials for the AGM are being sent to you because, as of April 26, 2017 (being the latest practicable date before the circulation of this document), you are registered as a holder of ordinary
shares in the register of members of the Company. However, this letter, the Notice and associated materials will also be available to holders of American Depositary Shares
(
"ADS"
) and contain information relevant to holders of ADSs.
I
am pleased to confirm that our AGM will take place at
11 a.m. London time (6 a.m. Eastern Standard Time) on Wednesday, June 21, 2017 at 60
Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX.
The Notice is set out in this document and it contains the resolutions to be proposed at the AGM (the
"Resolutions"
).
Action to be taken by holders of ordinary shares in the Company
If you are a holder of ordinary shares in the Company and are planning to attend the AGM in person (or by way of corporate representative) it
would be helpful if you could inform Margaret Henry, Company Secretary, on email: margaret.henry@adaptimmune.com, tel: +44 (0)1235 430036 or mobile: +44 (0)7710 304249. If you are a holder of
American Depositary Shares (
"ADSs"
), please ignore the rest of this section and refer instead to the section
below"
Holders of American Depositary Shares
".
If
you are unable to attend the AGM, you can still vote on the Resolutions by appointing a proxy. A form of proxy for use at the AGM is enclosed. You are advised to complete and return
the form of proxy in accordance with the instructions printed on it and so as to arrive at the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol,
BS99 6ZY, England as soon as possible but in any event by no later than
11 a.m. London time (6 a.m. Eastern Standard Time) on Monday, June 19,
2017
.
You
may also submit your proxy vote online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy) to arrive by no later than
11 a.m. London
time (6 a.m. Eastern Standard Time) on Monday, June 19, 2017.
The return of a form of proxy or the electronic appointment of a proxy does not preclude you from
attending and voting at the AGM if you so wish.
In
order to attend and vote at the AGM as an ordinary shareholder, you must continue to be registered as a holder of ordinary shares in the Company's register of members as of
5 p.m. London time (12 noon Eastern Standard Time) on Monday, June 19, 2017.
Therefore,
if you sell or transfer your ordinary shares in the Company prior to June 19, 2017, 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 together with the accompanying form of proxy to the person who arranged the sale or transfer for
delivery to the purchaser or transferee. The purchaser or transferee should contact Margaret Henry, Company Secretary, to request a new form of proxy for its use.
Table of Contents
Should
you elect to convert your holding of ordinary shares in the capital of the Company into an interest in the capital of the Company represented by ADSs before the AGM, you will
cease to be a holder of ordinary shares in your own name and will not be entitled to attend and vote at the AGM as an ordinary shareholder. You will also not be able to use the enclosed form of proxy.
However, you may be able to exercise your vote as a holder of an interest in the capital of the Company represented by American Depositary Sharesplease refer to the next
section"
Holders of American Depositary Shares
".
Holders of American Depositary Shares
In order to exercise your vote as a holder of an interest in the capital of the Company represented by American Depositary Shares ("ADSs"), you
or your bank or broker or nominee must be registered as a holder of ADSs in the ADS register
by 5 p.m. Eastern Standard Time on Thursday, May 4, 2017 (the record
date for ADS holders).
If
you hold ADSs through a bank, broker or nominee on May 4, 2017, the AGM documentation, including the ADS proxy card, will be sent to your broker who should forward the
materials to you. Please reach out to your broker to provide your voting instructions.
Please
note that ADS proxy cards submitted by ADS holders must be received by Citibank
no later than 10 a.m. Eastern Standard Time on Wednesday,
June 14, 2017
.
Contacts for ADS holders
If you have queries about how you can deliver voting instructions, please contact Citibank, N.A.ADR Shareholder Services at tel:
+1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank Shareholder Services,
P.O. Box 43077, Providence, RI 02940-3077.
If
at any point you require guidance, please contact Margaret Henry, Company Secretary, on email: margaret.henry@adaptimmune.com, tel: +44(0)1235 430036 or cell: +44 (0)7710 304249.
Recommendation
You will find an explanatory note in relation to each of the Resolutions in the attached proxy statement. Your Directors consider that each
Resolution is in the best interests of the Company and its shareholders as a whole and is likely to promote the success of the Company. Accordingly, your Directors unanimously recommend that you vote
in favour of the Resolutions as each of the Directors with personal holdings of shares in the Company intends to do in respect of their own beneficial holdings of shares.
Thank
you for your ongoing support of Adaptimmune.
|
|
|
|
|
Yours sincerely,
|
|
|
|
|
David M. Mott
|
|
|
|
|
Chairman
, Adaptimmune Therapeutics plc
|
|
|
|
|
Table of Contents
Adaptimmune Therapeutics PLC
101 Park Drive, Milton Park
Abingdon, Oxfordshire OX14 4RY, U.K.
Registered Company No. 09338148
NOTICE OF 2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, JUNE 21, 2017
NOTICE
is hereby given that the Annual General Meeting of Adaptimmune Therapeutics 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 Wednesday, June 21, 2017, at 11:00 a.m. London
time (6:00 a.m. Eastern Standard time), at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX, for transaction of the following business:
Ordinary resolutions
1. To
re-elect as a director, Barbara Duncan, who retires in accordance with the Articles of Association.
2. To
re-elect as a director, Giles Kerr, who retires in accordance with the Articles of Association.
3. To
re-elect as a director, Tal Zaks, who retires in accordance with the Articles of Association.
4. To
re-elect as a director, Ali Behbahani, who retires by rotation in accordance with the Articles of Association.
5. To
re-elect as a director, Peter Thompson, who retires by rotation in accordance with the Articles of Association.
6. To
re-appoint KPMG LLP as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of
shareholders at which the U.K. statutory accounts and reports are presented.
7. To
authorize the Audit Committee to determine our U.K. statutory auditors' remuneration for the fiscal year ended December 31, 2017.
8. To
receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2016 and to note that the Directors do not recommend the payment
of any dividend for the year ended December 31, 2016.
9. To
receive and approve our U.K. statutory directors' remuneration report for the year ended December 31, 2016, which is set forth as
Annex A
to the attached proxy statement.
10. To
authorize the directors, in accordance with section 551 of the U.K. Companies Act 2006, generally and unconditionally, to exercise all powers of the Company to
allot ordinary shares of £0.001 nominal value each in the Company (
"ordinary shares"
) or grant rights to subscribe for or to convert any
security into ordinary shares up to a maximum aggregate nominal amount of £140,000.00 provided that this authority shall, (unless renewed, varied or revoked from time to time by the
Company in general meeting) expire on June 20, 2022; provided, however, that if the Company makes offers or agreements prior to the expiration of the granted authority that will require
allotment of ordinary shares after such expiration, the directors may allot ordinary shares or grant rights to subscribe for, or convert any security into, ordinary shares pursuant to such offer or
agreement notwithstanding the expiration of authority conferred by this resolution.
This
authority is in substitution for all previous authorities conferred on the directors in accordance with section 551 of the U.K. Companies Act 2006 but without prejudice to
any allotment of
Table of Contents
ordinary
shares or grant of rights to subscribe for, or convert any security into, ordinary shares made or offered or agreed to be made pursuant to such authorities prior to the date of this
resolution.
Special resolution
11. To
generally empower the directors, subject to the passing of resolution 10 and in accordance with section 570 of the U.K. Companies Act 2006, to allot ordinary
shares for cash or to grant rights to subscribe for or to convert any security into ordinary shares pursuant to the authority conferred by resolution 10, as if section 561(1) of the U.K.
Companies Act 2006 did not apply to any such allotment. This power shall (i) be limited to the allotment of ordinary shares for cash or rights to subscribe for or convert any security into
ordinary shares up to a maximum aggregate nominal amount of £140,000.00; and (ii) expire on the conclusion of the annual general meeting of shareholders to be held in 2019 (unless
renewed, varied or revoked by the Company prior to or on such date); provided, however, that if the Company makes offers or agreements prior to the expiration of the granted authority that will
require allotment of ordinary shares after such expiration, the directors may allot ordinary shares or grant rights to subscribe for, or convert any security into, ordinary shares pursuant to such
offer or agreement notwithstanding the expiration of authority conferred by this resolution.
This
resolution revokes and replaces all unexercised powers previously granted to our Board of Directors to allot ordinary shares or rights to subscribe for or convert any security into
ordinary shares as if section 561(1) of the U.K. Companies Act 2006 did not apply but without prejudice to any allotment made or agreed to be made pursuant to such authorities prior to the date
of this resolution.
Proposals
1 through 10 will be proposed as ordinary resolutions and under English law, assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is
approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. If a poll is demanded, 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.
Proposal 11 will be proposed as a special resolution. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the
meeting and entitled to vote. On a poll, a special resolution is passed 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 the ordinary resolutions in proposals 8 and 9 regarding receipt of our U.K. statutory annual accounts and reports for the year ended
December 31, 2016 and approval of our U.K. statutory directors' annual report on remuneration for the year ended December 31, 2016 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 proposals 8
and 9.
The
results of any polls taken on the resolutions at the Meeting and any other information required by the U.K. Companies Act 2006 will be made available on our website as soon as
reasonably practicable following the Meeting and for the required period thereafter.
|
|
|
BY ORDER OF THE BOARD
|
|
Registered Office
|
Margaret Henry
|
|
101 Park Drive, Milton Park,
Abingdon,
Oxfordshire OX14 4RY, United Kingdom
|
Company Secretary
|
|
Registered in England and Wales
|
April [ ], 2017
|
|
No 09338148
|
Table of Contents
Notes
-
(a)
-
Only
those members registered in the register of members of the Company at 5p.m. London time (12.00 noon Eastern Standard Time) on June 19, 2017 will be
entitled to attend and vote at the AGM in respect of the number of ordinary shares registered in their name at the time. Changes to entries on the relevant register after that deadline will be
disregarded in determining the rights of any person to attend and vote at the AGM. Should the AGM be adjourned to a time not more than 48 hours after the deadline, the same deadline will also
apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned AGM. Should the AGM be
adjourned for a longer period, then to be so entitled, members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned AGM or, if the Company gives
notice of the adjourned AGM, at the time specified in the notice.
-
(b)
-
Any
member may appoint a proxy to attend, speak and vote on his/her behalf. A member 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 share or shares of the member. A proxy need not be a member, but must attend the meeting in person. Proxy forms should be lodged with the
Company's Registrar (Computershare) not later than 11a.m. London time (6a.m. Eastern Standard Time) on June 19, 2017. Completion and return of the appropriate proxy form does not prevent a
member from attending and voting in person if he/she is entitled to do so and so wishes. The attached proxy statement explains proxy voting and the matters to be voted on in more detail. Please read
the proxy statement carefully. For specific information regarding the voting of your ordinary shares, please refer to the proxy statement under the section entitled "
Questions
and Answers About Voting
."
-
(c)
-
Any
corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they
do not do so in relation to the same shares.
-
(d)
-
In
the case of joint holders, 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, seniority shall be determined by the order in which the names stand in the Company's relevant register or members for the certificated or uncertificated shares of
the Company (as the case may be) in respect of the joint holding.
-
(e)
-
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 adjournments of it by using
the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed voting service providers, should refer to their
sponsors or voting service providers, who will be able to take the appropriate action on their behalf.
For
a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a
"CREST Proxy Instruction"
) must be
properly authenticated in accordance with Euroclear's specifications and must contain the information required for those instructions as described in the CREST Manual (available via
www.euroclear.com). The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to the previously appointed proxy, must, to be valid, be
transmitted so as to be received by the Company's agent 3RA50 by the latest time for receipt of proxy appointments specified in the Notice. For this purpose, the time of receipt will be taken to be
the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company'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.
Table of Contents
CREST
members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK does not make available special procedures in CREST for any particular messages.
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 concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed voting service providers, to procure that its CREST sponsors or voting service providers take) such action as shall be necessary
to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers
are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The
Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
-
(f)
-
As
of April 26, 2017 (being the last practicable date before circulation of this Notice), the Company's issued ordinary share capital consisted of
[ ] ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as of that date are
[ ].
-
(g)
-
Under
s527 Companies Act 2006, members meeting the threshold requirement set out in that section have the right to require the Company to publish on a website a
statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or
(ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with s437 Companies
Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with ss527 or 528 Companies Act 2006. Where the Company is required to
place a statement on a website under s527 Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The
business which may be dealt with at the AGM includes any statement that the Company has been required, under s527 Companies Act 2006, to publish on a website.
-
(h)
-
Except
as set out in the notes to this Notice, any communication with the Company in relation to the AGM, including in relation to proxies, should be sent to the
Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, England. No other means of communication will be accepted. In particular, you
may not use any electronic address provided either in this notice or in any related documents to communicate with the Company for any purpose other than those expressly stated.
-
(i)
-
Copies
of the service agreement for our executive director and of the letters of appointment for our non-executive directors will be available for inspection at the
registered office of the Company during normal business hours on any week day (public holidays excepted) from the date of this Notice of AGM until the date of the AGM, and at the place of the AGM for
one hour before the meeting and at the meeting itself.
Table of Contents
TABLE OF CONTENTS
i
Table of Contents
Adaptimmune Therapeutics PLC
101 Park Drive, Milton Park
Abingdon, Oxfordshire OX14 4RY, U.K.
Registered Company No. 09338148
PROXY STATEMENT FOR THE 2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 21, 2017
INFORMATION CONCERNING PROXY SOLICITATION AND VOTING
We have sent you this proxy statement and the enclosed form of proxy because the Board of Directors of Adaptimmune Therapeutics plc
(referred to herein as the "Company", "we", "us" or "our") is soliciting your proxy to vote at our annual general meeting of shareholders (referred
to herein as the "Meeting" or the "AGM") to be held on Wednesday, June 21, 2017, at 11:00 a.m. London time (6:00 a.m. Eastern Standard time), at 60 Jubilee Avenue, Milton Park,
Abingdon, Oxfordshire OX14 4RX.
-
-
This proxy statement summarizes information about the proposals to be considered at the Meeting and other information you may find useful in
determining how to vote.
-
-
The form of proxy is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
In
addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews.
All costs of solicitation of proxies will be covered by us.
We
are mailing the Notice of 2017 AGM, this proxy statement and the form of proxy to our ordinary shareholders of record as of April 26, 2017 (being the latest practicable date
before the circulation of this document) for the first time on or about April [ ], 2017. In this mailing, we are also including our U.K. statutory annual
accounts and reports for the year ended December 31, 2016 ("2016 U.K. Annual Report"). In addition, we have provided brokers, dealers, bankers, and their nominees, at our expense, with
additional copies of our proxy materials and the 2016 U.K. Annual Report so that our record holders can supply these materials to the beneficial owners of our ordinary shares.
Whilst
this document is being sent to our ordinary shareholders of record, this document will also be available to holders of American Depositary Shares
(
"ADSs"
) and contains information relevant to holders of ADSs.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 21, 2017
Our Notice of 2017 AGM, this proxy statement, our 2016 U.K. Annual Report and our form of proxy are available in the Investors section of our
website at http://www.adaptimmune.com.
QUESTIONS AND ANSWERS ABOUT VOTING
Why am I receiving these materials?
We have sent you this proxy statement and the enclosed form of proxy because you are an ordinary shareholder of record and our Board is
soliciting your proxy to vote at the Meeting, including at any adjournments or postponements of the Meeting. You are invited to attend the Meeting to vote on the proposals described in this proxy
statement. However, you do not need to attend the Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed form of proxy. Alternatively, please submit your proxy
online at www.investorcentre.co.uk/eproxy (see instructions on
1
Table of Contents
form
of proxy), in any event to arrive by no later than
11 a.m. London time (6 a.m. Eastern Standard Time) on Monday, June 19,
2017.
We
intend to mail this proxy statement and the accompanying form of proxy on or about April [ ], 2017 to all ordinary shareholders of record
entitled to vote at the Meeting.
Materials
for ADS holders of record, including an ADS proxy card, will be mailed on or about May [ ], 2017 to all ADS holders, including
banks, brokers and nominees, who are registered as holders of ADSs in the ADS register by 5.p.m. Eastern Standard Time on May, 4, 2017 (the record date for ADS holders).
Who can vote at the Meeting?
Ordinary shareholders
Only ordinary shareholders of record registered in the register of members at 5 p.m. London time (12 noon Eastern Standard Time)
on Monday, June 19, 2017 will be entitled to vote at the Meeting.
As
of April 26, 2017 (being the last practicable date before the circulation of this proxy statement) there were [ ] ordinary shares issued
and outstanding and entitled to vote.
Whether
or not you plan to attend the Meeting, we urge you to fill out and return the enclosed form of proxy to ensure your vote is counted. Alternatively, please submit your proxy
online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy) to arrive by no later than
11 a.m. London time (6 a.m. Eastern Standard Time) on
Monday, June 19, 2017.
If
you sell or transfer your ordinary shares in the Company prior to June 19, 2017, 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 together with the accompanying form of proxy to the person who arranged the sale or transfer for delivery to the
purchaser or transferee. The purchaser or transferee should contact Margaret Henry, Company Secretary, to request a new form of proxy for its use.
Beneficial owners of ordinary shares which are registered in the name of a broker, bank or other agent
If, on April 26, 2017, 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 Meeting. As a beneficial owner, you may have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Meeting.
However, because you are not the shareholder of record, you may not vote your shares in person at the Meeting and 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
You are entitled to exercise your vote as a holder of an interest in the capital of the Company represented by ADSs if you or your brokerage
firm, bank or nominee is registered as a holder of ADSs in the ADS register
by 5 p.m. Eastern Standard Time on Thursday, May 4, 2017 (the record date for ADS
holders).
If
you hold ADSs through a brokerage firm, bank or nominee on May 4, 2017, 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.
2
Table of Contents
Please
note that ADS proxy cards submitted by ADS holders must be received by Citibank, N.A.
no later than 10 a.m. Eastern Standard Time on Wednesday,
June 14, 2017
.
Citibank,
N.A. will collate all votes properly submitted by ADS holders and submit a vote on behalf of all ADS holders.
Contacts for ADS holders
If you have queries about how you can deliver voting instructions, please contact Citibank, N.A.ADR Shareholder Services at tel:
+1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank Shareholder Services,
P.O. Box 43077, Providence, RI 02940-3077.
If
at any point you require guidance, please contact Margaret Henry, Company Secretary, on email: margaret.henry@adaptimmune.com, tel: +44(0)1235 430036 or cell: +44 (0)7710 304249.
What are the requirements to elect the directors and approve each of the proposals?
You may cast your vote for or against proposals 1 through 11 or abstain from voting your shares on one or more of these proposals.
Proposals
1 through 10 will be proposed as ordinary resolutions. Proposal 11 will be proposed as a special resolution. Under English law, assuming that a quorum is present, an ordinary
resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the Meeting and entitled to vote. If
a poll is demanded, 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. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the Meeting and
entitled to vote. On a poll, a special resolution is passed 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.
With
regard to proposals 8 and 9 regarding receipt of our U.K. statutory annual accounts and reports for the year ended December 31, 2016 and approval of our U.K. statutory
directors' annual report on remuneration for the year ended December 31, 2016, the votes on these proposals will not require our Board of Directors or any committee to take any action.
Nonetheless, 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 proposals.
3
Table of Contents
What are the voting recommendations of our Board regarding the election of directors and other
proposals?
The following table summarizes the items that will be brought for a vote of our shareholders at the Meeting, along with the Board's voting
recommendations.
|
|
|
|
|
|
|
|
Proposal
|
|
Description of Proposal
|
|
Board's
Recommendation
|
|
|
1
|
|
Re-election of Barbara Duncan as a director
|
|
|
FOR
|
|
|
2
|
|
Re-election of Giles Kerr as a director
|
|
|
FOR
|
|
|
3
|
|
Re-election of Tal Zaks as a director
|
|
|
FOR
|
|
|
4
|
|
Re-election of Ali Behbahani as a director
|
|
|
FOR
|
|
|
5
|
|
Re-election of Peter Thompson as a director
|
|
|
FOR
|
|
|
6
|
|
Re-appointment of KPMG LLP as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting at which the U.K. statutory accounts and reports are
presented
|
|
|
FOR
|
|
|
7
|
|
Authorization for the Audit Committee to determine our U.K. statutory auditors' remuneration for the fiscal year ended December 31, 2017
|
|
|
FOR
|
|
|
8
|
|
To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2016
|
|
|
FOR
|
|
|
9
|
|
Approval of our U.K. statutory directors' annual report on remuneration, which is set forth in Annex A, for the year ended December 31, 2016
|
|
|
FOR
|
|
|
10
|
|
Authorization for the Board of Directors to allot ordinary shares and rights over ordinary shares up to a maximum aggregate nominal amount of £140,000.
|
|
|
FOR
|
|
|
11
|
|
Authorization for the disapplication of U.K. statutory rights of preemption with respect to the allotment of ordinary shares and rights over ordinary shares referred to in Resolution 10
|
|
|
FOR
|
|
What constitutes a quorum?
For the purposes of the Meeting, a quorum will be present if members holding at least one-third in number of the issued ordinary shares of the
Company and entitled to vote are present in person or represented by proxy at the Meeting.
If
you are an ordinary shareholder of record, your shares will be counted towards the quorum only if you are present in person or represented by proxy at the Meeting. If you are a
beneficial owner of ordinary shares held in an account at a brokerage firm, bank or other similar organization your shares will be counted towards the quorum if your broker or nominee submits a proxy
for those shares and the proxy represents the holder at the Meeting. A member represented by a proxy at the Meeting will be counted towards the quorum requirement even where the proxy abstains from
voting. If a form of proxy does not instruct the proxy how to vote, the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting, but the member represented by that
proxy at the Meeting will be counted towards the quorum requirement. If there is no quorum, the Meeting will stand adjourned to such time, date and place as may be fixed by the chairperson of the
Meeting (being not less than 10 days later), and, if a quorum is not present at the adjourned meeting, the Meeting will be dissolved.
How do I vote my shares?
If you are a "shareholder of record
," you may attend the Meeting in person or you may appoint a
proxy to vote on your behalf:
-
-
By completing and signing the form of proxy and returning it in the envelope provided; or
4
Table of Contents
-
-
By submitting your proxy online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy) to arrive by no later than
11 a.m. London time (6 a.m.
Eastern Standard Time) on Monday, June 19, 2017.
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.
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.
How will my shares 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 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 Meeting.
Can I change my vote or revoke a proxy?
A registered shareholder can revoke his or her proxy before the time of voting at the Meeting in several ways by:
-
(1)
-
mailing
a revised form of proxy dated later than the prior form of proxy;
-
(2)
-
voting
in person at the Meeting; or
-
(3)
-
notifying
our Company Secretary in writing that you are revoking your proxy. Your revocation must be received before the Meeting to be effective.
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 or by your broker, bank or other nominee validly appointing you as proxy to attend at the Meeting. See also "What if I plan to attend the Meeting?"
Who counts the votes?
Computershare Investor Services PLC ("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 directly submit your proxy online to Computershare at www.investorcentre.co.uk/eproxy
(see instructions on form of proxy).
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?
Votes will be counted by Computershare, who will separately count "for" and "against" votes, and "votes withheld" or abstentions.
5
Table of Contents
How many votes do I have?
On a show of hands, each ordinary shareholder of record present in person, and each duly authorised representative present in person of a
shareholder that is a corporation, has one vote. On a show of hands, each proxy present in person who has been duly appointed by one or more shareholders has one vote, but a proxy has one vote for and
one vote against a resolution if, in certain circumstances, the proxy is instructed by more than one shareholder to vote in different ways on a resolution. On a poll, each shareholder present in
person or by proxy or (being a corporation) by a duly authorised representative has one vote for each share held by the shareholder.
What if I plan to attend the Meeting?
Attendance at the Meeting will be limited to ordinary shareholders of record and beneficial owners of ordinary shares as of 5 p.m. London
time (12 noon Eastern Standard Time) on Monday, June 19, 2017. In order to obtain admittance to the Meeting 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.
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 their expenses in sending materials, including ADS proxy cards, to ADS
holders of record.
What do I do if I receive more than one notice or form of proxy?
If you hold your ordinary shares in more than one account, you will receive a form of proxy for each account. To ensure that all of your shares
are voted, please sign, date and return all forms of proxy. Please be sure to vote all of your shares.
Will there be any other business conducted at the Meeting?
No. In accordance with our Articles of Association, no matters other than proposals 1 through 11 may be presented at this Meeting. We have not
been notified of, and our Board is not aware of, any other matters to be presented for action at the Meeting.
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) 370 702 0000 or by writing to Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, England.
Communications
concerning ADS holder of record accounts can be handled by contacting Citibank, N.A.ADR Shareholder Services at tel: +1-877-248-4237 (toll free within the
United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank Shareholder Services, P.O. Box 43077, Providence, RI
02940-3077.
6
Table of Contents
How can I find out the results of the voting at the Meeting?
Voting results will be announced by the filing of a current report on Form 8-K within four business days after the Meeting. 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 day the final results are available.
What are the implications of being an "emerging growth company"?
We are an "emerging growth company" as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply
with certain reduced public company reporting requirements. As a result of this election we are providing in this 2017 Proxy Statement the scaled disclosure permitted for emerging growth companies,
including the scaled executive compensation disclosure. In addition, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our Named Executive Officers
(as defined herein) or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year
(a) following May 11, 2020, the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least
$1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds
$700 million as of the prior June 30
th
, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior
three-year period.
Directions to Meeting
Directions to our Meeting, which is to be held at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX, are available at:
www.adaptimmune.com
7
Table of Contents
ELECTION OF DIRECTORS
Our Board of Directors currently consists of nine directors.
Our
Articles of Association require that those directors who were appointed since our 2016 Annual General Meeting must retire from office and offer themselves for re-election.
Accordingly, Ms. Barbara Duncan, Mr. Giles Kerr and Dr. Tal Zaks, will retire from office and offer themselves for re-election by our shareholders at the 2017 AGM.
Additionally,
our Articles of Association require one-third (or such number nearest to but not exceeding one-third) of our remaining directors who are subject to retirement by rotation
to retire from office at each annual general meeting effective from the 2016 Annual General Meeting, commencing with the longest-serving directors. In the case of equal tenure, retirement is by
agreement. Of the six
directors subject to retirement by rotation, Dr. Ali Behbahani and Dr. Peter Thompson, will, on this occasion, retire from office and stand for re-election by our shareholders.
Having
carried out an evaluation of the individual performance of each of Ms. Duncan, Mr. Kerr, Dr. Zaks, Dr. Behbahani and Dr. Thompson, with the
support of the Corporate Governance and Nominating Committee, the Board is satisfied that their performance continues to be effective and that they continue to demonstrate commitment to their roles.
The Board considers that it is entirely appropriate for of each of Ms. Duncan, Mr. Kerr, Dr. Zaks, Dr. Behbahani and Dr. Thompson, to seek re-election at the AGM.
Each
of the above directors has been nominated for re-election and no other nominees for directors have been presented. Therefore, it is anticipated that following the AGM, if all of the
above directors are re-elected, the Board of Directors will be comprised of nine members.
In
connection with proposals 1 through 5, we set forth the biographical information for the nominees to our Board of Directors. For biographical information for the other directors see
Board of Directors and Corporate
Governance
.
8
Table of Contents
PROPOSAL 1RE-ELECTION OF BARBARA DUNCAN TO THE BOARD OF DIRECTORS
Ms. Barbara Duncan is currently a member of our Board of Directors and has been nominated for re-election as a director. If elected, she
will hold office from the date of her election until the next annual general meeting of shareholders where she must retire by rotation and offer herself for re-election, or until her earlier death,
resignation or removal. Ms. Duncan has agreed to serve if elected, and we have no reason to believe that she will be unable to serve.
Ms. Duncan,
52, has served as a Non-Executive Director since June 2016 and also serves as a member of our Audit Committee. She has over 15 years of experience in the life
sciences industry and served as Chief Financial Officer and Treasurer at Intercept Pharmaceuticals, Inc. (NASDAQ: ICPT) from 2009 to 2016 and as Chief Financial Officer and then Chief Executive
Officer at DOV Pharmaceuticals, Inc.
from 2001 to 2009. Prior to joining DOV, Ms. Duncan served as Vice President of Corporate FinanceGlobal Healthcare at Lehman Brothers Inc. from 1998 to 2001, and as Director
of Corporate Finance at SBC Warburg Dillon Read Inc. from 1994 to 1998. She also worked for PepsiCo, Inc. from 1989 to 1992 in its international audit division, and was a certified
public accountant in the audit division of Deloitte & Touche LLP from 1986 to 1989. Ms. Duncan currently serves as a director for public companies Aevi Genomic Medicine (NASDAQ:
GNMX), Jounce Therapeutics, Inc. (NASDAQ: JNCE), Innoviva, Inc. (NASDAQ: INVA) and ObsEva SA (NASDAQ: OBSV). She holds an MBA from the Wharton School of the University of
Pennsylvania and a Bachelor of Business Administration from Louisiana State University.
Our
Board of Directors believes Ms. Duncan's qualifications to serve as a member of our board include her financial expertise, her extensive experience in the healthcare industry
and her years of experience in her leadership roles as a director and executive officer.
Based
on her extensive experience as a senior executive and member of the board of directors of public companies in the pharmaceutical and healthcare sectors, as well as her substantial
background as a public company chief financial officer, our Corporate Governance and Nominating Committee concluded that Ms. Duncan should be nominated for re-election to our Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RE-ELECTION OF BARBARA DUNCAN TO THE BOARD OF DIRECTORS
9
Table of Contents
PROPOSAL 2RE-ELECTION OF GILES KERR TO THE BOARD OF DIRECTORS
Mr. Giles Kerr is currently a member of our Board of Directors and has been nominated for re-election as a director. If elected, he will
hold office from the date of his election until the next annual general meeting of shareholders where he must retire by rotation and offer himself for re-election, or until his earlier death,
resignation or removal. Mr. Kerr has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Mr. Kerr,
57, has served as a Non-Executive Director since November 2016 and also serves as a member of our Audit Committee and of our Corporate Governance and Nominating
Committee. He has substantial commercial and financial experience gained from service on numerous public and private company boards and as an audit partner. Mr. Kerr has served as Director of
Finance of the University of Oxford since 2005. He also currently serves as a Board member and Audit Committee member of public companies BTG plc (LSE: BTG), Paypoint plc
(LSE: PAY) and Senior plc (LSE: SNR) as well as on the boards of several private companies, including Quanta Dialysis Technologies Ltd, Oxford Sciences
Innovation plc and Oxford Capital Fund. Mr. Kerr previously served in roles of increasing seniority at Amersham plc since 1990, including as Chief Financial Officer and a Board
member from 1997 to 2004, when the company was acquired by GE Healthcare, and as a director of Victrex plc and of Elan Corporation Inc. Prior to his role at Amersham, Mr. Kerr was
a National Partner with Arthur Andersen. He is a Fellow of the Institute of Chartered Accountants of England and Wales and holds a B.A. degree in Economics from the University of York, U.K. Our Board
of Directors believes Dr. Kerr's qualifications to serve as a member of our board include his financial expertise, his extensive experience in the healthcare industry and his years of
experience in his leadership roles as a director and executive officer.
Based
on his extensive experience as a senior executive and member of the board of directors of numerous public companies in the pharmaceutical and healthcare sectors, as well as his
substantial background as a public company chief financial officer, the Corporate Governance and Nominating Committee concluded that Mr. Kerr is qualified to serve on our Board of Directors.
Mr. Kerr recused himself from the Corporate Governance and Nominating Committee's deliberations concerning his nomination.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RE-ELECTION OF GILES KERR TO THE BOARD OF DIRECTORS
10
Table of Contents
PROPOSAL 3RE-ELECTION OF TAL ZAKS TO THE BOARD OF DIRECTORS
Dr. Tal Zaks is currently a member of our Board of Directors and has been nominated for re-election as a director. If elected, he will
hold office from the date of his election until the next annual general meeting of shareholders where he must retire by rotation and offer himself for
re-election, or until his earlier death, resignation or removal. Dr. Zaks has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Dr. Zaks,
51, has served as a Non-Executive Director since November 2016 and also serves as a member of our Remuneration Committee. He has substantial research, development and
commercialization experience gained from service in industry and academia. Dr. Zaks has served as the Chief Medical Officer of Moderna Therapeutics, Inc. since March 2015. He previously
served as Senior Vice President and Head of Global Oncology at Sanofi Inc, where he was responsible for all aspects of oncology drug discovery, development and commercialization. Dr. Zaks began
his industry career at GlaxoSmithKline in the genetics research group, where he built the oncology translational medicine team and led translational research on lapatinib as well as the in-licensing
and clinical development of foretinib. In addition to his industry work, Dr. Zaks is an Adjunct Associate Professor of Medicine at the University of Pennsylvania and has served as a volunteer
physician at the Philadelphia Veterans Administration Medical Center, treating patients with genitourinary cancers. Dr. Zaks received his M.D. and Ph.D. degrees from the Ben Gurion University
in Israel and conducted post-doctoral research at the U.S. National Institutes of Health. He completed his clinical training in internal medicine at Temple University Hospital followed by a fellowship
in medical oncology at the University of Pennsylvania. Our Board of Directors believes Dr. Zaks' qualifications to serve as a member of our board include his extensive experience in the
biopharmaceutical industry and his years of experience in his leadership roles as an executive officer.
Based
on his extensive experience as a senior executive in the pharmaceutical and healthcare sectors, the Corporate Governance and Nominating Committee concluded that Dr. Zaks is
qualified to serve on our Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RE-ELECTION OF TAL ZAKS TO THE BOARD OF DIRECTORS
11
Table of Contents
PROPOSAL 4RE-ELECTION OF ALI BEHBAHANI TO THE BOARD OF DIRECTORS
Dr. Ali Behbahani is currently a member of our Board of Directors and has been nominated for re-election as a director. If elected, he
will hold office from the date of his election until the next annual general meeting of shareholders where he must retire by rotation and offer himself for re-election, or until his earlier death,
resignation or removal. Dr. Behbahani has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Dr. Behbahani,
40, has served as a Non-Executive Director since February 2015 and also serves as a member of our Corporate Governance and Nominating Committee. He formerly served
as a Non-Executive Director of Adaptimmune Limited since September 2014, initially in a capacity as a nominee of New Enterprise Associates ("NEA"), one of our shareholders. Dr. Behbahani has
been a Partner on the healthcare team at NEA since 2013, having worked for the fund since 2007, specializing in investments in the biopharmaceutical, medical device, specialty pharmaceutical and
healthcare services sectors. He is also currently a member of the board of directors of Nevro Corp. and CRISPR Therapeutics AG. He also serves on the board of directors of several private companies,
including Solace Therapeutics, Inc., ClarVista Medical, Inc. and NKarta, Inc. He has previously worked as a consultant in business development at The Medicines Company and held
positions as a Venture Associate at Morgan Stanley Venture Partners from 2000 to 2002 and as a Healthcare Investment Banking Analyst at Lehman Brothers from 1998 to 2000. Dr. Behbahani
conducted basic science research in the fields of viral fusion inhibition and structural proteomics at the National Institutes of Health and at Duke University. He holds an M.D. degree from The
University of Pennsylvania School of Medicine and an MBA from the Wharton School of the University of Pennsylvania. Our Board of Directors believes Dr. Behbahani's qualifications to serve as a
member of our board include his financial expertise, his experience as a venture capital investor, his extensive experience in the healthcare industry and his years of experience in his leadership
roles as a director and executive officer.
Based
on his extensive experience as a senior executive and board member in the pharmaceutical and healthcare sectors, the Corporate Governance and Nominating Committee concluded that
Dr. Behbahani is qualified to serve on our Board of Directors. Dr. Behbahani recused himself from the Corporate Governance and Nominating Committee's deliberations concerning his
nomination.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RE-ELECTION OF ALI BEHBAHANI TO THE BOARD OF DIRECTORS
12
Table of Contents
PROPOSAL 5RE-ELECTION OF PETER THOMPSON TO THE BOARD OF DIRECTORS
Dr. Peter Thompson is currently a member of our Board of Directors and has been nominated for re-election as a director. If elected, he
will hold office from the date of his election until the next annual general meeting of shareholders where he must retire by rotation and offer himself for re-election, or until his earlier death,
resignation or removal. Dr. Thompson has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Dr. Thompson,
57, has served as a Non-Executive Director since February 2015 and also serves as a member of our Remuneration Committee. He formerly served as a Non-Executive
Director of Adaptimmune Limited since September 2014, initially in his capacity as a nominee of OrbiMed Private Investments V, L.P. ("OrbiMed"), one of our shareholders. Dr. Thompson is
currently a Private Equity Partner with OrbiMed who brings over 25 years of industry experience. He co-founded and was Chief Executive Officer of Trubion Pharmaceuticals from 2002 to 2009
(NASDAQ: TRBN), co-founded Cleave BioSciences and Corvus Pharmaceuticals (NASDAQ:CRVS), and was previously an executive of Chiron Corporation and Becton Dickinson. Dr. Thompson also serves as a
Director on several public and private company Boards including Cardioxyl Pharmaceuticals, Inc., Cleave Biosciences, PMV Pharmaceuticals, Inc., Principia BioPharma, ProNai
Therapeutics, Inc., Response BioMedical Corp, and OxOnc Development Inc. He is also an Ernst & Young Entrepreneur of the Year awardee and an Affiliate Professor of Neurosurgery at
the University of Washington. He is the inventor on numerous patents, is a board-certified internist and oncologist and was on the staff at the National Cancer Institute following his internal
medicine training at Yale University. Our Board of Directors believes Dr. Thompson's qualifications to serve as a member of our board include his financial expertise, his experience as a
venture capital investor, his extensive experience in the pharmaceutical industry and his years of experience in his leadership roles as a director and executive officer.
Based
on his extensive experience as a senior executive in the pharmaceutical and healthcare sectors, and his financial expertise and experience as a venture capital investor, the
Corporate Governance and Nominating Committee concluded that Dr. Thompson is qualified to serve on our Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RE-ELECTION OF PETER THOMPSON TO THE BOARD OF DIRECTORS
13
Table of Contents
PROPOSAL 6RE-APPOINTMENT OF KPMG LLP AS OUR U.K. STATUTORY AUDITORS
UNDER THE U.K. COMPANIES ACT 2006, TO HOLD OFFICE UNTIL THE CONCLUSION OF
THE NEXT GENERAL MEETING AT WHICH THE U.K. STATUTORY ACCOUNTS ARE
PRESENTED
PROPOSAL 7AUTHORIZATION FOR THE AUDIT COMMITTEE TO DETERMINE THE U.K.
STATUTORY AUDITORS' REMUNERATION
Proposal 6 seeks your approval of the re-appointment of KPMG LLP to serve as our U.K. statutory auditor, to hold office until the
conclusion of the next general meeting at which the U.K. statutory accounts are presented to you. In the event this proposal does not receive the affirmative vote of the holders of a majority of the
shares entitled to vote and present in person or represented by proxy at the Meeting, the Board of Directors may appoint an auditor to fill the vacancy.
Proposal
7 authorizes the Audit Committee to determine our U.K. statutory auditors' remuneration.
THE BOARD OF DIRECTORS AND AUDIT COMMITTEE RECOMMEND A VOTE
FOR
:
-
-
PROPOSAL 6 TO RE-APPOINT KPMG LLP AS OUR U.K. STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006, TO HOLD
OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING AT WHICH OUR STATUTORY ACCOUNTS ARE PRESENTED
-
-
PROPOSAL 7 TO AUTHORIZE OUR AUDIT COMMITTEE TO DETERMINE OUR U.K. STATUTORY AUDITORS'
REMUNERATION
14
Table of Contents
PROPOSAL 8RESOLUTION TO RECEIVE THE COMPANY'S U.K. STATUTORY ANNUAL
ACCOUNTS AND REPORTS
At the Meeting, our Board of Directors will present our U.K. statutory annual accounts and reports for the period January 1, 2016 through
December 31, 2016, which includes the audited portion of the directors' annual report on remuneration. We will provide our shareholders with an opportunity to receive the U.K. statutory annual
accounts and reports to raise questions in relation to them.
THE BOARD OF DIRECTORS AND AUDIT COMMITTEE RECOMMEND A VOTE
FOR
THE RESOLUTION TO RECEIVE THE COMPANY'S U.K. STATUTORY ANNUAL ACCOUNTS AND
REPORTS
15
Table of Contents
PROPOSAL 9APPROVAL OF OUR U.K. STATUTORY DIRECTORS' ANNUAL REPORT ON
REMUNERATION
Our U.K. statutory directors' remuneration report is set forth as
Annex A
to this proxy
statement. The directors' remuneration report includes the annual report on remuneration. This document describes in detail our remuneration policies and procedures and explains how these policies and
procedures help to achieve our compensation objectives with regard to our directors and the retention of high-quality directors. Our 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 Board of Directors has approved and signed the report in accordance with English law.
At
the Meeting, the shareholders will vote on the annual report on remuneration. This vote is advisory and non-binding. 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 Meeting, and as required under English law, the directors'
annual report on remuneration will be delivered to the U.K. Registrar of Companies.
THE BOARD RECOMMENDS YOU VOTE
FOR
APPROVAL OF OUR U.K. STATUTORY DIRECTORS' ANNUAL REPORT ON REMUNERATION
SET FORTH IN ANNEX A
16
Table of Contents
BACKGROUND TO PROPOSALS 10 AND 11
Pursuant to the U.K. Companies Act 2006, our Board of Directors may only allot ordinary shares or grant rights over ordinary shares if
authorized to do so by our shareholders. If so authorized, the U.K. Companies Act 2006 requires us, where the allotment is for cash, to offer them in the first instance to our existing ordinary
shareholders in proportion to their holdings, unless the shareholders have sanctioned the disapplication of their statutory rights of pre-emption in respect of such allotment or grant of rights.
Our
Board of Directors anticipates that there may be occasions when they need flexibility to finance business opportunities and growth, or otherwise act in the best interests of the
Company, by the issuance of ordinary shares or rights over ordinary shares without a pre-emptive offer to existing shareholders. To ensure our continued ability to respond to market conditions and
address business needs, our Board of Directors considers it appropriate that they be granted additional authority to allot ordinary shares or grant rights over ordinary shares up to an aggregate
nominal amount of £140,000.00 on a non-preemptive basis. These authorities will replace all of the existing authorities granted by our shareholders.
These
proposals are fully compliant with U.K. company law, consistent with U.S. capital markets practice and governance standards, and if approved, will keep us on an equal footing with
our peer
companies who are incorporated in the U.S.A. We are asking you to approve these proposals to allow us to continue to execute on our business and growth strategy in a timely and competitive manner.
The
full details of the proposals are set forth below.
17
Table of Contents
PROPOSAL 10AUTHORIZATION OF ALLOTMENT OF SHARES
Under the U.K. Companies Act 2006, our Board of Directors cannot allot shares in the Company (other than pursuant to an employee share scheme)
unless they are authorised to do so by the Company in general meeting. The Directors currently have an existing authority to allot shares in the Company and to grant rights to subscribe for or convert
securities into shares in the Company. This authority was granted to the Directors on December 17, 2015 and was in respect of a maximum aggregate nominal amount of £150,000.00,
which represented approximately 35% of the then issued ordinary share capital of the Company, and it remains unexercised in respect of approximately 1.32% of the Company's issued ordinary share
capital. Resolution 10 is an ordinary resolution to seek a new authority, which will replace the existing authority.
Resolution
10 proposes that the Directors are granted authority to allot new shares or to grant rights to subscribe for or to convert any security into shares in the Company up to a
maximum aggregate nominal amount of £140,000.00. This amount represents approximately [ ]% of the issued ordinary share capital of the Company as of
April 26, 2017. If approved by shareholders, this authority will run for five years and will expire on June 20, 2022.
The
Directors have no present intention of exercising this authority, except in relation to the Company's share incentive schemes, but believe it is in the interests of shareholders for
the Directors to have this flexibility to allot shares otherwise than just in relation to the Company's share incentive schemes should circumstances and their intentions change.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE APPROVAL OF PROPOSAL 10
PROPOSAL 11DISAPPLICATION OF PRE-EMPTION RIGHTS
This Resolution seeks a disapplication of pre-emption rights for cash issues of up to a certain proportion of the Company's issued ordinary
share capital. Our Board of Directors currently has a power to allot shares as if the rights of pre-emption applicable under the U.K. Companies Act did not apply for cash issues. This power was
granted to the Directors pursuant to shareholder resolutions passed on December 17, 2015 and was in respect of a maximum aggregate nominal amount of £150,000.00, which represented
approximately 35% of the then issued ordinary share capital of the Company, and it remains unexercised in respect of approximately 1.32% of the Company's issued ordinary share capital.
The
Directors have decided to seek to renew the disapplication of pre-emption rights for cash issues to replace the existing power. This Resolution will, if passed, give the Directors
power, pursuant to the authority to allot granted by Resolution 10, to allot equity securities for cash without first offering them to existing shareholders in proportion to their existing holdings
(a) in relation to pre-emptive offers and offers to holders of other equity securities if required by the rights of those securities or, subject to those rights, as the Directors otherwise
consider necessary and (b) in any other case, up to an aggregate maximum nominal amount of £140,000.00 which represents approximately [ ]% of
the Company's issued ordinary share capital as of April 26, 2017.
This
Resolution will be required to be passed as a special resolution and, if passed, this power will expire at the end of the AGM of the Company to be held in 2019.
The
Directors have no present intention of exercising this power, except in relation to the Company's share incentive schemes, but believe it is in the interests of shareholders for the
Directors to have this flexibility to allot shares for cash otherwise than just in relation to the Company's share incentive schemes should circumstances and their intentions change.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE APPROVAL OF PROPOSAL 11
18
Table of Contents
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD OF DIRECTORS
Directors
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
David M. Mott
|
|
|
51
|
|
Chairman of the Board of Directors
|
Lawrence M. Alleva
|
|
|
67
|
|
Non-Executive Director
|
Ali Behbahani, M.D.
|
|
|
40
|
|
Non-Executive Director
|
Barbara Duncan
|
|
|
52
|
|
Non-Executive Director
|
Giles Kerr
|
|
|
57
|
|
Non-Executive Director
|
Elliott Sigal, Ph.D, M.D.
|
|
|
65
|
|
Non-Executive Director
|
Peter Thompson, M.D.
|
|
|
57
|
|
Non-Executive Director
|
Tal Zaks, Ph.D, M.D.
|
|
|
51
|
|
Non-Executive Director
|
James Noble
|
|
|
58
|
|
Chief Executive Officer and Director
|
Our
Board of Directors currently consists of nine directors. The biographical information for Barbara Duncan, Giles Kerr, Dr. Tal Zaks, Dr. Ali Behbahani and
Dr. Peter Thompson, the nominees to our Board of Directors, is provided in "Proposal 1Re-Election of Barbara Duncan to the Board of Directors", "Proposal 2Re-Election
of Giles Kerr to the Board of Directors", "Proposal 3Re-Election of Tal Zaks to the Board of Directors", "Proposal 4Re-Election of Ali Behbahani to the Board of Directors"
and "Proposal 5Re-Election of Peter Thompson to the Board of Directors" respectively.
Below
is biographical information for those directors who are not standing for re-election at this Meeting and who will remain seated following the Meeting.
David M. Mott
has served as our Chairman since January 2017 and as a Board member since February 2015. He also serves as Chairman of our
Remuneration Committee and of our Corporate Governance and Nominating Committee. Mr. Mott formerly served as a Non-Executive Director of Adaptimmune Limited since September 2014, initially in a
capacity as a nominee of NEA, one of our shareholders. Mr. Mott has served as a General Partner of NEA, an investment firm focused on venture capital and growth equity investments, since 2008,
and leads its healthcare investing practice. He was formerly President and Chief Executive Officer of MedImmune LLC, a subsidiary of AstraZeneca Plc, and Executive Vice President of
AstraZeneca Plc. From 1992 to 2008, Mr. Mott worked at MedImmune and served in roles including Chief Operating Officer, Chief Financial Officer, President and Chief Executive Officer.
Prior to joining MedImmune, Mr. Mott was a Vice President in the Health Care Investment Banking Group at Smith Barney, Harris Upham & Co., Inc. He is currently a member of
the board of directors of Ardelyx, Epizyme and Tesaro, as well as several private companies, including 3-V Biosciences and Cydan, and has previously served on numerous public and private company
boards in the biopharmaceutical industry, including Shire Pharmaceuticals, Ambit Pharmaceuticals, Onthera Pharmaceuticals, Prosensa Holding BV, Zyngenia and Conceptis. Mr. Mott received
a bachelor of arts degree from Dartmouth College. Our Board of Directors believes Mr. Mott's qualifications to serve as a member of our board include his financial expertise, his experience as
a venture capital investor, his extensive experience in the pharmaceutical industry and his years of experience in his leadership roles as a director and executive officer.
James Noble
has served as our full-time Chief Executive Officer since March 2014 and part-time CEO from July 2008 to March 2014 and is one
of our co-founders. From July 2008 until March 2014, Mr. Noble was also part-time CEO of Immunocore Limited. Mr. Noble has 24 years of experience in the biotech industry. He has
held numerous non-executive director positions including at CuraGen Corporation, PowderJect Pharmaceuticals plc, Oxford GlycoSciences plc, MediGene AG, and Advanced Medical
Solutions plc. Mr. Noble is also Deputy Chairman of GW Pharmaceuticals plc
19
Table of Contents
(NASDAQ: GWPH).
Mr. Noble qualified as a chartered accountant with PwC and spent seven years at the investment bank Kleinwort Benson Limited, where he became a director in 1990. He then
joined British Biotech plc as Chief Financial Officer from 1990 to 1997. Mr. Noble was previously Chief Executive Officer of Avidex Limited, a privately held biotechnology company that
was our predecessor, from 2000 to 2006. Mr. Noble holds an MA from the University of Oxford. Our Board of Directors believes Mr. Noble's qualifications to serve as a member of our board
include his financial expertise, his extensive experience in the biopharmaceutical industry and his years of experience in his leadership roles as a director and executive officer.
Lawrence M. Alleva
has served as a Non-Executive Director since March 2015 and also serves as Chairman of our Audit Committee.
Mr. Alleva is a former partner with PricewaterhouseCoopers LLP (PwC), where he worked for 39 years from 1971 until his retirement in June 2010, including 28 years' service
as a partner. Mr. Alleva worked with numerous pharmaceutical and biotechnology companies as clients and, additionally, served PwC in a variety of office, regional and national practice
leadership roles, most recently as the U.S. Ethics and Compliance Leader for the firm's Assurance Practice from 2006 until 2010. Mr. Alleva currently serves as a director for public companies
Tesaro Inc. (NASDAQ: TSRO), Bright Horizons Family Solutions Inc. (NYSE: BFAM) and Mirna Therapeutics Inc. (NYSE: MIRN), and chairs the audit committee for those
companies. He previously served on the board of GlobalLogic, Inc. through the sale of the company in 2013 and also chaired the audit committee. Mr. Alleva is a Certified Public
Accountant (inactive). He received a B.S. degree in Accounting from Ithaca College and attended Columbia University's Executive MBA non-degree program. Our Board of Directors believes
Mr. Alleva's qualifications to serve as a member of our board include his financial expertise, his extensive experience working with public companies on corporate finance and accounting matters
as a Certified Public Accountant (inactive), his experience serving as a director on other corporate boards and his experience in a senior leadership role at PwC.
Elliott Sigal
has served as a Non-Executive Director since February 2015 and also serves as a member of our Corporate Governance and
Nominating Committee. He formerly served as a Non-Executive Director of Adaptimmune Limited since September 2014. Dr. Sigal is a former Executive Vice President and member of the Board of
Directors of Bristol-Myers Squibb. He joined BMS in 1997 as head of Applied Genomics, went on to head Discovery Research followed by clinical development and ultimately served as Chief Scientific
Officer and President of R&D from 2004 until 2013. Dr. Sigal serves as a board member for the Mead Johnson Nutrition Company, Spark Therapeutics and the Melanoma Research Alliance. He also
serves as a senior advisor to the healthcare team of NEA and consults for several biotechnology companies. Dr. Sigal holds an M.D. from the University of Chicago and trained in Internal
Medicine and Pulmonary Medicine at the University of California, San Francisco, where he was on faculty from 1988 to 1992. He also holds a B.S., M.S, and Ph.D. in engineering from Purdue University.
Our Board of Directors believes Dr. Sigal's qualifications to serve as a member of our board include his extensive experience in the pharmaceutical industry and his years of experience in his
leadership roles as a director and executive officer.
CORPORATE GOVERNANCE
Structure of our Board of Directors
The leadership structure of our current Board of Directors separates the positions of Chief Executive Officer and Chairman of the Board in order
to ensure independent leadership of the Board. Our Board believes that this separation is appropriate for the Company at this time because it allows for a division of responsibilities, with our CEO
focused on leading the Company while the Chairman can focus on leading the Board in overseeing management, and for a sharing of ideas between individuals having different perspectives.
20
Table of Contents
Independence of our Board of Directors
Our Board of Directors has determined that all of our directors, other than James Noble, qualify as "independent" directors in accordance with
the independence requirements under the applicable listing standards of The NASDAQ Global Market as well as applicable rules promulgated by the SEC. Mr. Noble is not considered independent
because he is an employee of the Company.
Our
Board of Directors has made a subjective determination as to each independent director that no relationships exist that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.
Our
independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All of the committees of our Board of Directors are comprised
entirely of directors determined by the Board of Directors to be independent.
Committees of our Board of Directors
Our Board of Directors has three standing committees: the Audit Committee; the Remuneration Committee; and the Corporate Governance and
Nominating Committee. The charters for each of these committees can be found on our website at http://www.adaptimmune.com
|
|
|
|
|
|
|
Name
|
|
Audit
|
|
Remuneration
|
|
Corporate
Governance
and Nominating
|
David M. Mott
|
|
|
|
Chair
|
|
Chair
|
Lawrence M. Alleva
|
|
Chair
|
|
|
|
|
Ali Behbahani, M.D.
|
|
|
|
|
|
X
|
Barbara Duncan
|
|
X
|
|
|
|
|
Giles Kerr
|
|
X
|
|
|
|
X
|
Elliott Sigal, Ph.D, M.D.
|
|
|
|
|
|
X
|
Peter Thompson, M.D.
|
|
|
|
X
|
|
|
Tal Zaks, Ph.D, M.D.
|
|
|
|
X
|
|
|
Audit Committee
Our Audit Committee is currently composed of Mr. Alleva, Ms. Duncan and Mr. Kerr, with Mr. Alleva serving as
chairman of the committee. Our Board of Directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the
applicable listing standards of The NASDAQ Global Market. Our Board of Directors has determined that each of Mr. Alleva, Ms. Duncan and Mr. Kerr is an "audit committee financial
expert" within the meaning of SEC regulations and the applicable listing standards of The NASDAQ Global Market. The Audit Committee held eight meetings during 2016. The Audit Committee's
responsibilities include:
-
-
overseeing and reviewing our internal controls, accounting policies and financial reporting and provide a forum through which our independent
registered public accounting firm reports;
-
-
meeting at least once a year with our independent registered public accounting firm without executive Board members present;
21
Table of Contents
-
-
overseeing the activities of our independent registered public accounting firm, including their appointment, reappointment or removal, as well
as monitoring of their objectivity and independence;
-
-
considering the fees paid to the independent registered public accounting firm and determine whether the fee levels for non-audit services,
individually and in aggregate, relative to the audit fee are appropriate to enable an effective and high quality audit to be conducted; and
-
-
maintaining oversight over related person transactions to ensure that they are appropriately disclosed and to make recommendations to the Board
of Directors regarding authorization, and for considering noteworthy questions of possible conflicts of interest involving directors.
Remuneration Committee
Our Remuneration Committee is currently composed of Mr. Mott, Dr. Thompson and Dr. Zaks, with Mr. Mott serving as
chairman of the committee. Our Board of Directors has determined that each member of the Remuneration Committee is "independent" as defined under the applicable listing standards of The NASDAQ Global
Market. The Remuneration Committee held five meetings during 2016. The Remuneration Committee's responsibilities include:
-
-
reviewing corporate goals and objectives relevant to the compensation of our senior executive officers and making recommendations concerning
such objectives to the Board of Directors;
-
-
appointing, compensating and overseeing the work of any compensation consultant or other advisor retained by the Remuneration Committee;
-
-
reviewing the performance of our senior executive officers and our Chief Executive Officer who is our sole executive director;
-
-
setting the policy for the remuneration of the senior executive officers and executive directors and the basis of their service and employment
agreements with due regard to the interests of the shareholders;
-
-
reviewing and approving the compensation of our senior executive officers other than our Chief Executive Officer;
-
-
making recommendations to the Board of Directors with respect to the compensation of the Chief Executive Officer and the Non-Executive
Directors;
-
-
determining the allocation of awards under our share option schemes to our senior executive officers, making recommendations to the Board of
Directors with respect to the allocation of option awards to our Chief Executive Officer and setting the overall allocation of option awards to our employees and consultants;
-
-
producing a directors' remuneration policy and an annual directors' remuneration report to be included in our U.K. statutory annual report and
financial statements; and
-
-
producing a remuneration committee report on executive compensation when required by the rules of the SEC to be included in our annual proxy
statement.
No
individual will participate in discussion or decisions concerning his or her own remuneration. None of the members of our Remuneration Committee has at any time during the prior three
years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year
has served, as a member of our Remuneration Committee or the remuneration committee of any entity that has one or more executive officers serving on our Board of Directors.
As
noted above, our Board of Directors has delegated to the Remuneration Committee the authority to determine the remuneration for our executive officers with the exception of our Chief
22
Table of Contents
Executive
Officer who is also our sole executive director. Executive and non-executive director remuneration is recommended by our Remuneration Committee to the Board of Directors for approval. Our
Chief Executive Officer may participate in general discussions with our Remuneration Committee and Board of Directors about these remuneration matters but he does not participate in discussions during
which his individual remuneration is being considered and approved.
In
2016, the Committee retained Willis Towers Watson, a remuneration consultant, to assist the Committee in ensuring that our remuneration arrangements for the Executive Director and
senior executives are competitive for the calendar year commencing January 1, 2017. Willis Towers Watson provided data from comparable publicly traded biopharmaceutical companies and otherwise
assisted the Committee in its design of competitive remuneration for our senior executives. The Committee expects to continue to use remuneration consultants to assist the Committee in determining
competitive levels of executive remuneration and specific design elements of our remuneration program. After review and consultation with Willis Towers Watson, the Committee determined that Willis
Towers Watson is independent and that there is no conflict of interest resulting from retaining Willis Towers Watson currently or in 2017. In reaching these conclusions, our Remuneration Committee
considered the factors set forth in the SEC rules and the applicable listing standards of The NASDAQ Global Market.
The
Committee also retained Radford, an Aon Hewitt company, to conduct market research and analysis and to advise the Committee concerning compensation for our Non-Executive Directors.
As anticipated in our U.K. Directors' Report on Remuneration for the period ended December 31, 2015, we revised our remuneration arrangements for Non-Executive Directors during 2016 to comprise
an award of a fixed number of share options, plus an additional number of share options or cash payment at the director's election. The option awards and cash payments were established at competitive
levels taking into account peer data from comparable companies provided in a benchmarking survey undertaken by Radford. After review and consultation with Radford, the Remuneration Committee
determined that Radford is independent and that there is no conflict of interest resulting from retaining Radford currently or in 2017. In reaching these conclusions, our Remuneration Committee
considered the factors set forth in the SEC rules and the applicable listing standards of The NASDAQ Global Market.
Corporate Governance and Nominating Committee
Our Corporate Governance and Nominating Committee is composed of Mr. Mott, Dr. Behbahani, Mr. Kerr and Dr. Sigal,
with Mr. Mott serving as chairman of the committee. Our Board of Directors has determined that each member of the Corporate Governance and Nominating Committee is "independent" as defined under
the applicable listing standards of The NASDAQ Global Market. The Corporate Governance and Nominating Committee held four meetings during 2016. The Nominating and Corporate Governance Committee's
responsibilities include:
-
-
reviewing the structure, size and composition of the Board of Directors;
-
-
recommending to our Board of Directors individuals to be nominated for election as directors and to each of the committees of our Board;
-
-
supervising the selection and appointment process of directors;
-
-
making recommendations to the Board of Directors with regard to any changes and using an external search consultant if considered appropriate;
-
-
appointing, compensating and overseeing the work of any search firm or other advisor retained by the Committee;
-
-
making final recommendations to the Board of Directors with respect to new appointments, which includes meeting the candidate prior to
approving the appointment;
23
Table of Contents
-
-
overseeing the induction of new directors and providing appropriate training to the Board of Directors during the course of the year in order
to ensure that they have the knowledge and skills necessary to operate effectively; and
-
-
evaluating the performance of the Board of Directors, both on an individual basis and for the Board of Directors as a whole, taking into
account such factors as attendance record, contribution during board meetings and the amount of time that has been dedicated to board matters during the course of the year.
Board Oversight of Risk Management
Our management is primarily responsible for assessing and managing risk, while our Board of Directors is responsible for overseeing management's
execution of its responsibilities. Our Board of Directors is supported by its committees in fulfillment of this responsibility. For example, our Audit Committee focuses on our overall financial risk
by evaluating our internal controls and disclosure policies as well as ensuring the integrity of our financial statements and periodic reports. Our Remuneration Committee strives to create incentives
that encourage an appropriate level of risk-taking consistent with our business strategy. Finally, our Corporate Governance and Nominating Committee ensures that our governance policies and procedures
are appropriate in light of the risks we face. Our Chief Executive Officer, Mr. Noble, serves on our Board of Directors; however, he does not serve as Chairman of the Board of Directors.
Mr. Mott serves as Chairman of the Board of Directors.
Director Nomination Process
The Corporate Governance and Nominating Committee of the Board of Directors reviews possible candidates for the Board and recommends the
nominees for Directors to the Board for approval. The criteria that the Corporate Governance and Nominating and Committee and the Board of Directors look for in determining candidates for election to
the Board, include, among others:
-
-
the highest personal and professional ethics, integrity and values;
-
-
commitment to representing the long-term interests of the Company's shareholders;
-
-
independence under the standards promulgated by The NASDAQ Global Market; and
-
-
ability to dedicate the time and resources sufficient to ensure the diligent performance of his or her duties on our behalf, including
attending all Board of Directors and applicable committee meetings.
Although
we do not have a standalone diversity policy, diversity is among the critical factors that the Board of Directors considers when evaluating its composition. It is the Corporate
Governance and Nominating Committee's policy that the composition of the Board of Directors reflect a range of talents, ages, skills, character, diversity and expertise, particularly in the areas of
accounting and finance, management, domestic and international markets, leadership, corporate governance, and biotechnology and related industries, sufficient to provide sound and prudent guidance
with respect to the operations and interests of the Company. The independent directors of our Board of Directors believe that the current members of the Board of Directors reflect an appropriate
diversity of gender,
age, race, geographical background and experience but are committed to continuing to consider diversity issues in evaluating the composition of the Board of Directors.
The
Nominating and Corporate Governance Committee's policy does not contemplate any disparate treatment of management nominees versus those put forth by our shareholders. To date, the
Committee has worked with Egon Zehnder, an independent global board and executive search firm, to assist in identifying and evaluating potential nominees against role specifications.
24
Table of Contents
Shareholder Recommendations and Nominees
It is the policy of our Board of Directors that the Nominating and Corporate Governance Committee consider 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 Corporate Governance and Nominating Committee by writing to our Company Secretary at the address below, or the Company's
registered office address from time to time, and providing evidence of the shareholder's ownership of our ordinary shares and/or ADSs, the nominee's name, home and business address and other contact
information, as well as the nominee's detailed biographical data and qualifications for board membership, and information regarding any relationships between the recommended candidate and the Company
within the last three fiscal years.
Following
verification of the shareholder status of the person submitting the recommendation, all properly submitted recommendations will be promptly brought to the attention of the
Corporate Governance and Nominating Committee. Shareholders who desire to nominate persons directly for election to the Board at an annual general meeting of shareholders must meet the deadlines and
other requirements set forth under "Additional InformationShareholder Proposals for 2018 Annual General Meeting." Any vacancies on the Board of Directors occurring between our annual
general meetings of shareholders may be filled by persons selected by a majority of the directors then in office, in which case any director so elected will serve until the next annual general meeting
of shareholders when such director will offer himself/herself for re-election, or by persons elected by an ordinary resolution of the shareholders of the Company.
You
may write to the Corporate Governance and Nominating Committee at:
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 http://www.adaptimmune.com. We expect that any amendments to this code or any waivers of its requirements will be disclosed on our website.
Shareholder Communication with the Board of Directors
It is the policy of our Board of Directors to allow shareholders to communicate with its members. Communications may be addressed to the entire
board or to any individual director. All such communications will initially be received and processed by our Company Secretary. Spam, junk mail, advertisements and threatening, hostile, illegal and
similar unsuitable communications will not be delivered to the Board. Shareholders can contact members of the Board Directors by writing care of our Company Secretary at the Company's registered
office address.
25
Table of Contents
DIRECTOR REMUNERATION AND ATTENDANCE
Under our Directors' Remuneration Policy, the Board has the discretion to pay our Non-Executive Directors for their Board and committee service
in the form of cash fees or share options or a mixture of cash fees and share options. Our remuneration arrangements for Non-Executive Directors during 2016 comprised an award of a fixed number of
share options, plus an additional number of share options or cash payment at the director's election. The option awards and cash payments were established at competitive levels taking into account
peer data from comparable companies provided in a benchmarking survey undertaken by Radford consultants and are compliant with the last Directors' Remuneration policy approved by our shareholders.
Our
Non-Executive Directors may earn the following annual cash compensation or they may make an election to receive such compensation in the form of an additional number of share
options.
|
|
|
|
|
|
|
2016 Cash
Compensation
|
|
Board of Directors
|
|
$
|
35,000
|
|
Chairman (additional retainer)
|
|
$
|
27,500
|
|
Audit Committee Chair (additional retainer)
|
|
$
|
15,000
|
|
Remuneration Committee Chair (additional retainer)
|
|
$
|
10,000
|
|
Corporate Governance and Nominating Committee Chair (additional retainer)
|
|
$
|
7,000
|
|
Audit Committee member/non-Chair (additional retainer)
|
|
$
|
7,500
|
|
Remuneration Committee member/non-Chair (additional retainer)
|
|
$
|
5,000
|
|
Corporate Governance and Nominating Committee member/non-Chair (additional retainer)
|
|
$
|
3,500
|
|
All
cash payments are payable monthly in arrears at the end of each month during which such individual served as a director (with prorated payments for service during a portion of such
month). Non-Executive Directors are also entitled to receive reimbursement of expenses incurred in the course of performing services to the Company.
Our
Non-Executive Directors do not receive any pension from the Company nor do they participate in any performance-related incentive plans. Our Non-Executive Directors participate in the
Group's long-term incentive plans on terms similar to those used for our executive directors and officers.
On
joining the Board, Non-Executive Directors are eligible to receive an initial award of share options covering 288,000 of our ordinary shares and, at their election, either cash
compensation, as set forth above, or additional options of equivalent value. All such options vest in three annual installments over three years. Subsequently, all Non-Executive Directors are eligible
to receive an annual award of share options covering 144,000 of our ordinary shares, at their election, and either cash compensation, as set forth above, or additional options of equivalent value. All
options awarded annually are exercisable on the first anniversary of the date of grant.
During
2016, all Non-Executive Directors (except for Barbara Duncan, Giles Kerr and Tal Zaks) were granted an annual award of share options on August 11, 2016. Ms. Duncan,
Mr. Kerr and Dr. Zaks were awarded share options on joining the Board of Directors and relevant committees during 2016.
In
determining option awards, the Board of Directors works within benchmarking guidelines provided by remuneration consultants. All options are granted with an exercise price that is no
lower than the fair market value of an ordinary share on the date prior to the date of grant.
26
Table of Contents
2016 Director Compensation Table
The table below shows the compensation paid to our Non-Executive Directors during the year ended December 31, 2016. The compensation paid
to James Noble, our Chief Executive Officer and an executive director is set forth in "
Executive Compensation
" below.
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees
Earned or
paid in
cash$(1)
|
|
Option
awards($)(2)
|
|
Total ($)
|
|
David M. Mott(3)
|
|
|
|
|
|
141,063
|
|
|
141,063
|
|
Lawrence Alleva(4)
|
|
|
|
|
|
144,945
|
|
|
144,945
|
|
Ali Behbahani(5)
|
|
|
|
|
|
136,016
|
|
|
136,016
|
|
Barbara Duncan(6)
|
|
|
|
|
|
295,099
|
|
|
295,099
|
|
Giles Kerr(7)
|
|
|
7,166
|
|
|
134,489
|
|
|
141,655
|
|
Jonathan Knowles(8)
|
|
|
|
|
|
160,085
|
|
|
160,085
|
|
Ian Laing(9)
|
|
|
17,209
|
|
|
106,123
|
|
|
123,332
|
|
Elliott Sigal(10)
|
|
|
|
|
|
136,016
|
|
|
136,016
|
|
Peter Thompson(11)
|
|
|
|
|
|
137,180
|
|
|
137,180
|
|
Tal Zaks(12)
|
|
|
5,217
|
|
|
134,489
|
|
|
139,706
|
|
-
(1)
-
The
fees paid to Mr. Kerr and Mr. Laing were denominated in pounds sterling. For purposes of this table, the 2016 amounts paid to those Directors have
been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2016(£1/$1.233). All fees paid represent pro-rata amounts as Mr. Kerr joined
the Board on November 1, 2016, Dr. Zaks joined the Board on November 16, 2016 and Mr. Laing was paid effective from August 11, 2016 and stood down from the Board on
December 31, 2016.
-
(2)
-
See
Item 7"Share based compensation" and Note 2 (r) and Note 10 "Share based compensation" to our audited consolidated
financial statements, in our Form 10-K for an explanation of the assumptions used in the calculation of these amounts.
-
(3)
-
Mr. Mott
received an annual option award covering 191,410 ordinary shares on August 11, 2016.
-
(4)
-
Mr. Alleva
received an annual option award covering 196,678 ordinary shares on August 11, 2016.
-
(5)
-
Dr. Behbahani
received an annual option award covering 184,562 ordinary shares on August 11, 2016.
-
(6)
-
Ms. Duncan
received an initial option award covering 332,776 ordinary shares on June 23, 2016.
-
(7)
-
Mr. Kerr
received an initial option award covering 288,000 ordinary shares on November 29, 2016.
-
(8)
-
Dr. Knowles
received an annual option award covering 217,222 ordinary shares on August 11, 2016.
-
(9)
-
Mr. Laing
received an annual option award covering 144,000 ordinary shares on August 11, 2016.
-
(10)
-
Dr. Sigal
received an annual option award covering 184,562 ordinary shares on August 11, 2016.
27
Table of Contents
-
(11)
-
Dr. Thompson
received an annual option award covering 186,142 ordinary shares on August 11, 2016.
-
(12)
-
Dr. Zaks
received an initial option award covering 288,000 ordinary shares on November 29, 2016.
In
2016, our Board of Directors met 14 times. With the exception of Ms. Duncan, Mr. Kerr and Dr. Zaks, all of our directors attended a minimum of 75% of the meetings
of our Board of Directors and its committees in 2016. Ms. Duncan was first appointed in late June and has attended six meetings in 2016. Mr. Kerr was appointed on
November 1, 2016, and attended one meeting in 2016. Dr. Zaks was appointed on November 14, 2016, and was unable to attend the final board meeting of 2016; however, he has attended
board and Remuneration Committee meetings in January through March 2017.
Deeds of Indemnification
We do not have any third party indemnification provisions in place for the benefit of one or more of our directors. However, we agree to use all
reasonable endeavors to provide and maintain appropriate directors' and officers' liability insurance (including ensuring that premiums are properly paid) for their benefit for so long as any claims
may lawfully be brought against them.
Non-Executive Director Appointment Letters
We have entered into letters of appointment with each of our Non-Executive Directors. These letters set forth the main terms on which each of
our Non-Executive Directors serve on our Board of Directors. Continued appointment under the letter is contingent on continued satisfactory performance as a member of the Board of Directors and as a
member of a committee, if relevant, as well as being re-elected at the annual general meetings in accordance with the Articles of Association of the Company. The appointment may be terminated by the
Company or the Non-Executive Director with a three months' prior written notice. Upon termination, the
Non-Executive Director is entitled to a pro-rata amount of the annual fee (if applicable) that is outstanding and payable up to the date of termination, and reimbursement in the normal way of any
expenses properly incurred before that date.
28
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and related footnotes set forth information with respect to the beneficial ownership of our ordinary shares, as of
April 10, 2017, by:
-
-
each beneficial owner of more than 5% of our ordinary shares
-
-
each of our named executive officers and directors;
-
-
all of our executive officers and directors as a group.
Beneficial
ownership is determined in accordance with the rules and regulations of the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or
shared voting power or investment power. In computing the number of ordinary shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options, or
other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 10, 2017 are considered outstanding. These ordinary shares, however,
are not included in the computation
of the percentage ownership of any other person. Applicable percentage ownership is based on 560,976,430 ordinary shares outstanding as of April 10, 2017.
Unless
otherwise indicated, the address for each of the shareholders listed in the table below is c/o Adaptimmune Therapeutics plc, 101 Park Drive, Milton Park, Oxfordshire
OX14 4RY, United Kingdom.
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
Beneficially Owned
|
|
Name of Beneficial Owner
|
|
Number
|
|
Percent
|
|
Greater than 5% Shareholders
|
|
|
|
|
|
|
|
New Enterprise Associates(1)
|
|
|
72,156,000
|
|
|
12.86
|
|
FMR LLC(2)
|
|
|
42,391,084
|
|
|
7.56
|
|
Matrix Capital Management Master Fund L.P(3)
|
|
|
42,000,000
|
|
|
7.49
|
|
Capital World Investors(4)
|
|
|
40,756,200
|
|
|
7.27
|
|
OrbiMed Private Investments V, L.P.(5)
|
|
|
36,896,260
|
|
|
6.58
|
|
Ian Laing(6)
|
|
|
29,346,675
|
|
|
5.23
|
|
Nicholas Cross(7)
|
|
|
29,322,178
|
|
|
5.23
|
|
Named Executive Officers and Directors
|
|
|
|
|
|
|
|
James Noble(8)
|
|
|
15,466,404
|
|
|
2.76
|
|
Rafael Amado, M.D.(9).
|
|
|
2,359,315
|
|
|
0.42
|
|
Adrian Rawcliffe(10)
|
|
|
2,263,315
|
|
|
0.40
|
|
David Mott(11)
|
|
|
72,319,229
|
|
|
12.89
|
|
Ali Behbahani, M.D.(12)
|
|
|
72,311,682
|
|
|
12.89
|
|
Peter Thompson, M.D.(13)
|
|
|
37,051,942
|
|
|
6.60
|
|
Elliott Sigal, M.D., Ph.D.(14)
|
|
|
673,012
|
|
|
0.12
|
|
Lawrence M. Alleva(15)
|
|
|
382,707
|
|
|
0.07
|
|
Barbara Duncan(16)
|
|
|
|
|
|
|
|
Giles Kerr(16)
|
|
|
|
|
|
|
|
Tal Zaks, Ph.D.(16)
|
|
|
|
|
|
|
|
All Executive Officers and Directors as a Group (14 persons
)
|
|
|
137,142,305
|
|
|
24.45
|
%
|
-
(1)
-
Consists
of (i) 72,139,000 ordinary shares directly held by New Enterprise Associates 14, L.P., or NEA 14 and (ii) 17,000 ordinary shares
directly held by NEA Ventures 14, L.P., or NEA Ven 14. These ordinary shares are represented by ADSs. The shares directly held by NEA 14 are indirectly held by NEA Partners
14, L.P., or NEA
29
Table of Contents
Partners 14,
the sole general partner of NEA 14, NEA 14 GP, LTD, or NEA 14 LTD, the sole general partner of NEA Partners 14 and each of the individual
Directors of NEA 14 LTD. The individual Directors, or collectively, the Directors of NEA 14 LTD, are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D.
Drant, Anthony A. Florence, Jr., Patrick J. Kerins, Krishna "Kittu" Kolluri, C. Richard Kramlich, David M. Mott (a member of our Board), Scott D. Sandell, Peter Sonsini, Ravi Viswanathan and
Harry R. Weller. The shares directly held by NEA Ven 14 are indirectly held by Karen P. Welsh, the general partner of NEA Ven 14. All indirect holders of the above referenced
shares disclaim beneficial ownership of all applicable shares except to the extent of their actual pecuniary interest therein. The principal business address of New Enterprise Associates, Inc.
is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.
-
(2)
-
FMR LLC
holds these shares in the form of ADSs on behalf of certain of its direct and indirect subsidiaries and has sole voting power and sole dispositive
power over these shares. The registered office of FMR, LLC is 245 Summer Street, Boston, MA 02210, United States.
-
(3)
-
Matrix
Capital Management Master Fund L.P. holds these shares in the form of ADSs. The registered office of Matrix Capital Management Master Fund L.P.
is c/o Matrix Capital Management L.P., 1000 Winter Street, Suite 4500, Waltham, MA 02451.
-
(4)
-
Capital
World Investors, a division of Capital Research and Management Company (CRMC), a U.S.-based investment management company, holds these shares in the form of
ADSs. The Capital Group Companies, Inc. is the parent company of CRMC. The business address for CRMC is 333 South Hope Street, Los Angeles, CA 90071.
-
(5)
-
OrbiMed
Capital GP V LLC ("GP V") is the sole general partner of OPI V. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member
of GP V. GP V and OrbiMed Advisors may be deemed to have beneficial ownership of the shares held by OPI V. Samuel D. Isaly is the managing member of and owner of a controlling interest
in OrbiMed Advisors and as such may be deemed to have beneficial ownership of the shares held by OPI V. Peter Thompson, one of our directors, is employed as a Private Equity Partner at OrbiMed
Advisors. Each of GP V, OrbiMed Advisors, Mr. Isaly and Dr. Thompson disclaims beneficial ownership of the shares held by OPI V except to the extent of its or his pecuniary
interest therein, if any. The address for these entities is 601 Lexington Avenue, 54
th
floor, New York, New York 10022.
-
(6)
-
Includes
options held by Mr. Laing to purchase 303,875 ordinary shares that are exercisable immediately.
-
(7)
-
Includes
279,378 ordinary shares represented by 46,563 ADSs.
-
(8)
-
Consists
of (i) 9,972,600 ordinary shares; (ii) 1,200,000 ordinary shares represented by 200,000 ADSs and (ii) options to purchase 4,293,804
ordinary shares that are or will be exercisable within 60 days of April 10, 2017.
-
(9)
-
Consists
of (i) 96,000 ordinary shares represented by 16,000 ADSs and (ii) options to purchase 2,263,315 ordinary shares that are or will be
exercisable within 60 days of April 10, 2017.
-
(10)
-
Consists
of options to purchase 2,263,315 ordinary shares that are or will be exercisable within 60 days of April 10, 2017.
-
(11)
-
Includes
the shares set forth in footnote (1) above and options held by Mr. Mott to purchase 163,229 ordinary shares that are exercisable immediately.
Mr. Mott is a member of the Board at NEA 14 GP, LTD, which has ultimate voting and investment power over
30
Table of Contents
shares
held of record by New Enterprise Associates 14, Limited Partnership. He disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
-
(12)
-
Includes
the shares set forth in footnote (1) above and options held by Dr. Behbahani to purchase 155,682 ordinary shares that are exercisable
immediately. Dr. Behbahani is a partner of New Enterprise Associates, Inc., which has ultimate voting and investment power over shares held of record by New Enterprise Associates 14,
Limited Partnership.
-
(13)
-
Includes
the shares set forth in footnote (5) above and options held by Dr. Thompson to purchase 155,682 ordinary shares that are exercisable
immediately. Dr. Thompson is an employee of Orbimed Advisors LLC, which has ultimate voting and investment power over shares held of record by Orbimed Private Investments V, L.P.
-
(14)
-
Includes
shares held by Sigal Family Investments, LLC, and options held by Dr. Sigal to purchase 305,974 ordinary shares that are or will be
exercisable within 60 days of April 10, 2017. Dr. Sigal is a manager of Sigal Family Investments, LLC. Dr. Sigal may be deemed to have voting and investment power
over the shares held by Sigal Family Investments, LLC. Dr. Sigal disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. Also included in
the ordinary shares beneficially owned are 52,938 ordinary shares represented by 8,823 ADSs that Dr. Sigal purchased during the IPO.
-
(15)
-
Consists
of options held by Mr. Alleva to purchase 312,123 ordinary shares that are or will be exercisable within 60 days of April 10, 2017 and
70,584 ordinary shares represented by 11,764 ADSs that Mr. Alleva purchased during the IPO.
-
(16)
-
The
options held by Barbara Duncan, Giles Kerr and Tal Zaks are not exercisable within 60 days of April 10, 2017.
31
Table of Contents
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
All of our directors, executive officers and any greater than 10 percent shareholders are required by Section 16(a) of the
Exchange Act to file with the SEC initial reports of ownership and reports of changes in ownership of shares and to furnish us with copies of such reports. Based on a review of those reports and
written representations that no other reports were required, we believe that our Section 16 directors and officers complied with all of their applicable Section 16(a) filing
requirements. The one exception to this was a Form 3 for Dr. Tal Zaks that was inadvertently filed outside of the time frame prescribed by Section 16.
32
Table of Contents
EXECUTIVE OFFICERS OF THE COMPANY
Below is a list of our executive officers 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
|
James Noble
|
|
|
58
|
|
Chief Executive Officer and Director
|
William Bertrand
|
|
|
52
|
|
Chief Operating Officer
|
Helen Tayton-Martin, Ph.D
|
|
|
50
|
|
Chief Business Officer
|
Rafael Amado, M.D.
|
|
|
53
|
|
Chief Medical Officer
|
Adrian Rawcliffe
|
|
|
45
|
|
Chief Financial Officer
|
Gwendolyn Binder-Scholl, Ph.D
|
|
|
42
|
|
Chief Technology Officer, Adaptimmune LLC
|
James Noble.
For biographical information regarding Mr. Noble, refer to the discussion under
Board of
Directors
.
William Bertrand.
Mr. Bertrand has served as our Chief Operating Officer since March 2017 and is responsible for a range of
operational
functions including compliance, risk management, human resources and legal/IP. Mr. Bertrand's prior experience includes a 12 year tenure at MedImmune, where he served as its first
General Counsel and Chief Compliance Officer, along with holding a variety of operational and corporate strategy roles. He has also formerly served as Executive Vice President, General Counsel for
Infinity Pharmaceuticals, Inc., and as Senior Vice President, Acting Chief Operating Officer and General Counsel for Salix Pharmaceuticals, where he remained as General Manager to help finalize
the integration of the company's $14 billion acquisition by Valeant Pharmaceuticals in April 2015. He is currently a member of the board of directors of Ardelyx, Inc.
(NASDAQ: ARDX) and has served as a member of the board of directors of several private companies including Trustwave and Inotek Pharmaceuticals. Mr. Bertrand received a J.D. from the University
of Wisconsin and a B.S. in biology from Wayne State University.
Helen Tayton-Martin, Ph.D.
Dr. Tayton-Martin transitioned to become Adaptimmune's Chief Business Officer in March 2017, having
served as Chief
Operating Officer since 2008. She is responsible for optimizing the strategic and commercial opportunity for the Company's assets, leading on business development and commercial activities. Her role
encompasses all aspects of pipeline and technology assessment, strategic portfolio analysis, integrated program management, commercial planning and partnerships, including our strategic partnership
with GSK. Dr. Tayton-Martin has 25 years of experience working within the pharmaceutical, biotech and consulting environment in disciplines across preclinical and clinical development,
outsourcing, strategic planning, due diligence and business development. She co-founded Adaptimmune from Avidex Limited (subsequently Medigene), where she was responsible for commercial development of
the soluble TCR program in cancer and HIV therapy from 2005 to 2008. Dr. Tayton-Martin holds a Ph.D. in molecular immunology from the University of Bristol, U.K. and an M.B.A. from London
Business School.
Rafael Amado, M.D.
Dr. Amado has served as our Chief Medical Officer since March 2015 and has 12 years of experience within
the biotech
and pharmaceutical industries. Dr. Amado leads our clinical strategy and is responsible for our clinical trials across the U.S. and Europe under our strategic collaboration with GSK (LSE/NYSE:
GSK), as well as leading the development of our pipeline of wholly-owned research programs. He formerly served as Senior Vice President and Head of Oncology R&D at GSK, where he was responsible for
integrating oncology R&D activities, from drug target identification to clinical development and registration globally. Dr. Amado joined GSK in 2008 as Vice President of Clinical Development,
and served in positions of increasing responsibility, including Senior Vice President and Head of Oncology Clinical Development. He oversaw the development and
33
Table of Contents
registration
globally of over fifteen novel indications across six products and led the development of a pipeline of products in novel areas of cancer biology. Prior to joining GSK, Dr. Amado
was Executive Director of Therapeutic Oncology at Amgen from 2003 to 2008 where he was responsible for development activities of several assets. Dr. Amado trained as a Hematologist/Oncologist
at the University of California, Los Angeles, where he remained as faculty for eight years until joining Amgen in 2003. He holds an M.D. from the University of Seville School of Medicine, and
performed his residency in Internal Medicine at Michael Reese Hospital, a University of Chicago Affiliated Hospital, and his fellowship in Hematology/Oncology at the University of California, Los
Angeles.
Adrian Rawcliffe.
Mr. Rawcliffe has served as our Chief Financial Officer since March 2015 and leads our financial strategy and
operations, as
well as Investor Relations, corporate communications, global IT and facilities. He has 17 years of experience within the pharmaceutical industry and most recently served as Senior Vice
President, Finance of GSK's North American Pharmaceuticals business. Mr. Rawcliffe currently serves as a non-executive director of WAVE Life Sciences (NASDAQ: WVE). Mr. Rawcliffe joined
GSK in 1998 and his other senior roles at the company included Senior Vice President Worldwide Business Development and R&D Finance, where he was responsible for all business development and finance
activities for GSK's Pharmaceuticals R&D business and Managing Partner and President of SR One Ltd, GSK's venture-capital business. Mr. Rawcliffe qualified as a chartered accountant with
PwC and holds a B.Sc. degree in Natural Sciences from the University of Durham, U.K..
Gwendolyn Binder-Scholl, Ph.D.
Dr. Binder-Scholl has served as our Chief Technology Officer since February 2016. Prior to assuming
this
position, Dr. Binder-Scholl was Executive Vice President of Adaptimmune LLC and Head of Translational Sciences. She has also previously served in senior clinical, regulatory and
operational roles in the company since March 2011. As CTO, Dr. Binder-Scholl leads our Manufacturing Development and Translational Science operations and oversees the UK research team. Her
strategic focus is on optimizing the therapeutic potential of Adaptimmune's product through directed translational research across correlative clinical and manufacturing development. As well as her
leadership of manufacturing operations, she oversees process development and the co-ordination of Research operations more broadly, integrating pipeline and second generation T-cell research with
clinical outcomes. Dr. Binder-Scholl has 14 years of industry and academic experience in cellular and gene therapy translational research and development, with prior roles including
Director of Translational Research Operations at the University of Pennsylvania from 2006 to 2011 and Director of Scientific Affairs at Virxsys Corporation. Dr. Binder-Scholl is a biochemistry
and molecular biology graduate of Wells College with a Ph.D. in cellular and molecular medicine from Johns Hopkins University.
34
Table of Contents
EXECUTIVE COMPENSATION
Executive Compensation
This section discusses the material components of the executive compensation program offered to our named executive officers, or NEOs,
identified below. For the year ended December 31, 2016, these NEOs were:
-
-
James Noble, Chief Executive Officer;
-
-
Adrian Rawcliffe, Chief Financial Officer; and
-
-
Rafael Amado, Chief Medical Officer.
We
are an "emerging growth company" as that term is used in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and have elected to comply with the reduced compensation
disclosure requirements available to emerging growth companies under the JOBS Act.
2016 Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Option
awards
($)(4)
|
|
Non-equity
incentive plan
compensation
($)(5)
|
|
All other
compensation
($)
|
|
Total ($)
|
|
James Noble(1)
|
|
|
2016
|
|
|
388,395
|
(3)
|
|
1,411,405
|
|
|
97,099
|
|
|
20,465
|
|
|
1,917,364
|
|
Chief Executive Officer
|
|
|
2015
|
|
|
442,080
|
(3)
|
|
|
|
|
294,720
|
|
|
24,621
|
|
|
761,421
|
|
Adrian Rawcliffe
|
|
|
2016
|
|
|
435,000
|
|
|
674,104
|
|
|
117,450
|
|
|
34,262
|
(6)
|
|
1,260,816
|
|
Chief Financial Officer
(2)
|
|
|
2015
|
|
|
336,452
|
|
|
2,379,693
|
|
|
151,403
|
|
|
42,387
|
(7)
|
|
2,909,935
|
|
Rafael Amado
|
|
|
2016
|
|
|
430,000
|
|
|
674,104
|
|
|
116,100
|
|
|
20,290
|
(8)
|
|
1,240,494
|
|
Chief Medical Officer(2)
|
|
|
2015
|
|
|
331,358
|
|
|
2,379,693
|
|
|
149,111
|
|
|
31,949
|
(9)
|
|
2,892,111
|
|
-
(1)
-
Mr. Noble
also serves as a director but receives no additional compensation for this service.
-
(2)
-
Mr. Rawcliffe
and Dr. Amado commenced employment with us on March 16, 2015. The 2015 salary shown for Mr. Rawcliffe represents the
pro-rated amount of his base salary of $425,000 and the 2015 salary shown from Dr. Amado represents the pro-rated amount of his base salary of $418,200. The 2015 non-equity incentive plan
compensation amounts shown for Mr. Rawcliffe and Dr. Amado are based on 45% of their pro-rated 2015 base salaries.
-
(3)
-
Compensation
paid to Mr. Noble is denominated in Pounds Sterling. For purposes of this table, all 2016 amounts have been converted based on the Pound
Sterling/U.S. Dollar exchange rate in effect as of December 31, 2016 (£1/$1.233) and all 2015 amounts have been converted based on the Pound Sterling/U.S. Dollar exchange rate in
effect as of December 31, 2015 (£1/$1.4736).
-
(4)
-
See
Item 7"Share based compensation", and Note 2 (r) and Note 10 "Share based compensation" to our audited consolidated
financial statements, in our Form 10-K for an explanation of the assumptions used in the calculation of these amounts.
-
(5)
-
Amount
represents sums paid under our annual cash bonus program.
-
(6)
-
Consists
of Company payments in the amount of (i) $16,962.14 to subsidize city of Philadelphia taxes, (ii) $5,300 in matching contributions under the
401(k) plan and (iii) $12,000 to private health care insurance on behalf of Mr. Rawcliffe.
-
(7)
-
Consists
of Company payments in the amount of (i) $13,188.94 to subsidize city of Philadelphia taxes, (ii) $20,198 in matching contributions under the
401(k) plan and (iii) $9,000 to private health care insurance on behalf of Mr. Rawcliffe.
35
Table of Contents
-
(8)
-
Consists
of Company payments in the amount of (i) $14,989.90 to subsidize city of Philadelphia taxes and $5,300 in matching contributions under the 401(k)
plan.
-
(9)
-
Consists
of Company payments in the amount of (i) $11,750.66 to subsidize city of Philadelphia taxes and (ii) $20,198 in matching contributions under
the 401(k) plan.
Narrative Disclosure to Summary Compensation Table
The primary elements of compensation for our NEOs are base salary, annual cash bonuses and long-term, equity-based compensation awards. Our NEOs
also participate in employee benefit plans and programs that we offer to our other full-time employees on the same basis and have from time to time received relocation or other expense reimbursements
from us.
Base Salary.
Our NEOs receive base salary to compensate them for the satisfactory performance of duties to our company. The base salary
payable to
each NEO is intended to provide a fixed component of compensation reflecting the executive's skill set, experience, role and responsibilities.
Our
Remuneration Committee periodically reviews NEO base salaries in consultation with management and Willis Towers Watson, an independent compensation consultant, to determine whether
any adjustments are necessary or appropriate. The following table shows the annual base salaries of our NEOs for 2016 and 2017. All annual base salary increases were effective January 1 of the
given year.
|
|
|
|
|
|
|
|
Name
|
|
2016 Annual
Base Salary
($)
|
|
2017 Annual
Base Salary
($)
|
|
James Noble(1)
|
|
|
388,395
|
|
|
502,854
|
|
Adrian Rawcliffe
|
|
|
435,000
|
|
|
443,700
|
|
Rafael Amado
|
|
|
430,000
|
|
|
442,900
|
|
-
(1)
-
Compensation
paid to Mr. Noble is denominated in pounds sterling. For purposes of this table, 2016 and 2017 amounts for Mr. Noble in the table above
have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2016 (£1/$1.233).
Annual Cash Bonuses.
Our NEOs have the opportunity to earn annual performance bonuses based on
the achievement of short-term performance goals, and which are expressed as a percentage of base salary.
Our
Remuneration Committee generally determines annual bonuses for our NEOs, and the Board determines the annual bonus for our CEO, subject to: (i) objective criteria set forth by
the Board of Directors or an authorized delegate thereof on an annual basis; and (ii) the overall performance of the Company and the Group. The initial target annual bonus with effect from
January 1, 2017 for Mr. Noble is fifty percent (50%) of his base salary and for each of Mr. Rawcliffe and Dr. Amado is forty-five percent (45%) of his base salary.
Equity-Based Compensation.
We have historically offered share options to our employees, including our NEOs, as the long-term incentive
component of
our compensation program. We typically grant options to employees as soon as practicable after they commence employment with us and may thereafter grant additional options in the discretion of our
Board of Directors or Remuneration Committee. Our share options allow employees to purchase our ordinary shares at a price equal to the fair market value of our ordinary shares on the date prior to
the grant date. Our share options typically vest as to 25% of the shares subject to the option on the first anniversary of the grant date and in monthly installments during the three-year period
thereafter, subject to the holder's continued service
36
Table of Contents
with
us. From time to time, our Board of Directors or Remuneration Committee may also construct alternate vesting schedules as it determines in its sole discretion.
We
awarded share options to our NEOs during 2016 in the following amounts and subject to vesting in accordance with our standard time-based vesting schedule described above:
|
|
|
|
|
Named Executive Officer
|
|
2016 Options
Granted (#)
|
|
James Noble
|
|
|
1,968,016
|
|
Adrian Rawcliffe
|
|
|
939,948
|
|
Rafael Amado
|
|
|
939,948
|
|
Retirement, Health, Welfare and Additional Benefits.
Our NEOs are eligible to participate in our employee benefit plans and programs,
including
medical and dental benefits and life insurance, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans. We also sponsor a 401(k) defined
contribution plan in which our NEOs based in the United States may participate, subject to limits imposed by the Internal Revenue Code, to the same extent as all of our other full-time employees.
During 2016, we made discretionary employer matching contributions equal to 50% of the first 4% of the elective contributions made by participants in the 401(k) plan. These matching contributions are
subject to a vesting schedule. In addition, we made a 3% discretionary Safe Harbor match which is fully vested as of the date on which the contribution is made. We believe that providing a vehicle for
tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance
with our compensation policies. We do not typically provide any perquisites or special personal benefits to our NEOs, but have from time to time reimbursed amounts associated with relocation and other
expenses for our NEOs.
Outstanding Equity Awards at 2016 Fiscal Year-End
The following table sets forth information regarding equity awards held by our named executive officers as of December 31, 2016. All
options are options to purchase ordinary shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
First date some
or all options
are exercisable
|
|
Number of
securities
underlying
unexercised
options (#)
exercisable
|
|
Number of
securities
underlying
unexercised
options(#)
unexercisable(1)
|
|
Option
exercise
Price
($)(2)
|
|
Option
expiration
date
|
|
James Noble
|
|
|
3/31/2014
|
(3)
|
|
1,055,000
|
|
|
280,000
|
|
|
0.1671
|
|
|
03/30/2024
|
|
|
|
|
3/31/2015
|
(4)
|
|
219,000
|
|
|
219,100
|
|
|
0.1671
|
|
|
03/30/2024
|
|
|
|
|
12/19/2015
|
(5)
|
|
1,749,800
|
|
|
1,750,200
|
|
|
0.5308
|
|
|
12/19/2024
|
|
|
|
|
01/18/2017
|
(6)
|
|
0
|
|
|
1,968,016
|
|
|
1.2717
|
|
|
01/18/2026
|
|
Adrian Rawcliffe
|
|
|
03/16/2016
|
(7)
|
|
1,575,000
|
|
|
2,025,000
|
|
|
0.74
|
|
|
03/16/2025
|
|
|
|
|
01/18/2017
|
(8)
|
|
0
|
|
|
939,948
|
|
|
1.2717
|
|
|
01/18/2026
|
|
Rafael Amado
|
|
|
03/16/2016
|
(7)
|
|
1,575,000
|
|
|
2,025,000
|
|
|
0.74
|
|
|
03/16/2025
|
|
|
|
|
01/18/2017
|
(8)
|
|
0
|
|
|
939,948
|
|
|
1.2717
|
|
|
01/18/2026
|
|
-
(1)
-
Vesting
of all options is subject to continued service through the applicable vesting date.
-
(2)
-
The
exercise price was converted from pounds sterling to U.S. dollars based on the noon buying rate of the Federal Reserve Bank of New York for the U.S. dollar on
the date of grant. The actual exercise price will be the pounds sterling amount regardless of the exchange rate on the date of grant or of exercise.
37
Table of Contents
-
(3)
-
This
option was partially vested and the remainder will vest in annual installments on the thirty first of March from March 31, 2017 through March 31,
2018.
-
(4)
-
This
option was partially vested and 109,500 ordinary shares will vest on April 14, 2017 and 190,600 ordinary shares will vest on April 14, 2018.
-
(5)
-
This
option was partially vested and the remainder will vest in monthly installments of 72,900 ordinary shares on the nineteenth of each month from March 19,
2017 through November 19, 2018, and in one installment of 73,500 ordinary shares on December 19, 2018.
-
(6)
-
This
option partially vests as to 492,004 ordinary shares on January 18, 2017 and the remainder will vest in monthly installments of 41,000 ordinary shares on
the eighteenth of each month from February 18, 2017 through December 18, 2019, and in one installment of 41,012 ordinary shares on January 18, 2020.
-
(7)
-
This
option was partially vested and the remainder will vest in monthly installments of 75,000 ordinary shares on the sixteenth of each month from April 16,
2016 through March 16, 2019.
-
(8)
-
This
option partially vests as to 234,987 ordinary shares on January 18, 2017, and the remainder will vest in monthly installments of 19,582 ordinary shares
on the eighteenth of each month from February 18, 2017 through December 18, 2019, and in one installment of 19,591 ordinary shares on January 18, 2020.
Employment Agreements
We have entered into a service agreement with our Chief Executive Officer and employment agreements with each of our NEOs. Certain key terms of
those agreements and our executive severance policy are described below.
We entered into a service agreement with Mr. Noble dated March 10, 2017 that sets forth the terms and conditions under which
Mr. Noble serves as our Chief Executive Officer and as a director. The employment shall continue until terminated by either party giving no less than nine months' written notice.
Mr. Noble's current annual base salary, effective January 1, 2017, is £407,830, subject to review, and Mr. Noble is eligible for an annual bonus at the discretion of
the Company subject to the achievement of certain performance criteria.
In
addition, we may terminate the agreement immediately by notice if Mr. Noble (i) commits a material breach under the agreement, (ii) is guilty of conduct tending
to bring him or the company into disrepute, (iii) becomes bankrupt, (iv) fails to perform his duties to a satisfactory standard, (v) is disqualified from being a director by
reason of any order made under the Companies Directors Disqualification Act 1986 or any other enactment, or (vi) is convicted of an offence under any statutory enactment or regulation
(including the criminal offence of insider dealing under the Criminal Justice Act 1993 or any similar conviction in the United States, but excluding a motoring offence for which no custodial sentence
is given).
Mr. Noble
is eligible to participate in the Company's share option schemes, Group Personal Pension Scheme and in the private health care scheme and permanent health insurance
schemes which the Company or any Group Company may maintain for the benefit of its senior executives. Mr. Noble's service agreement contains non-solicitation and non-competition provisions for
a twelve month period as well as confidentiality provisions.
38
Table of Contents
The employment agreements for Mr. Rawcliffe and Dr. Amado were entered into on March 10, 2017. The agreements have no
specific term and establish an at-will employment relationship. Mr. Rawcliffe's current annual base salary, effective January 1, 2017, is $443,700 and Dr. Amado's current annual
base salary, effective January 1, 2017, is $442,900, subject to periodic review and adjustment by the Company, and their annual target bonus opportunities are 45% of their annual base salaries
subject to the achievement of certain performance criteria.
Mr. Rawcliffe
and Dr. Amado are eligible to participate in the equity plans sponsored and/or maintained by the Company and its affiliates from time to time, in accordance
with the terms of any such plans, at the sole and absolute discretion of the Company and the Board of Directors.
The
Company may terminate either of their employment with or without cause and without notice, but Mr. Rawcliffe and Dr. Amado are required to provide at least
60 days' advance written notice to us if he is terminating his employment. In the event of a termination of his employment by the Company without cause or by Mr. Rawcliffe or
Dr. Amado for good reason, any portion of his initial award of 3,600,000 share options that was granted on March 16, 2015, which is unvested as of the date of
termination shall vest and immediately become exercisable on the date of termination. The agreements contain non-solicitation and non-competition provisions for a twelve month period as well as
standard confidentiality provisions.
The Company's executive severance policy is applicable in relation to our NEOs. If the employment of any of our NEOs is terminated by the
Company without cause, or if he resigns for good reason, then the NEO will be entitled under his employment agreement and the executive severance policy to receive a severance payment equal to his
annual base salary for nine months and to payment of premiums for continuation of healthcare benefits for a period of nine months following such termination. In addition, at the sole discretion of the
Board (or an authorized committee thereof), the NEO may be paid a lump sum cash amount equal to his target annual performance bonus for the year of termination, prorated based on the number of
calendar days he was employed during the year. Furthermore, if the employment of any of our NEOs is terminated without cause or he resigns for good reason within 12 months following a change in
control, he will be entitled to receive a severance payment equal to his annual base salary for 12 months, payment of premiums for continuation of healthcare benefits for a period of
12 months, a lump sum cash amount equal to the full target performance bonus for the year of termination, and accelerated vesting of any unvested and outstanding equity awards. In order to
receive severance benefits under the employment agreement and executive severance policy, the NEO is required to execute a release of claims in favor of the Company and comply with certain other
post-employment covenants set forth in his employment agreement.
Retirement Plans
We maintain a tax-qualified retirement plan for our U.S.-based employees that provides eligible employees with an opportunity to save for
retirement on a tax-advantaged basis. We make discretionary employer matching contributions equal to 50% of the first 4% of the elective contributions made by participants in the 401(k) plan. These
company matching contributions are subject to a vesting schedule. In addition, we make a 3% discretionary Safe Harbor matching
contribution, which is fully vested as of the date of the contribution. Pre-tax 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 qualify under Sections 401(a) and 501(a) of the
39
Table of Contents
Internal
Revenue Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.
In the U.K., we maintain a defined contribution plan that provides employees with an opportunity to contribute a portion of their monthly salary
into the plan. If an employee elects to participate in the plan, there is a minimum employee contribution of 5% of monthly salary; there is no maximum limit to the employee contribution. The employee
contribution to this plan is matched by us up to a maximum of 5% of monthly salary. All U.K. employees are eligible to participate in this plan. The method by which our U.K. employees participate is
through a so-called "salary exchange" pursuant to which employees agree to a reduction in monthly salary in an amount equal to the defined contribution plan election. The amount of the reduction,
together with the tax and national insurance savings to the employee and us as a result of the salary reduction, are contributed into the plan in addition to the 5% matching contribution described
above.
Equity Compensation Plan Information
The following table provides information on our equity compensation plans as of December 31, 2016.
|
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options
|
|
Weighted
Average
Exercise Price
of Outstanding
Options $
|
|
Number of Securities
Available for
Future Issuance
Under Equity
Compensation Plans(1)
|
|
Equity compensation plans
|
|
|
49,237,290
|
|
|
0.72
|
|
|
33,128,439
|
|
Total
|
|
|
49,237,290
|
|
|
0.72
|
|
|
33,128,439
|
|
For
purposes of this table, the Weighted Average Exercise Price of Outstanding Options has been converted from £0.58 based on the pound sterling/U.S. dollar exchange rate in
effect as of December 31, 2016 (£1/$1.233).
The
Company grants options over ordinary shares in Adaptimmune Therapeutics plc under the following option plans: (i) the Adaptimmune Therapeutics plc Employee Share
Option Scheme (adopted 14 January 2016), (ii) the Adaptimmune Therapeutics plc 2015 Share Option Scheme and (adopted March 16, 2015) (ii) the Adaptimmune
Therapeutics plc Company Share Option Plan (adopted March 16, 2015). The maximum aggregate number of options which may be granted under these plans and any incentive plans adopted by the
Company cannot exceed a scheme limit that equates to 8% of the initial fully diluted share capital of the Company immediately following our IPO plus an automatic annual increase of an amount
equivalent to 4% of the issued share capital on each 30 June (or such lower number as the Board, or an appropriate committee of the Board, may determine). The automatic increase is effective
from July 1, 2016.
Prior
to December 31, 2014, the Company granted options to purchase ordinary shares in Adaptimmune Limited under three option schemes: (i) the Adaptimmune Limited Share
Option Scheme (adopted May 30, 2008), (ii) the Adaptimmune Limited 2014 Share Option Scheme (adopted April 11, 2014 and (iii) the Adaptimmune Limited Company Share Option
Plan (adopted December 16, 2014). As part of the corporate reorganization in connection with our IPO, the holders of options granted under these schemes over ordinary shares of Adaptimmune
Limited were granted equivalent options on substantially the same terms over ordinary shares of Adaptimmune Therapeutics plc ("Replacement Options") in exchange for the release of these
options. The Company does not intend to grant any further options under these schemes. Further details of our option plans are set forth in Note 10 titled "Share based compensation" in our
audited consolidated financial statements in our Form 10-K.
40
Table of Contents
TRANSACTIONS WITH RELATED PERSONS
Certain Relationships and Related Party Transactions
Related Person Transactions Policy
We have adopted a policy with respect to the review, approval and ratification of related party transactions. Under the policy, our Audit
Committee will be responsible for reviewing and approving related person transactions. In the course of its review and approval of related person transactions, our Audit Committee will consider the
relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy will require our Audit Committee to consider, among other factors it deems
appropriate:
-
-
the related person's relationship to us and interest in the transaction;
-
-
the interests, direct or indirect, of any related person in the transaction in sufficient detail so as to enable the Audit Committee to assess
such interests;
-
-
the materials facts of the proposed related-person transaction, including the proposed aggregate value of such transaction, or, in the case of
indebtedness, that amount of principal that would be involved;
-
-
the benefits to us of the proposed transaction;
-
-
an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to
employees generally; and
-
-
management's recommendation with respect to the proposed related-person transaction.
The
Audit Committee may only approve those transactions that are in, or are not inconsistent with, our best interests and those of our shareholders, as the Audit Committee determines in
good faith. If Audit Committee review and approval would be inappropriate, the relevant related party transaction will be referred to another independent body of our Board for review, consideration,
approval or ratification.
Certain Related Person Transactions
The following is a description of transactions since January 1, 2016 through the date of this proxy statement in which (a) we were
a participant, (b) the amount involved exceeded $120,000 and (c) one or more of our executive officers, directors, director nominees or 5% shareholders, or their immediate family
members, each of whom we refer to as a "related person," had a direct or indirect material interest. We refer to these as "related person transactions." The information below excludes compensation
arrangements with directors and executive officers, which are described above elsewhere in this proxy statement under "Director Remuneration" and "Executive Compensation."
-
-
On September 12, 2016, we entered into a letter agreement with Immunocore Limited ("Immunocore") that became effective
November 8, 2016, recording our mutual agreement to terminate the target collaboration agreement with the termination effective on March 1, 2017.
-
-
The board overlap between us and Immunocore ended on December 31, 2016 when Dr. Jonathan Knowles and Ian Laing resigned from our
board of directors.
-
-
We and Immunocore have invoiced each other in respect of a transitional services agreement (under which certain staff resources and other
administration services are supplied by each company to the other company for a transitional period). Additionally, during the periods presented Immunocore has invoiced the Company in respect of
services provided under a target collaboration agreement (under which certain target identification services were provided by
41
Table of Contents
Immunocore),
costs related to joint patents and in respect of property rent. The amount payable by the Company to Immunocore at December 31, 2016 was $365,000.
-
-
As of the closing of the Company's registered direct offering of its ADSs on April 10, 2017, Immunocore ceased to hold 5% or more of our
shares.
Investors Rights Agreement
We are party to an investors rights agreement entered into on February 23, 2015, with certain of our shareholders, including New
Enterprise Associates 14, L.P., NEA Ventures 2014, L.P., OrbiMed Private Investments V, L.P. and Sigal Family Investments, LLC pursuant to which certain of our
shareholders, including certain holders with beneficial ownership of five percent or more of our ordinary shares and entities affiliated with certain of our directors, have the right to demand that we
file a registration statement for their ordinary shares or request that their ordinary shares be covered by a registration statement that we are otherwise filing.
42
Table of Contents
AUDIT COMMITTEE REPORT
Review of the Company's Audited Financial Statements for the Year ended December 31, 2016
Our Audit Committee has reviewed and discussed with management our audited consolidated financial statements for the year ended
December 31, 2016. Our Audit Committee has also discussed with KPMG LLP, our independent registered public accounting firm, the matters required to be discussed by Statement on Auditing
Standards No. 61, as amended, regarding communication with audit committees, as adopted by the Public Company Accounting Oversight Board ("PCAOB") in Rule 3200T.
Our
Audit Committee has also received the written disclosures and the letter from KPMG LLP required by the applicable requirements of the PCAOB regarding communications with the
audit committee concerning independence, and our Audit Committee has discussed with KPMG LLP its independence from management and the Company.
Based
on our Audit Committee's review and discussions with management and the independent auditors, and subject to the limitations of the Audit Committee's role and responsibilities
referred to above and in the Audit Committee charter, our Audit Committee recommended to the Board of Directors that our audited consolidated financial statements be included in our Annual Report on
Form 10-K for the year ended December 31, 2016 for filing with the SEC.
|
|
|
|
|
The Audit Committee of the Board of Directors
|
|
|
Lawrence M. Alleva, Chairman
Barbara Duncan
Giles Kerr
|
The foregoing report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such acts.
The
Audit Committee approves KPMG LLP's and its affiliates audit and non-audit services in advance as required under Sarbanes-Oxley and SEC rules. Before the commencement of each
fiscal year, the Audit Committee appoints the independent auditor to perform audit services that we expect to be performed for the fiscal year and appoints the auditor to perform audit-related, tax
and other permitted non-audit services. In addition, our Audit Committee approves the terms of the engagement letter to be entered into by us with the independent auditor. The Audit Committee has also
delegated to its chairman the authority, from time to time, to pre-approve audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees,
provided that the chairman shall report any decisions to pre-approve such audit-related and non-audit services and fees to our full Audit Committee at its next regular meeting.
The
table below sets forth the fees paid to KPMG LLP over the past two years in connection with its work for us, including our subsidiary, Adaptimmune LLC. All such audit,
audit-related and tax services were pre-approved by the Audit Committee, which concluded that the provision of such services by KPMG LLP was compatible with the maintenance of that firm's
independence in the conduct of its auditing functions.
43
Table of Contents
Fees
billed by KPMG LLP in 2015 and 2016 were as follows:
|
|
|
|
|
|
|
|
Fees
|
|
Six month period
ended
December 31, 2015
($)(1)
|
|
December 31, 2016
($)
|
|
Audit Fees(2)
|
|
|
212,000
|
|
|
360,000
|
|
Audit-related Fees(3)
|
|
|
151,000
|
|
|
352,000
|
|
Tax Fees(4)
|
|
|
|
|
|
|
|
All Other Fees(5)
|
|
|
10,000
|
|
|
|
|
Total
|
|
|
373,000
|
|
|
712,000
|
|
-
(1)
-
During
2015 we changed our fiscal year from June 30 to a calendar fiscal year. The fees for the period ending December 31, 2015 in the table above have
been calculated by adding the fees paid for the six months ended June 30, 2015 and the six months ended December 31, 2015. Fees paid for the six months ended June 30, 2015 have
been calculated by prorating the amounts paid for the year by the six month period.
-
(2)
-
Audit
Fees consist of fees billed for the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements, and
related services that are normally provided in connection with registration statements, including the registration statement for our IPO. Included in the 2015 audit fees are the fees billed in
connection with our IPO in May 2015.
-
(3)
-
Audit-related
Fees incurred were $352,000 and $151,000 in 2016 and 2015 respectively.
-
(4)
-
Tax
Fees consist of fees for professional services, including tax consulting and compliance. There were no such fees incurred in 2016 or 2015.
-
(5)
-
All
Other Fees incurred were $10,000 in 2015 and we did not incur any such fees in 2016.
44
Table of Contents
ADDITIONAL INFORMATION
U.K. Statutory Annual Accounts and Reports of the Board of Directors and Auditors of Adaptimmune
Therapeutics plc for the year ended December 31, 2016
Consistent with its obligations under the U.K. Companies Act 2006, our Board of Directors will present at the Meeting our U.K. statutory annual
accounts and reports for the year ended December 31, 2016. Accordingly, our Board of Directors will lay before the Company at the Meeting the Company's U.K. statutory annual accounts and
reports for the year ended December 31, 2016, which have been approved by and, where appropriate, signed on behalf of our Board of Directors and will be delivered to the Registrar of Companies
in the United Kingdom following the Meeting. A copy of our U.K. statutory directors' remuneration report, including the annual report on remuneration, is included as Annex A to this proxy
statement. A complete copy of our U.K. statutory annual accounts and reports, including the statutory Board of Directors report, strategic report, and auditor's report on our U.K. accounts will be
sent separately to you no less than 21 days prior to the Meeting. You will be provided an opportunity to raise questions in relation to such accounts and reports at the Meeting. Full accounts
and reports will be available for inspection prior to and during the Meeting.
Shareholders' Rights to Call a General Meeting
Our shareholders have the right to call a meeting of our shareholders. The U.K. Companies Act 2006 generally requires the directors to call a
general meeting once we have received requests to do so from shareholders representing at least 5% of our paid-up shares entitled to vote at a general meeting. The U.K. Companies Act 2006 generally
prohibits shareholders of a U.K. public limited company from passing written resolutions. However, significant shareholders would, in any case, still have the power to call a general meeting and
propose resolutions. These provisions are mandatory under the U.K. Companies Act 2006 and cannot be waived by our shareholders.
Shareholder Proposals for 2018 Annual General Meeting
In order to be considered for inclusion in our proxy statement for our 2018 annual general meeting of shareholders, shareholder proposals must
be received by the Company at the Office of the Company Secretary, 101 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY no later than 120 days before the anniversary of the date
on which we sent our proxy materials for the Meeting, or December [ ], 2017. However, if the date of such annual
general meeting is more than 30 calendar days from the date of the anniversary of the Meeting, then the notice must be received by our Company Secretary a reasonable time before we begin to print and
send our proxy materials.
Shareholder
proposals submitted for consideration at our 2018 annual general meeting of shareholders, but not submitted for inclusion in our proxy statement for our 2018 annual general
meeting of shareholders, must be received by the Company at the Office of the Company Secretary, 101 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY no later than 45 days before
the anniversary of the date on which we sent our proxy materials for the Meeting, or
March [
·
], 2018. However, if the date of the 2018 annual general meeting is
changed by more than 30 calendar days from the date of the anniversary of the Meeting, the notice must be received by our Company Secretary at least 45 days prior to the date we intend to
distribute our proxy materials with respect to the 2018 annual general meeting. If a shareholder does not timely provide notice as described above, proxies solicited on behalf of our management for
the 2018 annual general meeting will confer discretionary authority to vote with respect to any such matter, as permitted by the proxy rules of the SEC.
Under
section 338 of the U.K. Companies Act (2006), shareholders representing at least 5% of holders entitled to vote on a resolution at an annual general meeting may require the
Company to include such resolution in its notice of an annual general meeting. Provided the applicable thresholds
45
Table of Contents
are
met, notice of the resolution must be received by the Company at the Office of the Company Secretary, 101 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY at least six weeks prior to
the date of the annual general meeting, or, if later, at the time notice of the annual general meeting is delivered to shareholders.
Questions?
If you have any questions or need more information about the Meeting please write to us at:
46
Adaptimmune Therapeutics plc All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA Form of Proxy - Annual General Meeting to be held on 21 June 2017 at 11.00 am (London Time) Control Number: 914353 Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. C0000000000 1245 SRN: PIN: View the Annual Report online: http://ir.adaptimmune.com/ Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online! To be effective, all proxy appointments must be lodged with the Companys Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 19 June 2017 at 11.00 am (London Time). Explanatory Notes: 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes). To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 0000 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 11.00am (London Time) on 19 June 2017. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 0000 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. Any alterations made to this form should be initialled. The completion and return of this form will not preclude a member from attending the meeting and voting in person. 5. 2. 6. 3. 7. 8. Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions. MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4 *00000101010010* 140136_132045_MAIL/000001/000001/SG151/i1 SG151 000001
Form of Proxy Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s). C0000000000 I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Adaptimmune Therapeutics plc to be held at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4RX on 21 June 2017 at 11.00 am (London Time), and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please use a black pen. Mark with an X inside the box as shown in this example. Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Vote Withheld Ordinary Resolutions For Against 1. To re-elect as a director, Barbara Duncan, who retires in accordance with the Articles of Association. 2. To re-elect as a director, Giles Kerr, who retires in accordance with the Articles of Association. 3. To re-elect as a director, Tal Zaks, who retires in accordance with the Articles of Association. 4. To re-elect as a director, Ali Behbahani, who retires by rotation in accordance with the Articles of Association. 5. To re-elect as a director, Peter Thompson, who retires by rotation in accordance with the Articles of Association. 6. To re-appoint KPMG LLP as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of shareholders at which the U.K. statutory accounts and reports are presented. 7. To authorize the Audit Committee to determine our U.K. statutory auditors remuneration for the fiscal year ended December 31, 2017. 8. To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2016 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2016. 9. To receive and approve our U.K. statutory directors remuneration report for the year ended December 31, 2016. 10. To authorise the Directors under Section 551 of the U.K. Companies Act 2006 (the "2006 Act") to allot shares or to grant rights to subscribe for or to convert any security into shares. Special Resolution 11. To authorise the Directors to allot equity securities under Section 570 of the 2006 Act as if Section 561(1) of the 2006 Act did not apply to such allotment. I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). H 7 4 5 0 3 A D T *
Table of Contents
ANNEX A TO PROXY STATEMENT
Directors' Remuneration Report
On behalf of the Board of Directors of Adaptimmune Therapeutics plc, I am pleased to present the Directors' Remuneration Report for the
year ended 31 December 2016. Shareholders will be invited to approve the Report on Remuneration (which will be a non-binding advisory vote) at the Annual General Meeting of shareholders to be
held on 21 June 2017.
The Directors' Remuneration Report that follows is for the full year period from 1 January 2016 to 31 December 2016 except where
otherwise stated.
The Committee is responsible for reviewing and establishing our executive remuneration policy and philosophy, including making recommendations
regarding the remuneration of our Chief Executive Officer ("CEO") to the Board for its approval, and determining and approving the remuneration of other senior executive officers. While the Board sets
the remuneration of our CEO, who is our sole Executive Director, the Committee makes recommendations on such matters to the Board.
We seek to attract and retain outstanding employees who have the potential to support the growth of the Group and to attract and retain
Non-Executive Directors who can substantially contribute to our success as an innovative, clinical-stage biopharmaceutical company. As the Group has operations in the United Kingdom and the United
States, our senior executives and our Non-Executive Directors live and work in the U.K. and the U.S., and we are listed on a U.S. stock
exchange, we assess the competitiveness of our policies against both European and U.S. benchmarks and practices, with an increasing focus on U.S. benchmarks and practices.
Our primary goal in 2016 was to progress the development of the Group including executing on key elements of our pipeline development
programmes, progressing our clinical trials programmes and opening additional INDs, as well as delivering new alliances from business development activities and continuing toward establishing the
manufacturing and laboratory facilities required for the next development phase.
The Committee's activities during the year included a benchmarking review of executive compensation, which was undertaken to ensure that
remuneration for the senior executive team remains competitive for the retention and engagement of key talent. The Committee engaged Willis Towers Watson as independent advisors to benchmark executive
compensation against a selected peer group consisting of comparable U.S.-listed and U.K. and European-listed biopharmaceutical companies, and to provide recommendations for base salaries, equity based
awards and the structure of bonus incentive awards for 2017.
As
a result of this benchmarking exercise, our CEO and senior executive officers received increased base salary awards at levels that remain compliant with the last approved Directors'
A-1
Table of Contents
Remuneration
Policy and are aligned with the 50
th
percentile of peer group comparator data. For our CEO, this resulted in a base salary award of £407,830 effective
from 1 January 2017.
In
January 2017 the Committee also considered the extent of achievement of 2016 calendar year objectives by the executive team and determined the level of bonus incentive awards payable
in respect of the 2016 calendar year. The awards made to our CEO and senior executive officers recognised that some of our corporate objectives for 2016 had been achieved, with our CEO receiving a
bonus award at 50% of the potential target bonus amount.
At
the same time, the Committee approved the objectives to be achieved by the executive team during 2017. These are considered to be commercially sensitive and will not be disclosed in
detail, but are linked to our business strategies which include:
-
-
the advancement of our clinical trials for our AFP, MAGE-A10 and MAGE-A4 SPEAR T-cells, as well as of our clinical studies with our NY-ESO
SPEAR T-cell beyond the setting of synovial sarcoma where preliminary evidence of efficacy and safety is established;
-
-
continuing to use our SPEAR T-cell platform to generate SPEAR T-cells for cancers where existing therapeutic approaches are limited;
-
-
continuing to understand, further enhance and improve the effectiveness and persistence of our SPEAR T-cell therapies;
-
-
the optimisation and expansion of our process development and manufacturing capabilities to maintain our leadership position in the TCR space;
and
-
-
the continued expansion of our intellectual property portfolio.
Generally,
the remuneration arrangements adopted in 2017 recognise the greater demands placed on our CEO and senior executive team to deliver on our strategy and create value for our
shareholders.
Finally,
under the last approved Directors' Remuneration policy, the Board has discretion to pay Non-Executive Directors in the form of a mixture of cash and equity. As anticipated in
the Remuneration Report for the period ended 31 December 2015, we implemented revised remuneration arrangements for Non-Executive Directors during 2016 so that such remuneration now comprises
an award of a fixed number of share options, plus an additional number of share options or cash payment at the Director's election. The option awards and cash payments were established at competitive
levels based on peer group data from comparable companies provided in a benchmarking survey undertaken by Radford consultants.
|
|
|
/s/ DAVID M. MOTT
David M Mott
Director and Chairman of Remuneration Committee
|
|
|
10 March 2017
|
|
|
A-2
Table of Contents
PART IREPORT ON REMUNERATION
The information provided in this part of the Directors' Remuneration Report is subject to audit.
The Remuneration Committee presents the Report on Remuneration for the year ended 31 December 2016, which will be put to shareholders for
a non-binding vote at the Annual General Meeting to be held on 21 June 2017.
Single Total Figure of Remuneration for each Director
The following table shows the remuneration received by the Directors for the year ended 31 December 2016.
For
reference only, the table also shows the remuneration received by the Directors for the six months ended 31 December 2015, which information was included in the Company's
annual report and financial statements for the period ended 31 December 2015 and approved by shareholders at the Annual General Meeting held on 16 June 2016. The annual bonus amount is
shown for the 12 months ended 31 December 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended 31 December 2016:
|
|
For the six months ended 31 December 2015:
|
|
|
|
|
|
|
|
Variable Pay(1)
|
|
|
|
|
|
|
|
Variable Pay(1)
|
|
|
|
|
|
Fixed Pay(1)
|
|
|
|
Fixed Pay(1)
|
|
|
|
|
|
|
|
|
|
Equity-
Based
Awards(6)
£
|
|
|
|
|
|
|
|
Equity-
Based
Awards(6)
£
|
|
|
|
Name of Director
|
|
Salary
and fees
£
|
|
Taxable
benefits
£
|
|
Annual
bonus
£
|
|
Pension
allowance
£
|
|
Total
£
|
|
Salary
and fees
£
|
|
Taxable
benefits
£
|
|
Annual
bonus
£
|
|
Pension
contributions
£
|
|
Total
£
|
|
Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Noble,
|
|
|
315,000
|
(2)
|
|
848
|
(3)
|
|
78,750
|
(4)
|
|
15,750
|
(5)
|
|
|
|
|
410,348
|
|
|
150,000
|
(2)
|
|
854
|
(3)
|
|
200,000
|
(4)
|
|
7,500
|
(5)
|
|
|
|
|
358,354
|
|
CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-executives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan Knowles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence Alleva
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ali Behbahani
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barbara Duncan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Giles Kerr
|
|
|
5,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ian Laing
|
|
|
13,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Mott
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elliott Sigal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Thompson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tal Zaks
|
|
|
4,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
The
majority of the remuneration was set and paid in pounds sterling (£). For the purpose of this table, the fees paid in U.S. dollars to Dr Tal
Zaks have been translated into pounds sterling based on the U.S. dollar/pound sterling exchange rate at 31 December 2016 ($1.233 to £1).
-
(2)
-
The
base salary levels of our CEO and all other employees of the Group are reviewed and, to the extent deemed necessary, adjusted to be effective from
1 January in each year. The salary amount paid to Mr Noble for the six months ended 31 December 2015, shown in the table, represents 50% of his annual salary of
£300,000 (effective from 1 January 2015) for the year ended 31 December 2015.
-
(3)
-
Taxable
benefits comprise medical and life insurance. Generally, Mr Noble participates in the same benefits as we offer to all our employees in the United
Kingdom where Mr Noble resides.
-
(4)
-
The
annual bonus amount shown for the year ended 31 December 2016 represents the total bonus payment that related to performance in 2016. The annual bonus
amount shown for the six months ended 31 December 2015 represents the total bonus payment that related to performance in the 12 months ended 31 December 2015.
-
(5)
-
The
pension allowance for the year ended 31 December 2016 represents an amount equating to 5% of the base salary for that period. The pension contributions
for the six months ended 31 December 2015 represent 50% of the total contributions for 2015 into a money purchase plan at the rate of 5% of base salary. 5% is the maximum employer matching
contribution to each employee's participation in the basic defined contribution pension scheme.
-
(6)
-
The
valuation of equity-based awards is based on the market value of underlying shares given at the time that performance conditions were met, less the applicable
exercise price. In the year ended 31 December 2016, the valuation of all options granted was nil because it was based on the market value of the underlying shares. There were no performance
obligations linked to the equity-based awards other than service obligations and therefore, for the purposes of this valuation, all performance conditions are considered to be met at the award date.
No equity-based awards were made to Directors during the six months ended 31 December 2015.
Annual Bonus
The annual bonus for the year ended 31 December 2016 shown in the table above for Mr Noble, our CEO, was based on the achievement
of objectives primarily linked to progression with the development of the Group including executing on key elements of our pipeline development
A-3
Table of Contents
programmes,
progressing our clinical trials programmes and opening additional INDs, delivering new alliances from business development activities and continuing toward establishing manufacturing and
laboratory facilities required for the next development phase.
The
Board has considered whether it would be in the best interests of the Company and its shareholders to disclose the precise targets agreed for the performance measures in 2016. As the
specific objectives for a single year are based on the Group's long-term strategies, the Board has concluded that disclosing such targets would necessarily involve divulging competitively sensitive
information that we believe would be detrimental to our commercial performance going forward and, therefore, we are providing the categories of objectives, rather than the precise targets.
Statement of Directors' Shareholdings and Share Interests
The table below shows, for each Director, the total number of shares owned, the total number of share options held and the number of share
options vested as at 31 December 2016. No Director exercised any share options during the year ended 31 December 2016. The table only reflects shares held individually by each Director,
or a family investment vehicle, and does not include shares held by any investment fund with which the Director is affiliated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Director
|
|
Shares owned
|
|
Total share
options
|
|
Vested share
options(1)
|
|
Options exercised
during year
ended
31 December 2016
|
|
Executive Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Noble
|
|
|
11,172,600
|
(2)
|
|
7,241,116
|
|
|
3,023,800
|
|
|
|
|
Non-Executive Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence Alleva
|
|
|
70,584
|
(3)
|
|
746,904
|
|
|
258,013
|
|
|
|
|
Ali Behbahani
|
|
|
|
|
|
340,244
|
|
|
155,682
|
|
|
|
|
Barbara Duncan
|
|
|
|
|
|
332,776
|
|
|
|
|
|
|
|
Giles Kerr
|
|
|
|
|
|
288,000
|
|
|
|
|
|
|
|
Jonathan Knowles
|
|
|
7,138,184
|
(4)
|
|
393,028
|
|
|
393,028
|
|
|
|
|
Ian Laing
|
|
|
29,042,800
|
|
|
303,875
|
|
|
303,875
|
|
|
|
|
David Mott
|
|
|
|
|
|
354,639
|
|
|
163,229
|
|
|
|
|
Elliott Sigal
|
|
|
367,038
|
(5)
|
|
728,639
|
|
|
251,864
|
|
|
|
|
Peter Thompson
|
|
|
|
|
|
341,824
|
|
|
155,682
|
|
|
|
|
Tal Zaks
|
|
|
|
|
|
288,000
|
|
|
|
|
|
|
|
-
(1)
-
All
share options that were outstanding as at 31 December 2016 use time-based vesting and are not subject to performance targets other than continued service
until the date of vesting.
-
(2)
-
Includes
1,200,000 Ordinary shares represented by 200,000 ADSs that Mr Noble purchased in October 2015.
-
(3)
-
Consists
of 70,584 Ordinary shares represented by 11,764 ADSs that Mr Alleva purchased during the IPO.
-
(4)
-
Includes
70,584 Ordinary shares represented by 11,764 ADSs that Dr Knowles purchased during the IPO.
-
(5)
-
Includes
254,100 Ordinary shares held by Sigal Family Investments LLC, as well as 52,938 Ordinary shares represented by 8,823 ADSs that Dr Sigal
purchased during the IPO and 60,000 Ordinary shares represented by 10,000 ADSs purchased by Sigal Family Investments LLC in May 2016.
A-4
Table of Contents
Policy on Shareholding Requirements
We do not currently have a policy requiring our Directors to hold a certain number or value of our shares. However, we encourage our Executive
Director and senior executive officers to have a shareholding in the Company.
Directors' Equity-based Awards Held at 31 December 2016
The table below presents the interests of the Directors in options to acquire our Ordinary shares with a nominal value of £0.001 per
share as at 31 December 2016. 4,181,368 options were granted to Directors during the year ended 31 December 2016. None of our Directors exercised any options during the year ended
31 December 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Director
|
|
Options
Held
|
|
Grant
date
|
|
Start date
for vesting
|
|
Exercise
price
|
|
First date of exercise of
some or all options(1)
|
|
Date of
expiry
|
Executive Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Noble(2)
|
|
|
1,335,000
|
|
20/03/15
|
|
31/03/14
|
|
£
|
0.1120
|
|
31/03/14
|
|
30/03/24
|
|
|
|
438,100
|
|
20/03/15
|
|
31/03/14
|
|
£
|
0.1120
|
|
31/03/15
|
|
30/03/24
|
|
|
|
3,500,000
|
|
20/03/15
|
|
19/12/14
|
|
£
|
0.3557
|
|
19/12/15
|
|
19/12/24
|
|
|
|
1,968,016
|
|
18/01/16
|
|
18/01/16
|
|
£
|
0.89
|
|
18/01/17
|
|
18/01/26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
7,241,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Executive Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence Alleva(3)
|
|
|
519,481
|
|
16/03/15
|
|
16/03/16
|
|
£
|
0.5000
|
|
16/03/16
|
|
16/03/25
|
|
|
|
30,745
|
|
11/05/15
|
|
11/05/15
|
|
£
|
1.82
|
|
11/05/15
|
|
11/05/25
|
|
|
|
196,678
|
|
11/08/16
|
|
11/08/16
|
|
£
|
0.97
|
|
11/08/17
|
|
11/08/26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
746,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ali Behbahani
|
|
|
155,682
|
|
11/05/15
|
|
11/05/15
|
|
£
|
1.82
|
|
11/05/15
|
|
11/05/25
|
|
|
|
184,562
|
|
11/08/16
|
|
11/08/16
|
|
£
|
0.97
|
|
11/08/17
|
|
11/08/26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
340,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barbara Duncan(4)
|
|
|
332,776
|
|
23/06/16
|
|
23/06/16
|
|
£
|
1.01
|
|
23/06/17
|
|
23/06/26
|
Giles Kerr(4)
|
|
|
288,000
|
|
29/11/16
|
|
29/11/16
|
|
£
|
0.65
|
|
29/11/17
|
|
29/11/26
|
Jonathan Knowles(5)
|
|
|
175,806
|
|
11/05/15
|
|
11/05/15
|
|
£
|
1.82
|
|
11/05/15
|
|
31/12/18
|
|
|
|
217,222
|
|
11/08/16
|
|
11/08/16
|
|
£
|
0.97
|
|
30/12/16
|
|
31/12/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
393,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ian Laing(5)
|
|
|
159,875
|
|
11/05/15
|
|
11/05/15
|
|
£
|
1.82
|
|
11/05/15
|
|
31/12/18
|
|
|
|
144,000
|
|
11/08/16
|
|
11/08/16
|
|
£
|
0.97
|
|
30/12/16
|
|
31/12/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
303,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Mott
|
|
|
163,229
|
|
11/05/15
|
|
11/05/15
|
|
£
|
1.82
|
|
11/05/15
|
|
11/05/25
|
|
|
|
191,410
|
|
11/08/16
|
|
11/08/16
|
|
£
|
0.97
|
|
11/08/17
|
|
11/08/26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
354,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elliott Sigal(3)
|
|
|
519,481
|
|
16/03/15
|
|
16/03/16
|
|
£
|
0.5000
|
|
16/03/16
|
|
16/03/25
|
|
|
|
24,596
|
|
11/05/15
|
|
11/05/15
|
|
£
|
1.82
|
|
11/05/15
|
|
11/05/25
|
|
|
|
184,562
|
|
11/08/16
|
|
11/08/16
|
|
£
|
0.97
|
|
11/08/17
|
|
11/08/26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
728,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Thompson
|
|
|
155,682
|
|
11/05/15
|
|
11/05/15
|
|
£
|
1.82
|
|
11/05/15
|
|
11/05/25
|
|
|
|
186,142
|
|
11/08/16
|
|
11/08/16
|
|
£
|
0.97
|
|
11/08/17
|
|
11/08/26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
341,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tal Zaks(4)
|
|
|
288,000
|
|
29/11/16
|
|
29/11/16
|
|
£
|
0.65
|
|
29/11/17
|
|
29/11/26
|
Notes
to table of Directors' Equity-based Awards Held at 31 December 2016
-
(1)
-
All
share options awarded to Directors that were outstanding as at 31 December 2016 use time-based vesting and are not subject to performance targets other
than continued service until the date of vesting.
A-5
Table of Contents
-
(2)
-
All
options granted to James Noble on 20 March 2015 were granted as replacement options in exchange for options formerly held over Ordinary shares of
Adaptimmune Limited. Generally, these replacement options vest and become exercisable as follows: 25% on the first anniversary of the grant date of the original options and 75% in monthly instalments
over the following three years.
-
(3)
-
519,481
options granted to Lawrence Alleva and 519,481 options granted to Dr Elliott Sigal vest and become exercisable as follows: 25% on the first
anniversary of the grant date and 75% in monthly instalments over the following three years. All options granted to Non-Executive Directors on 11 May 2015 vested and became exercisable on
11 May 2015. All options granted to Non-Executive Directors on 11 August 2016 vest and become exercisable on 11 August 2017.
-
(4)
-
Options
granted to Barbara Duncan, Giles Kerr and Tal Zaks were awarded on appointment as new Directors, and vest and become exercisable as follows: 25% on the first
anniversary of the grant date and 75% in monthly instalments over the following two years.
-
(5)
-
In
recognition of Dr Jonathan Knowles' service as the Board chairman and the chairman of the Corporate Governance and Nominating Committee, and of Ian Laing's
service as a Director and member of the Audit and Remuneration Committees, up to 31 December 2016, the vesting of 217,222 options held by Dr Knowles and of 144,000 options held by
Mr Laing was accelerated so that such options vested and became exercisable on 30 December 2016. Any options held by Dr Knowles and Mr Laing that are not exercised on or
before 31 December 2018 will lapse and cease to be exercisable.
The
closing market price of our ADSs on 30 December 2016 was $4.05. One ADS represents six Ordinary shares.
Payments Made to Past Directors
During the year ended 31 December 2016, we made no payments to former Directors of the Company.
Payments for Loss of Office
During the year ended 31 December 2016, we made no payments with respect to a Director's loss of office.
Policy on Payments for Loss of Office
Our approach to payments in the event of termination of an Executive Director is to take account of the individual circumstances including the
reason for termination, individual performance, contractual obligations and the terms of the long-term incentive plans in which the Executive Director participates.
During
March 2017, the Company entered into an amended service agreement with our Executive Director and adopted an executive severance policy that is applicable to our Executive
Director and senior executive officers. The amended service agreement and executive severance policy are compliant with our last approved Directors' Remuneration Policy. In particular, all employment
arrangements for any Executive Director(s) will continue to include a notice provision and continuing payment obligations for not more than a maximum period of one year following our termination of an
Executive Director. Payment obligations would include base salary, target bonus and benefits. In addition, the Board has discretion under our option scheme rules to allow some or all of the options
held by our Executive Director and senior executives to vest in the event of a change of control or otherwise.
We
will comply with applicable disclosure and reporting requirements of the Securities and Exchange Commission with respect to remuneration arrangements with a departing Executive
Director.
A-6
Table of Contents
Illustration of Total Shareholder Return
The information provided in this part of the Directors' Remuneration Report is not subject to audit.
The following graph compares the cumulative total shareholder return on our ADSs, each representing six Ordinary shares, with that of the Nasdaq
Biotech Index for the period that our shares were publicly traded. We selected the Nasdaq Biotech Index because our ADSs trade on The NASDAQ Global Select Market and we believe this indicates our
relative performance against a group consisting of more similarly situated companies.
Chief Executive Officer Total Remuneration History
The table below sets out total remuneration details for the Chief Executive Officer.
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
Single total figure
of remuneration £(1)
|
|
Annual bonus payout
against maximum
opportunity(2)
|
|
Long term incentive
vesting rates against
maximum opportunity(3)
|
|
Year ended 31 December 2016:
|
|
|
410,348
|
|
|
50
|
%
|
|
100
|
%
|
Six months ended 31 December 2015:
|
|
|
358,354
|
|
|
100
|
%
|
|
100
|
%
|
Year ended 31 December 2015:
|
|
|
516,708
|
|
|
100
|
%
|
|
100
|
%
|
-
(1)
-
The
Single total figure of remuneration for the six months ended 31 December 2015 includes the annual bonus payment for performance in the year ended
31 December 2015.
-
(2)
-
The
bonus payout percentage amount for the year ended 31 December 2016 relates to the total annual bonus payment for performance in the 12 months ended
31 December 2016. The bonus payout percentage amount for the six months ended 31 December 2015 and for the year ended 31 December 2015 relates to the total annual bonus payment
for performance in the 12 months ended 31 December 2015.
-
(3)
-
The
amount shown represents the percentage of the options that actually vested during the period expressed as a percentage of the maximum number of options that
could have vested during the period. There were no performance obligations linked to these equity-based awards, other than service obligations, and therefore, all options that could have vested during
the period have actually vested.
A-7
Table of Contents
Chief Executive Officer's Remuneration Compared to Other Employees
The Chief Executive Officer's average fixed salary of £315,000 for the year ended 31 December 2016 was 4.9 times the value of
the average fixed salary of the Group's employees for such period. His average fixed salary of £150,000 for the six months ended 31 December 2015 was 3.8 times the value of the
average fixed salary of the Group's employees for the six months ended 31 December 2015.
The
following table shows the percentage change in remuneration of the Chief Executive Officer and the average increase per employee between the year ended 31 December 2016 and
the year ended 31 December 2015. The figures for the six months ended 31 December 2015 have been annualised.
|
|
|
|
|
|
|
|
Percentage change in remuneration in the year ended 31 December 2016
compared with remuneration in the year ended 31 December 2015(1)
|
|
|
|
CEO
|
|
Average change
per employee
|
|
Base salary
|
|
|
5
|
%
|
|
19%
|
(2)
|
Annual bonus
|
|
|
61
|
%
|
|
8
|
%
|
Taxable benefits
|
|
|
50%
|
(3)
|
|
59%
|
(3)
|
-
(1)
-
The
figures for the year ended 31 December 2015 are based on figures for the six months ended 31 December 2015 that have been annualised
-
(2)
-
The
significant percentage increase for base salary was driven by substantial growth in employee numbers in 2016. Employee numbers grew to an average of 266
full-time equivalent ("FTE") employees for the year ended 31 December 2016 (compared to an average of 173 FTE employees for the year ended 31 December 2015). The average increase per
employee is calculated on the basis of the average number of 266 FTE employees for the year ended 31 December 2016.
-
(3)
-
Taxable
benefits for the CEO and for employees comprise small amounts and, therefore, any change generates a significant percentage decrease or increase. For the
year ended 31 December 2016, the CEO's taxable benefits totalled £848 (year ended 31 December 2015: £1,708)for more details, please refer to the
table for '
Single Total Figure of Remuneration for each Director'
on page 26.
Relative Importance of Spend on Pay
The following table sets forth the total amounts spent by the Company and its direct and indirect subsidiaries on remuneration for the year
ended 31 December 2016 and the six months ended 31 December 2015. Given that the Group remains in the early phases of its business life cycle, the comparator chosen to reflect the
relative importance of the Group's spend on pay is the Group's research and development expenses as shown in its consolidated income statement on page 38 of its Annual Report and Financial
Statements for the year ended 31 December 2016.
|
|
|
|
|
|
|
|
Period:
|
|
Year ended
31 December 2016
|
|
Six months ended
31 December 2015
|
|
Total spend on remuneration(1):
|
|
$
|
38,513,000
|
|
$
|
15,105,000
|
|
Research and development expenses:
|
|
$
|
68,514,000
|
|
$
|
26,342,000
|
|
-
(1)
-
The
total spend on remuneration includes the value of equity-based awards as recognised in the financial statements in accordance with International Financial
Reporting Standard 2 "Share-Based Payments".
A-8
Table of Contents
The Remuneration Committee
Prior to 31 December 2016, the Remuneration Committee was comprised of Mr David Mott (Chairman), Mr Ian Laing,
Dr Peter Thompson and Dr Tal Zaks, who joined the Committee upon his appointment to the Board on 14 November 2016. Following the retirement of Mr Laing on
31 December 2016, the Remuneration Committee is comprised of Mr Mott (Chairman), Dr Thompson and Dr Zaks. All members have continued to serve until the date of this Report
on
Remuneration. The charter of the Committee is set forth on our website at http://www.adaptimmune.com
Advice Provided to the Remuneration Committee
The Committee retained Radford, an Aon Hewitt company, and Willis Towers Watson to provide independent advice and consultation with respect to
remuneration arrangements for the Chief Executive Officer (being our sole Executive Director) and senior management. Radford and Willis Towers Watson are global remuneration consultants with
well-established reputations for the design and implementation of remuneration programmes, including the design and implementation of equity-based award programmes. In the year ended
31 December 2016, the amounts paid to Radford totalled $27,152 and the amounts paid to Willis Towers Watson totalled $38,158.
In
addition to Radford and Willis Towers Watson, the Committee solicited and received input from the Chief Executive Officer concerning the remuneration of senior executives other than
himself. The Chief Executive Officer provided recommendations with respect to annual cash bonuses to be paid to these persons for service in the year ending 31 December 2016 and base salary
awards effective from 1 January 2017 and with respect to equity-based awards to be made to these persons in 2017. Finally, the Chief Executive Officer also provided input to the Committee
regarding the implementation of equity-based remuneration as an element of all other employees' remuneration.
Statement of Voting Results
Voting at our shareholder meetings has generally been conducted by show of hands by shareholders who are in attendance at the meeting. At the
Annual General Meeting held on 16 June 2016, all of the resolutions set out in the Notice of the Annual General Meeting sent to shareholders were duly proposed and passed by unanimous approval,
including the resolution proposing the approval of the Directors' Remuneration Report for the period ended 31 December 2015. No votes were withheld.
Details
of the proxy votes received in relation to the resolution proposing the approval of the Directors' Remuneration Report for the period ended 31 December 2015 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resolution
|
|
Votes For
|
|
% of Total
|
|
Votes
Against
|
|
% of Total
|
|
Votes
Withheld
|
|
% of Total
|
|
To approve the Directors' Remuneration Report
|
|
|
364,228,920
|
|
|
99.83
|
|
|
617,058
|
|
|
0.17
|
|
|
115,566
|
|
|
0.03
|
|
Statement of Implementation of Remuneration Policy in the Period ended 31 December 2016
There have been no changes to the Directors' Remuneration Policy as approved at the Annual General Meeting of shareholders held on
17 December 2015. In 2017, the Company intends to continue to adhere to the policy as approved.
A-9
Table of Contents
Application of the Remuneration Policy to Executive Director Remuneration for the year ending
31 December 2017
The following table provides an illustration of the potential remuneration for the year ending 31 December 2017 for the Chief Executive
Officer, as the sole Executive Director, computed in accordance with the last approved Remuneration Policy and by applying the following assumptions:
|
|
|
Minimum
|
|
The base salary for the Executive Director is assumed to be the base salary of £407,830 per annum effective from 1 January 2017.
|
|
|
The value of benefits receivable for the year ending 31 December 2017 is assumed to be 5% of base salary for a pension allowance payment and the same rate of contribution for private health insurance as for
2016.
|
|
|
No bonus is assumed for the Executive Director.
|
In line with expectations
|
|
The same components for base salary and benefits as reflected for the minimum above.
|
|
|
The expected level of bonus is taken to be 50% of base salary, being the target level of bonus payment for the year ending 31 December 2017.
|
Maximum
|
|
The same components for base salary and benefits as reflected for the minimum above.
|
|
|
The maximum level of bonus is taken to be 100% of current base salary.
|
Annual bonus
For the year ending 31 December 2017, the Chief Executive Officer is eligible for a target bonus award of 50% of his base salary of
£407,830 (that is, £203,915), subject to the achievement of objectives. These are linked to our business strategies, which include: the continued advancement of our clinical
trials for our AFP, MAGE-A10 and MAGE-A4 SPEAR T-cells, and as well as of our clinical studies with our NY-ESO SPEAR T-cell beyond the setting of synovial sarcoma where preliminary evidence of
efficacy and safety is established; continuing to use our SPEAR T-cell platform to generate SPEAR T-cells for cancers where existing therapeutic approaches are limited; continuing to understand,
further enhance and improve the
effectiveness and persistence of our SPEAR T-cell therapies; and the continued optimization and expansion of our process development and manufacturing capabilities to maintain our leadership position
in the TCR space and the continued expansion of our intellectual property portfolio.
It
is anticipated that the Board will meet in the first quarter of 2018 to assess the performance of the Chief Executive Officer for the year ended 31 December 2017 against the
objectives.
The
Board has considered whether it would be in the best interests of the Company and its shareholders to disclose the precise targets agreed for the performance measures in 2017. As the
specific objectives for a single year are based on the Group's long-term strategies, the Board has concluded that disclosing such targets would necessarily involve divulging competitively sensitive
information that we believe would be detrimental to our commercial performance going forward and, therefore, we are providing the categories of objectives, rather than the precise targets.
A-10
Table of Contents
PART IIDIRECTORS' REMUNERATION POLICY
We have set forth below a summary of the remuneration policy for the Executive Directors and for our Non-Executive Directors.
The
full Directors' Remuneration Policy has been excluded from this Directors' Remuneration Report, as the last approved policy will continue to apply. That remuneration policy was
approved at the Annual General Meeting held on 17 December 2015 and remains effective for a maximum of three years, until 16 December 2018, or until a revised policy is approved by
shareholders. The last approved remuneration policy can be found in the Annual Report and Financial Statements of the Company for the year ended 30 June 2015, which is available in the
Investors section of our website: http://www.adaptimmune.com
Summary of remuneration policyExecutive Directors
As Adaptimmune Therapeutics plc is a U.K. incorporated company listed on NASDAQ, the Committee considers it appropriate to examine and be
informed by compensation practices in both the U.K. and U.S., particularly in the matter of equity-based incentives. The Committee considers that the last approved Directors' Remuneration Policy
continues to be appropriate and fit for purpose, but the Committee is committed to reviewing the remuneration policy on an ongoing basis in order to ensure that it remains effective and competitive.
The
last approved Directors' Remuneration Policy is used to determine the remuneration for our CEO, our sole Executive Director, as well as for our other senior executives, and would
also apply to other Executive Directors and senior executives that we appointed.
As
described in the last approved Directors' Remuneration Policy, the elements of remuneration for our Executive Director and senior executives comprise: base salary, pension, benefits
(currently, access to death-in-service life insurance, family private medical cover and ill-health income protection), annual bonus and long term equity incentives (currently, share option awards).
The
remuneration of our CEO is determined by the Board after having considered recommendations from the Committee. The remuneration of other senior executives in the Group is determined
by the Committee.
In
2016, the Committee retained an independent remuneration consultant, Willis Towers Watson, to assist the Committee in ensuring that our remuneration arrangements for the Executive
Director and senior executives are competitive for the calendar year commencing 1 January 2017. Willis Towers Watson provided data from comparable publicly traded biopharmaceutical companies
and otherwise assisted the Committee in its design of competitive remuneration for the Executive Director and senior executives. We expect to continue to use remuneration consultants to assist the
Committee in determining competitive levels of executive remuneration and specific design elements of our remuneration programme.
Summary of remuneration policyNon-Executive Directors
Under the last approved Directors' Remuneration policy, the Board has the discretion to pay fees to any or all Non-Executive Directors; and/or
to pay Non-Executive Directors in the form of a mixture of cash and share options. As anticipated in the Report on Remuneration for the period ended 31 December 2015, we revised our
remuneration arrangements for Non-Executive Directors during 2016 to comprise an award of a fixed number of share options, plus an additional number of share options or cash payment at the Director's
election. The option awards and cash payments were established at competitive levels taking into account peer data from comparable companies provided in a benchmarking survey undertaken by Radford
consultants and are compliant with the last approved Directors' Remuneration policy.
A-11
Table of Contents
Our
Non-Executive Directors do not receive any pension from the Company nor do they participate in any performance-related incentive plans.
Our
Non-Executive Directors participate in the Group's long-term incentive plans on terms similar to those used for Executive Directors. In accordance with their Letters of Appointment,
all Non-Executive Directors (except for Barbara Duncan, Giles Kerr and Tal Zaks) were granted an annual award of share options on 11 August 2016. Ms Duncan, Mr Kerr and
Dr Taks were awarded share options on joining the Board and relevant committees during 2016. Each Non-Executive Director is entitled to receive an annual award of share options, with such
number to be determined by the Board.
In
determining option awards, the Board works within benchmarking guidelines provided by remuneration consultants. All options are granted with an exercise price that is no lower than
the fair market value on the trading date prior to the date of grant and options awarded to new Directors become exercisable over three years while options awarded annually are exercisable on the
first anniversary of the date of grant. Expected values are calculated in accordance with generally accepted methodologies based on Black-Scholes models.
Approval
This report was approved by the Board of Directors on 10 March 2017 and signed on its behalf by:
|
|
|
/s/ DAVID M. MOTT
David M Mott
Director
|
|
|
10 March 2017
|
|
|
A-12
Adaptimmune Therapeutics (NASDAQ:ADAP)
Historical Stock Chart
From Aug 2024 to Sep 2024
Adaptimmune Therapeutics (NASDAQ:ADAP)
Historical Stock Chart
From Sep 2023 to Sep 2024