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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
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
ADAPTIMMUNE THERAPEUTICS PLC
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

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

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Adaptimmune Therapeutics PLC
Registered office: 60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire OX14 4RX, U.K.
Incorporated in England & Wales with registered no. 09338148
April 11, 2024
Dear Shareholder:
2024 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 or supplied to you because, as of April 9, 2024 (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 12:00 p.m. London time (7:00 a.m. Eastern Standard Time) on Tuesday, May 14, 2024 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 American Depositary Shares (“ADSs”), please ignore this section and refer instead to the section below — “Holders of American Depositary Shares”.
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, by email: margaret.henry@adaptimmune.com, or mobile: +44 (0)7710 304249.
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, or is being sent to you by email if you have opted to receive information by email. You are able to submit your proxy vote online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy) to arrive by no later than 12:00 p.m. London time (7:00 a.m. Eastern Standard Time) on Friday, May 10, 2024.
Alternatively, if you have received a printed form of proxy and prefer to return it by post, 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 12:00 p.m. London time (7:00 a.m. Eastern Standard Time) on Friday, May 10, 2024. CREST members may appoint a proxy by using the CREST electronic proxy appointment service. 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 or for your form of proxy to remain valid, you must continue to be registered as a holder of ordinary shares in the Company’s register of members as of 6:30 p.m. London time (1:30 p.m. Eastern Standard Time) on Friday, May 10, 2024.
Therefore, if you sell or transfer your ordinary shares in the Company on or prior to May 10, 2024, your form of proxy can no longer be used and if submitted (whether before or after you sell or transfer your ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale
 

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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.
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 vote at the AGM as an ordinary shareholder. You will also not be able to use the form of proxy that has been sent to you. 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 Shares — please 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 ADSs, you or your bank, broker or nominee must be registered as a holder of ADSs in the ADS register by 5:00 p.m. Eastern Standard Time on Thursday, April 11, 2024 (the record date for ADS holders).
If you hold ADSs through a bank, broker or nominee on April 11, 2024, 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, N.A. by no later than 10:00 a.m. Eastern Standard Time on Thursday, May 9, 2024.
Contact 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 43099, Providence, RI 02940-5000.
Contact at Adaptimmune
If at any point you require guidance, please contact Margaret Henry, Company Secretary, on email: margaret.henry@adaptimmune.com 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 is likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, your Directors unanimously recommend that you vote in favor 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,
/s/ David M. Mott
David M. Mott
Chairman, Adaptimmune Therapeutics plc
 

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Adaptimmune Therapeutics PLC
60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire OX14 4RX, U.K.
Registered Company No. 09338148
NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 14, 2024
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 Tuesday, May 14, 2024 at 12:00 p.m. London time (7:00 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, David Mott, who retires by rotation in accordance with the Articles of Association.
2.   To re-elect as a director, Andrew Allen, who retires in accordance with the Articles of Association.
3.   To re-elect as a director, Lawrence Alleva, who retires by rotation in accordance with the Articles of Association.
4.   To re-elect as a director, Priti Hegde, who retires in accordance with the Articles of Association.
5.   To re-elect as a director, Kristen Hege, who retires in accordance with the Articles of Association.
6.   To re-elect as a director, Garry Menzel, who retires in accordance with the Articles of Association.
7.   To re-appoint KPMG LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders.
8.   To authorize the Audit Committee to determine our auditors’ remuneration for the fiscal year ending December 31, 2024.
9.   To adopt the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2023.
10.   To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2023, as disclosed in the Company’s proxy statement under the “Executive Compensation Discussion and Analysis” section, the compensation tables and the narrative disclosures that accompany the compensation tables.
11.   To approve our U.K. statutory directors’ remuneration report for the year ended December 31, 2023 (excluding our directors’ remuneration policy), which is set forth as Annex A (excluding Part II of Annex A) to the Company’s proxy statement.
12.   To approve our directors’ remuneration policy, which is set forth as Part II of Annex A to the Company’s proxy statement, and which, if approved, will take effect upon conclusion of the Annual General Meeting.
13.   To authorize the directors generally and unconditionally for the purpose of s551 of the U.K. Companies Act 2006 to allot shares in the Company or to grant rights to subscribe for or to convert any
 

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security into shares in the Company (“Rights”) up to a maximum aggregate nominal amount of £505,881.00 to such persons at such times and upon such conditions as the directors may determine (subject to the Company’s articles of association). This authority shall expire (unless previously renewed, varied or revoked) on the earlier of the conclusion of the annual general meeting in 2025 and June 30, 2025 but so that the Company may make offers and enter into agreements before that expiry which would, or might, require shares to be allotted or Rights to be granted after that expiry and the directors may allot shares or grant Rights pursuant to any of those offers or agreements as if the authority had not expired.
The authority referred to in this resolution is in substitution for the authority conferred on the directors under s551 of the U.K. Companies Act 2006 at the annual general meeting held on May 16, 2023 but the directors may allot shares or grant Rights pursuant to an offer made or agreement entered into by the Company before the expiry of the authority pursuant to which that offer was made or agreement entered into.
Special resolution
14.   Subject to the passing of Resolution 13, to empower the directors generally pursuant to s570(1) of the U.K. Companies Act 2006 to allot equity securities (as defined in s560 of the U.K. Companies Act 2006) for cash pursuant to the general authority conferred on them by Resolution 13 as if s561(1) of the U.K. Companies Act 2006 did not apply to that allotment. This power:
(a)   shall be limited to the allotment of equity securities up to an aggregate nominal amount of £505,881.00;
(b)   expires (unless previously renewed, varied or revoked) on the earlier of the conclusion of the annual general meeting in 2025 and June 30, 2025 but so that the Company may make offers and enter into agreements before that expiry which would, or might, require equity securities to be allotted after that expiry and the directors may allot equity securities pursuant to any of those offers or agreements as if this power had not expired; and
(c)   applies in relation to a sale of shares which is an allotment of equity securities by virtue of s560(3) of the U.K. Companies Act 2006 as if in the first paragraph of this resolution the words “pursuant to the general authority conferred on them by Resolution 13” were omitted.
For the purposes of this resolution, references to the allotment of equity securities shall be interpreted in accordance with s560 of the U.K. Companies Act 2006.
Proposals 1 through 13 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 14 will be proposed as a special resolution. A special resolution is passed on a show of hands if it is approved by 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 9, 10 and 11 regarding adoption of our U.K. statutory annual accounts and reports for the year ended December 31, 2023, approval of the compensation of our named executive officers for the year ended December 31, 2023 and approval of our U.K. statutory directors’ annual report on remuneration for the year ended December 31, 2023 (excluding the directors’ remuneration policy) 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 9, 10 and 11.
The results of any polls taken on the resolutions at the Annual General Meeting and any other information required by the U.K. Companies Act 2006 will be made available on our website
 

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(https://www.adaptimmune.com) as soon as reasonably practicable following the Annual General Meeting and for the required period thereafter.
BY ORDER OF THE BOARD
/s/ Margaret Henry
Margaret Henry
Company Secretary
April 11, 2024
Registered Office
60 Jubilee Avenue, Milton Park,
Abingdon,
Oxfordshire OX14 4RX, United Kingdom
Registered in England and Wales
No 09338148
 

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Notes
(a)
Only those members registered in the register of members of the Company at 6:30 p.m. London time (1:30 p.m. Eastern Standard Time) on May 10, 2024 will be entitled to attend and vote at the Annual General Meeting (“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 12:00 p.m. London time (7:00 a.m. Eastern Standard Time) on May 10, 2024. 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 12:00 p.m. London time (7:00 a.m. Eastern Standard Time) on May 10, 2024. 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.
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,
 

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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 9, 2024 (being the last practicable date before circulation of this Notice), the Company’s issued ordinary share capital consisted of 1,533,371,874 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as of that date are 1,533,371,874.
(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 employment 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.
 

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Adaptimmune Therapeutics PLC
60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire OX14 4RX, U.K.
Registered Company No. 09338148
PROXY STATEMENT FOR THE 2024 ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 14, 2024
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”, “Adaptimmune”, “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 Tuesday, May 14, 2024, at 12:00 p.m. London time (7:00 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, internet and personal solicitation. All costs of solicitation of proxies will be covered by us.
We are sending or supplying the Notice of 2024 AGM, this proxy statement and the form of proxy to our ordinary shareholders of record as of April 9, 2024 (being the latest practicable date before the circulation of this document) for the first time on or about April 11, 2024. We are also including our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (“2023 U.K. Annual Report”) and our annual report on Form 10-K for the year ended December 31, 2023 (the “Annual Report on Form 10-K”). This includes sending or supplying our proxy materials, including this proxy statement and the Annual Report on Form 10-K, to relevant brokers, dealers, bankers and their nominees in their capacity as shareholders of record, so that they can supply these materials to the relevant beneficial owners of ordinary shares.
Whilst this document is being sent or supplied to our ordinary shareholders of record, this document will also be made 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 May 14, 2024
Our Notice of 2024 AGM, this proxy statement, the Annual Report on Form 10-K, our 2023 U.K. Annual Report and our form of proxy are available in the Investors section of our website at https://www.adaptimmune.com.
 
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QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL GENERAL MEETING
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 of Directors (the “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, please submit your proxy online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy). Alternatively, you may simply complete, sign and return the enclosed form of proxy. CREST members may appoint a proxy by using the CREST electronic proxy appointment service. All proxies, however submitted, must be lodged with our registrar, Computershare, by no later than 12:00 p.m. London time (7:00 a.m. Eastern Standard Time) on Friday, May 10, 2024.
We intend to send this proxy statement and the accompanying form of proxy on or about April 11, 2024 to all ordinary shareholders of record as of April 9, 2024.
Materials for ADS holders of record, including the Depositary’s notice of meeting, incorporating a link to the proxy materials on the Adaptimmune website, and an ADS proxy card, will be mailed on or about April 16, 2024 to all ADS holders, including banks, brokers and nominees, who are registered as holders of ADSs in the ADS register by 5:00 p.m. Eastern Standard Time on April 11, 2024 (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 6:30 p.m. London time (1:30 p.m. Eastern Standard Time) on Friday, May 10, 2024 will be entitled to vote at the Meeting. As of April 9, 2024 (being the last practicable date before the circulation of this proxy statement) there were 1,533,371,874 ordinary shares issued and outstanding and entitled to vote.
Whether or not you plan to attend the Meeting, we urge you to submit your proxy to ensure you count towards the quorum and your vote is counted. Please submit your proxy online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy). Alternatively, please complete and return the enclosed form of proxy. CREST members may appoint a proxy by using the CREST electronic proxy appointment service.
All proxies, however submitted, must be lodged with our registrar, Computershare, by no later than 12:00 p.m. London time (7:00 a.m. Eastern Standard Time) on Friday, May 10, 2024.
If you sell or transfer your ordinary shares in the Company on or prior to May 10, 2024, your form of proxy can no longer be used and if submitted (whether before or after you sell or transfer your ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee should contact 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 9, 2024, your ordinary shares were held in an account at a brokerage firm, bank or other similar organization and you are the beneficial owner of shares, these proxy materials should be forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Meeting by proxy. 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 5:00 p.m. Eastern Standard Time on Thursday, April 11, 2024 (the record date for ADS holders).
 
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If you hold ADSs through a brokerage firm, bank or nominee on April 11, 2024, the materials for ADS holders, including the Depositary’s notice of meeting, incorporating a link to the materials on the Adaptimmune website, and the ADS proxy card, will be sent to that organization. The organization holding your account is considered the ADS holder of record. Please reach out to that organization to provide your voting instructions.
Please note that ADS proxy cards submitted by ADS holders must be received by Citibank, N.A. by no later than 10:00 a.m. Eastern Standard Time on Thursday, May 9, 2024.
Citibank, N.A. will collate all votes properly submitted by ADS holders and submit votes on behalf of all ADS holders.
Contact 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 43099, Providence, RI 02940-5000.
Contact at Adaptimmune
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 14 or abstain from voting your shares on one or more of these proposals.
Proposals 1 through 13 will be proposed as ordinary resolutions. Proposal 14 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. A special resolution is passed on a show of hands if it is approved by 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 9, 10 and 11 regarding adoption of our U.K. statutory annual accounts and reports for the year ended December 31, 2023, approval of the compensation of our named executive officers for the year ended December 31, 2023 and approval of our U.K. statutory directors’ annual report on remuneration for the year ended December 31, 2023 (excluding the directors’ remuneration policy) will not require our Board of Directors or any committee thereof 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 proposals 9, 10 and 11.
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.
 
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Proposal
Description of Proposal
Board’s
Recommendation
1
Re-election of David Mott as a director
FOR
2
Re-election of Andrew Allen as a director
FOR
3
Re-election of Lawrence Alleva as a director
FOR
4
Re-election of Priti Hegde as a director
FOR
5
Re-election of Kristen Hege as a director
FOR
6
Re-election of Garry Menzel as a director
FOR
7
Re-appointment of KPMG LLP as the Company’s auditors, to hold office until the conclusion of the next annual general meeting of shareholders
FOR
8
Authorization for the Audit Committee to determine our auditors’ remuneration for the fiscal year ending December 31, 2024
FOR
9
To adopt the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023
FOR
10
Approval of the compensation of our named executive officers for the year ended December 31, 2023, which is set forth in this proxy statement
FOR
11
Approval of our U.K. statutory directors’ annual report on remuneration for the year ended December 31, 2023 (excluding our directors’ remuneration policy), which is set forth as Annex A (excluding Part II of Annex A)
FOR
12
Approval of our U.K. directors’ remuneration policy, which is set forth as Part II of Annex A, and which, if approved, will take effect upon the conclusion of the Meeting.
FOR
13
Authorization for the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £505,881.00.
FOR
14
Empowering the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £505,881.00 pursuant to the authorization in Proposal No. 13 as if U.K. statutory pre-emption rights did not apply.
FOR
What constitutes a quorum?
For the purposes of the Meeting, a quorate meeting will be formed by two persons being present and between them holding (or being the proxy or corporative representative of the holders of) at least one-third in number of the issued ordinary shares of the Company entitled to vote 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.
Where Citibank N.A. submits votes on behalf of any ADS holders, the number of ordinary shares represented by the ADSs held by the relevant ADS holders will count towards the quorum.
How do I vote my shares?
If you are an ordinary “shareholder of record,” you may appoint a proxy to vote on your behalf:
 
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By submitting your proxy online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy); or

By completing and signing the form of proxy and returning it in the envelope provided; or

For CREST members, by appointing a proxy by using the CREST electronic proxy appointment service.
All proxies (however submitted) must be lodged with our registrar (Computershare) by no later than 12:00 p.m. London time (7:00 a.m. Eastern Standard Time) on Friday, May 10, 2024.
If you properly give instructions as to your proxy appointment by executing and returning a form of proxy, or by submitting your proxy online, and your proxy appointment is not subsequently revoked, your shares will be voted by the attendance of your proxy at the Meeting and your proxy voting 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 by:

emailing or mailing a revised form of proxy dated later than the prior form of proxy; or

notifying the Company’s registrar (Computershare) in writing that you are revoking your proxy. Your revocation must be received by Computershare not less than 48 hours (not including non-business days) before the time of the Meeting to be effective; or

voting in person at the Meeting.
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.
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 directly submit your proxy online to Computershare at www.investorcentre.co.uk/eproxy (see instructions on form of proxy) or you can return your executed form of proxy to Computershare for tabulation.
If you hold your ordinary shares through a broker, your broker will directly submit your proxy to Computershare online or return the form of proxy to Computershare.
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. A “vote withheld” or abstention is not a vote in law and will not be counted in the calculation of the votes “for” and “against” a resolution.
 
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How many votes do I have?
On a show of hands, each ordinary shareholder of record present in person, and each duly authorized 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 authorized 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 as of 6:30 p.m. London time (1:30 p.m. Eastern Standard Time) on Friday, May 10, 2024. 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.
How do you solicit proxies?
We have engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Meeting. We estimate that we will pay Morrow Sodali a fee not to exceed $15,000. We have agreed to reimburse Morrow Sodali for certain reasonable and documented out-of-pocket fees and expenses, including telephone charges, and will also indemnify Morrow Sodali, its subsidiaries and their respective directors, officers, employees and agents against certain claims, liabilities, losses, damages and expenses. We may also reimburse banks, brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of our ordinary shares. Our directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. We will 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, other than with respect to procedural matters in relation to the Meeting, no business other than proposals 1 through 14 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 the role of KPMG?
KPMG LLP (“KPMG”) is our auditor for the fiscal year ended December 31, 2023 and our Audit Committee has selected KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and has further directed that we submit the selection of KPMG for approval by our shareholders at the Meeting. Proposal 7 seeks your approval of the re-appointment of KPMG to serve as our auditor, to hold office until the conclusion of the next annual general meeting of shareholders.
KPMG are entitled to attend any general meeting of the Company and be heard on any part of the business of the meeting that concerns them as auditors.
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
 
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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 43099, Providence, RI 02940-5000.
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.
Directions to Meeting
Directions to our Meeting, which is to be held at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX, are available in the Contact section of our website at: https://www.adaptimmune.com
 
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ELECTION OF DIRECTORS
Our Board of Directors currently consists of nine directors.
Our Articles of Association require that those directors who were appointed by the Board since our 2023 Annual General Meeting must retire from office and may offer themselves for re-election. Accordingly, each of Dr. Andrew Allen, Dr. Priti Hegde, Dr. Kristen Hege and Dr. Garry Menzel will retire from office and offer himself or herself for re election by our shareholders at the 2024 AGM.
Additionally, our Articles of Association require one-third (or such number nearest to but not exceeding one-third) of our directors who are subject to retirement by rotation to retire from office at each annual general meeting, being those directors longest in office since their last re-election or appointment. In the case of equal tenure, retirement is by agreement. Of the five directors subject to retirement by rotation, Mr. David Mott and Mr. Lawrence Alleva, 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 Dr. Andrew Allen, Dr. Priti Hegde, Dr. Kristen Hege, Dr. Garry Menzel, Mr. David Mott and Mr. Lawrence Alleva 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 each of Dr. Andrew Allen, Dr. Priti Hegde, Dr. Kristen Hege, Dr. Garry Menzel, Mr. David Mott and Mr. Lawrence Alleva 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 6, 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.
 
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PROPOSAL 1 — RE-ELECTION OF DAVID MOTT TO THE BOARD OF DIRECTORS
Mr. David Mott is currently a member and the chairman 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. Mott has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Mr. Mott, 58, has served as our Chairman since January 2017 and as a Non-Executive Director since February 2015. He also serves as Chairman of our Remuneration Committee and 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. Mr. Mott formerly served as a General Partner of NEA, an investment firm focused on venture capital and growth equity investments, from September 2008 to February 2020, and led its healthcare investing practice. Prior to joining NEA, he was 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.
Mr. Mott is currently a private investor through Mott Family Capital. He is Chairman of Ardelyx, Inc. (Nasdaq: ARDX) and Mersana Therapeutics, Inc., (Nasdaq: MRSN) and serves as a director of Novavax, Inc. (Nasdaq: NVAX). He previously served as Chairman of Epizyme, Inc. (Nasdaq: EPZM), Imara, Inc. (Nasdaq: IMRA) and TESARO, Inc. (Nasdaq: TSRO) and as a director of Nightstar Therapeutics plc (Nasdaq: NITE). He has also previously served on numerous public and private company boards. Mr. Mott received a Bachelor of Arts degree in economics and government 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.
Based on his extensive experience as a senior executive and board member 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 Mr. Mott is qualified to serve on our Board of Directors. Mr. Mott 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 DAVID MOTT TO THE BOARD OF DIRECTORS
 
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PROPOSAL 2 — RE-ELECTION OF ANDREW ALLEN TO THE BOARD OF DIRECTORS
Dr. Andrew Allen 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. Allen has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Dr. Allen, 57, has served as a Non-Executive Director and a member of our Remuneration Committee since June 2023 following the merger of Adaptimmune with TCR² Therapeutics, Inc (“TCR²”). He also serves as a member of our Research and Development (“R&D”) Committee. He formerly served as a board member of TCR² from December 2018 to June 2023.
Dr. Allen is a co-founder of Gritstone bio, Inc. (Nasdaq: GRTS), and has served as its President, Chief Executive Officer, and board member since its inception in August 2015. Prior to Gritstone, in April 2009, Dr. Allen co-founded Clovis Oncology, Inc., a public pharmaceutical development company, and served as its executive vice president of clinical and preclinical development and chief medical officer from April 2009 to July 2015. Prior to that, he was Chief Medical Officer at Pharmion Corporation from 2006 to 2008 (acquired by Celgene for $2.9B). Previously, Dr. Allen served in clinical development leadership roles at Chiron Corporation and Abbott Laboratories and worked at McKinsey & Company, where he advised life science companies on strategic issues. He practiced medicine in the UK National Health Service in the 1990s.
He currently serves on the board of directors of Peptone Inc. (as board chairman), Verge Genomics Inc., and Revitope Oncology, Inc, all private biotechnology companies. Dr. Allen previously served on the board of directors of Sierra Oncology, Epizyme and Cell Design Labs, all of which were acquired by larger biopharmaceutical companies.
Dr. Allen qualified in medicine at Oxford University and received a Ph.D. in immunology from Imperial College of Science, Technology, and Medicine in London. Our Board of Directors believes Dr. Allen’s qualifications to serve as a member of our board include his scientific background, 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 director and senior executive in the pharmaceutical and healthcare sectors, the Corporate Governance and Nominating Committee concluded that Dr. Allen is qualified to serve on our Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-ELECTION OF ANDREW ALLEN TO THE BOARD OF DIRECTORS
 
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PROPOSAL 3 — RE-ELECTION OF LAWRENCE ALLEVA TO THE BOARD OF DIRECTORS
Mr. Lawrence (Larry) Alleva 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. Alleva has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Mr. Alleva, 74, has served as a Non-Executive Director since March 2015 and also serves as Chairman of our Audit Committee. He 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 of public companies Bright Horizons Family Solutions, Inc. (NYSE: BFAM), Mersana Therapeutics, Inc. (Nasdaq: MRSN) and Galera Therapeutics, Inc (Nasdaq: GRTX) and chairs the audit committee for those companies. He previously served as a director of Mirna Therapeutics, Inc. (NYSE: MIRN) and TESARO, Inc. (Nasdaq: TSRO), and of GlobalLogic, Inc. through the sale of the company in 2013 and chaired the audit committee for those companies. 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 M.B.A. 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.
Based on his financial expertise and experience as a board member in the pharmaceutical and healthcare sectors, including chairing a number of audit committees, as well as his extensive experience of working with public companies on financial and accounting matters and as a senior executive at PwC, the Corporate Governance and Nominating Committee concluded that Mr. Alleva is qualified to serve on our Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-ELECTION OF LAWRENCE ALLEVA TO THE BOARD OF DIRECTORS
 
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PROPOSAL 4 — RE-ELECTION OF PRITI HEGDE TO THE BOARD OF DIRECTORS
Dr. Priti Hegde 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. Dr. Hegde has agreed to serve if elected, and we have no reason to believe that she will be unable to serve.
Dr. Hegde, 52, has served as a Non-Executive Director and as a member of our Corporate Governance and Nominating Committee since June 2023 following the merger of Adaptimmune with TCR². She also serves as a member of our R&D Committee. She formerly served as a board member of TCR² from August 2021 to June 2023.
Dr. Hegde is SVP and Global Head of Research of Kite, a Gilead company (Nasdaq: GILD). Previously, she served as Chief Scientific Officer of Foundation Medicine Inc., where she oversaw clinical product development, cancer genomics, regulatory and early stage research to advance their leading comprehensive genomic profiling portfolio. Prior to Foundation Medicine, Dr. Hegde held roles of increasing responsibility at Genentech for 12 years, where she served as senior director and principal scientist in oncology biomarker development, during which she established and led the biomarker group accountable for translational science strategies in cancer immunotherapy and was responsible for clinical translation strategies for more than 18 therapeutic programs in over 100 Phase I-III global clinical trials. Dr. Hegde was also instrumental in the approvals for Tecentriq® (atezolizumab), a PD-L1 immunotherapy, in both the United States and European Union, as well as its forthcoming diagnostic filings. Prior to joining Genentech, Dr. Hegde was the manager of disease and biomarker transcriptomics at GlaxoSmithKline.
Dr. Hegde completed her post-doctoral fellowship at The Institute for Genomic Research and holds a Ph.D. in Biochemical Pharmacology from SUNY Buffalo, as well as a B. Pharmacy degree from Mumbai University, India. Our Board of Directors believes Dr. Hegde’s qualifications to serve as a member of our board include her scientific background, extensive experience in the pharmaceutical industry and her years of experience in her leadership roles as an executive officer.
Based on her extensive experience as a senior executive in the pharmaceutical and healthcare sectors, the Corporate Governance and Nominating Committee concluded that Dr. Hegde is qualified to serve on our Board of Directors. Dr. Hegde recused herself from the Corporate Governance and Nominating Committee’s deliberations concerning her nomination.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-ELECTION OF PRITI HEGDE TO THE BOARD OF DIRECTORS
 
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PROPOSAL 5 — RE-ELECTION OF KRISTEN HEGE TO THE BOARD OF DIRECTORS
Dr. Kristen Hege 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. Dr. Hege has agreed to serve if elected, and we have no reason to believe that she will be unable to serve.
Dr. Hege, 60, has served as a Non-Executive Director since November 2023. She also serves as Chairman of our R&D Committee. Dr. Hege has more than two decades of oncology clinical leadership experience. Previously, she served as Senior Vice President, Early Clinical Development, Hematology/Oncology & Cell Therapy at Bristol Myers Squibb (BMS) from November 2019, following BMS’ acquisition of Celgene, until her retirement in March 2023. She held a similar role at Celgene from 2010 to 2019. At both companies she was responsible for global early clinical development and oversight of their pipelines and partnered assets, including cell therapies, in all hematologic and solid tumor indications from first-in-human studies through human proof-of-concept. A highlight was leadership of the bluebird bio partnered BCMA CAR T cell (Abecma) product development from target identification to FDA approval.
In addition, Dr. Hege spent over two decades as a part time clinical faculty member in the division of hematology at the University of California, San Francisco (UCSF), most recently as Clinical Professor of Medicine. Prior to Celgene, she was a senior medical advisor to development-stage biotech companies including Aragon, Cellerant and Theraclone. A pioneer in immuno-oncology, Dr. Hege began her career at Cell Genesys Inc. where she spent 14 years in various roles of increasing responsibility focused on cell and gene therapy development, including oversight of pioneering clinical studies of CAR T cells in HIV infection and cancer.
Dr. Hege holds a M.D. from the UCSF School of Medicine and a B.A. in biochemistry from Dartmouth College. She completed her residency in Internal Medicine at Brigham and Women’s Hospital and completed a subspecialty fellowship in Hematology and Oncology at UCSF.
Dr. Hege also serves as a board member of Mersana Therapeutics, Inc (Nasdaq: MRSN) and Graphite Bio Inc (Nasdaq: GRPN). In 2022 she was recognized by Forbes magazine as one of “50 women over 50: entrepreneurs” in recognition of her leadership role in the development of Abecma. Our Board of Directors believes Dr. Hege’s qualifications to serve as a member of our board include her scientific background, extensive experience in the pharmaceutical industry and her years of experience in her leadership roles as a director and executive officer.
Based on her extensive experience as a director and senior executive in the pharmaceutical and healthcare sectors, the Corporate Governance and Nominating Committee concluded that Dr. Hege is qualified to serve on our Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-ELECTION OF KRISTEN HEGE TO THE BOARD OF DIRECTORS
 
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PROPOSAL 6 — RE-ELECTION OF GARRY MENZEL TO THE BOARD OF DIRECTORS
Dr. Garry Menzel 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. Menzel has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Dr. Menzel, 59, has served as a Non-Executive Director and as a member of our Audit Committee since June 2023 following the merger of Adaptimmune with TCR². He formerly served as a board member and Chief Executive Officer of TCR² from 2016 to June 2023.
Dr. Menzel has over 25 years of experience in building healthcare businesses and leading high-performing teams of professionals. His versatile career has included operational roles covering drug development, manufacturing, commercialization, financing, and M&A. Prior to TCR², he was the Chief Financial Officer at DaVita Healthcare (NYSE: DVA), a kidney dialysis and primary care physician company, and the Chief Operating Officer at Regulus Therapeutics (Nasdaq: RGLS), a microRNA therapy company. Dr. Menzel also had global leadership roles in running the biotechnology practices at Goldman Sachs and Credit Suisse where he advised on more than $100 billion in strategic transactions. In addition, he was a consultant with Bain & Company.
Dr. Menzel was a founding board member of Fierce 15 award winner Black Diamond Therapeutics (Nasdaq: BDTX), a clinical stage precision oncology company, and serves as chair of the audit committee. He also currently serves as a board member of Stoke Therapeutics (Nasdaq: STOK), a clinical stage biotechnology company using novel antisense oligonucleotide medicines to treat severe genetic diseases.
Dr. Menzel earned his Ph.D. from the University of Cambridge for studying the regulation of oncogenes in immune cells. He also has a M.B.A. from the Stanford Graduate School of Business. Our Board of Directors believes Dr. Menzel’s qualifications to serve as a member of our board include his scientific background and financial expertise, his extensive experience in the biopharmaceutical industry and his years of experience in his leadership roles as a director and executive officer.
Based on his extensive experience as a director and senior executive in the biotechnology, pharmaceutical and healthcare sectors, the Corporate Governance and Nominating Committee concluded that Dr. Menzel is qualified to serve on our Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-ELECTION OF GARRY MENZEL TO THE BOARD OF DIRECTORS
 
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PROPOSAL 7 — RE-APPOINTMENT OF KPMG LLP AS OUR AUDITORS, TO HOLD
OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING OF SHAREHOLDERS
Proposal 7 seeks your approval of the re-appointment of KPMG LLP to serve as our auditor, to hold office until the conclusion of the next annual general meeting of shareholders. In the event this proposal does not receive the affirmative vote of the holders of a majority of the shares entitled to vote and who are present in person or represented by proxy at the Meeting, the Board of Directors may appoint an auditor to fill the vacancy.
Background to Proposal 7
Our Audit Committee has selected KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and has further directed that we submit the selection of KPMG for approval by our shareholders at the Meeting.
The Audit Committee approves KPMG’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. Additional information concerning the Audit Committee and its activities can be found in the following sections of this proxy statement: “Board Committees” and “Report of the Audit Committee.
KPMG commenced auditing our annual financial statements with the fiscal year 2010.
Fees for Independent Registered Public Accounting Firm — KPMG
The table below sets forth a summary of the fees billed to the Company by KPMG for professional services rendered for the fiscal years ended December 31, 2023 and December 31, 2022. All such audit and audit-related services were pre-approved by the Audit Committee, which concluded that the provision of such services by KPMG was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.
Fees
December 31, 2023
($)
December 31, 2022
($)
Audit Fees(1)
1,026,000 1,188,000
Audit-related Fees(2)
386,000 258,000
Tax Fees(3)
All Other Fees(4)
Total 1,412,000 1,446,000
(1)
Audit fees for 2023 and 2022 consisted of fees for the audits of the Company’s annual consolidated financial statements.
(2)
Audit-related fees for 2023 and 2022 consisted primarily of fees billed in connection with reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q and, in 2022, fees for the audit of the effectiveness of the Company’s internal control over financial reporting. Included in the 2023 and 2022 fees are fees billed in connection with registration statements, offerings and the issuance of comfort letters.
(3)
Tax Fees consist of fees for professional services, including tax consulting and compliance. There were no such fees incurred in 2023 or 2022.
(4)
All Other Fees incurred were $nil in 2023 and $nil in 2022.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-APPOINTMENT OF KPMG LLP AS OUR AUDITORS, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS
 
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PROPOSAL 8 — AUTHORIZATION FOR THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS’ REMUNERATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024
Proposal 8 authorizes the Audit Committee to determine our auditors’ remuneration for the fiscal year ending December 31, 2024. Fees for KPMG, our independent registered public accounting firm and U.K. statutory auditors, in respect of the years ended December 31, 2023 and December 31, 2022, are set forth in Proposal 7 above.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE AUTHORIZATION OF OUR AUDIT COMMITTEE TO DETERMINE OUR AUDITORS’
REMUNERATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024
 
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PROPOSAL 9 — RESOLUTION TO ADOPT 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, 2023 through December 31, 2023, 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 and to adopt them.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RESOLUTION TO ADOPT THE COMPANY’S U.K. STATUTORY ANNUAL ACCOUNTS AND REPORTS
 
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PROPOSAL 10 — ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) enable our shareholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed under the “Executive Compensation Discussion and Analysis” section, the 2023 Summary Compensation Table and the related compensation tables, notes, and narrative in this proxy statement.
This proposal, known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.
Our compensation programs are designed to support our business goals and promote our long-term profitable growth. Our equity plans are intended to align compensation with the long-term interests of our shareholders. We urge shareholders to read the “Executive Compensation Discussion and Analysis” section, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives. We also encourage you to review the 2023 Summary Compensation Table and other related compensation tables and narratives, which provide detailed information on the compensation of our named executive officers. The Board and the Remuneration Committee believe that the policies and procedures described and explained in the “Executive Compensation Discussion and Analysis” section are effective in achieving our goals.
The vote under this Proposal No. 10 is advisory, and therefore not binding on the Company, the Board or our Remuneration Committee. However, our Board of Directors and Remuneration Committee values the opinions of our shareholders and will review and consider the voting results when making future decisions regarding our executive compensation program. Currently, we expect to hold an advisory vote on the compensation paid to our named executive officers each year and expect that the next such vote will occur at our 2025 annual general meeting of shareholders.
Shareholders will be asked at the Meeting to approve the following resolution pursuant to this Proposal No. 10:
RESOLVED, that the shareholders of the Company approve, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers,” as disclosed in this proxy statement under the “Executive Compensation Discussion and Analysis” section, the compensation tables and the narrative disclosures that accompany the compensation tables.”
THE BOARD RECOMMENDS YOU VOTE
FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
SET FORTH IN THIS PROXY STATEMENT
 
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PROPOSAL 11 — APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON REMUNERATION
Our U.K. statutory directors’ remuneration report is set forth as Annex A (excluding Part II of 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, excluding the directors’ remuneration policy which will be considered under Proposal 12. 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 THE APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON
REMUNERATION SET FORTH AS ANNEX A (EXCLUDING PART II OF ANNEX A)
 
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PROPOSAL 12 — APPROVAL OF DIRECTORS REMUNERATION POLICY
Our U.K. statutory directors’ remuneration policy is set forth as Part II of Annex A to this proxy statement. Our directors’ remuneration policy is used to determine the remuneration for our directors, including our Chief Executive Officer (our sole executive director), and our senior executive officers. The policy has as its key objective the engagement and retention of high-quality directors and senior executive officers. The last approved remuneration policy was approved by the shareholders at our 2021 annual general meeting and the new remuneration policy is scheduled to be proposed for approval at the 2024 AGM, as required by the U.K. Companies Act 2006.
As set forth in Part II of Annex A, we submit our new proposed remuneration policy, which our Board of Directors has determined is competitive and consistent with current market practices. Our Remuneration Committee conducted a comprehensive review of the remuneration policy. Our Board of Directors and our Remuneration Committee consider that the last approved Directors’ Remuneration Policy continues to be appropriate and fit for purpose. However, minor revisions are proposed to align the policy with market practice and to ensure that the policy can be operated as flexibly as possible in the years ahead. The only substantive changes are:
(i)   to amend the policy on loss of office such that, in the event of termination by the Company without cause or resignation by an executive director for good reason (in each case following a change of control), the executive director is entitled to salary and benefits continuation of up to 18 months (rather than up to 12 months under the existing policy). The provision of up to 18 months salary and benefits continuation, following a change of control, aligns with prevailing US market practice where our Chief Executive Officer (our sole executive director) is based; and
(ii)   to amend the policy to provide for compensation clawback. This amendment reflects our clawback policy, adopted during 2023 to conform with Nasdaq and SEC requirements, under which we may seek the recovery and/or forfeiture of incentive-based compensation paid by the Company in the event that we restate our financial statements under certain circumstances. The clawback policy generally applies to all incentive-based compensation (cash, equity, or equity-based compensation) received by a covered executive during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement after the policy’s effective date. The clawback policy was filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2023.
Our Board of Directors and Remuneration Committee are committed to reviewing the policy on an ongoing basis in order to ensure that it remains effective and competitive.
Our Board of Directors has approved the directors’ remuneration policy and believes it is effective to achieve its objectives. The directors’ remuneration policy, if approved, will take effect immediately upon conclusion of the Meeting. Further information about the policy is available at “Director Remuneration” and the policy is set forth as Part II of Annex A to this proxy statement.
THE BOARD RECOMMENDS YOU VOTE
FOR THE APPROVAL OF OUR DIRECTORS’ REMUNERATION POLICY
SET FORTH AS PART II OF ANNEX A
 
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BACKGROUND TO PROPOSALS 13 AND 14
Pursuant to the U.K. Companies Act 2006, our Board of Directors may only allot and issue shares or grant rights over shares if authorized to do so by our shareholders. Additionally, the U.K. Companies Act 2006 requires that where the Company wishes to issue shares for cash, we must first offer those shares on the same terms to existing shareholders of the Company on a pro-rata basis (commonly referred to as a statutory pre-emption right) unless this statutory pre-emption right is dis-applied, or opted-out of, with the approval of the shareholders.
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 shares or grant of rights over 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 authorized to allot shares up to an aggregate nominal amount of £505,881.00 and be empowered to allot shares or grant rights over shares pursuant to this authority on a non-pre-emptive basis. This authority to allot shares and power to allot shares on a non-pre-emptive basis would apply until the earlier of the conclusion of the annual general meeting in 2025 and June 30, 2025, and will replace all of the existing authorities and powers granted by our shareholders.
These proposals 13 and 14, our Share Authority Proposals, are, in the Board’s view, appropriate to avoid us potentially being at a competitive disadvantage as compared to our peer companies, many of whom are incorporated in the United States. In particular, the requirement to first offer shares that we propose to issue for cash to all of our existing shareholders in time-consuming pro-rata rights offerings would considerably reduce the speed at which we could complete capital-raising activities undertaken in furtherance of our growth strategy and would potentially make it difficult for us to complete such transactions. Many of our strategic competitors are incorporated in the United States where they are not subject to restrictions on their ability to issue shares.
The Share Authority 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 United States. Further, approval of the Share Authority Proposals by shareholders will not exempt the Company from any Nasdaq corporate governance or other requirements, including those limiting the issuance of shares. For these reasons, we, therefore, consider that the Share Authority Proposals are appropriate to the needs of the Company and in the interests of shareholders.
We are asking you to approve our Share Authority 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.
 
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PROPOSAL 13 — AUTHORIZATION 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 authorized 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 May 16, 2023 and was in respect of a maximum aggregate nominal amount of £327,921.00, which represented approximately 33% of the then issued ordinary share capital of the Company. It remains unexercised in respect of approximately 10.39% of the Company’s issued ordinary share capital as of April 9, 2024. Resolution 13 is an ordinary resolution to seek a new authority, which will replace the existing authority.
Resolution 13 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 £505,881.00. This amount represents approximately 33% of the issued share capital of the Company as of April 9, 2024. If approved by shareholders, this authority will expire on the earlier of the conclusion of the annual general meeting in 2025 and June 30, 2025.
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 grant of this authority will not exempt the Company from applicable Nasdaq requirements to obtain shareholder approval prior to certain share issuances or to comply with applicable SEC disclosure and other regulations. Our Board of Directors will continue to focus on and satisfy its fiduciary duties to our shareholders with respect to share issuances.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE APPROVAL OF PROPOSAL 13
 
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PROPOSAL 14 — DISAPPLICATION OF PRE-EMPTION RIGHTS
As a UK incorporated company, the Company’s ordinary shareholders are entitled, under the U.K. Companies Act 2006, to pre-emption rights, whereby, in the event that the Company wishes to allot new equity securities for cash, those securities must first be offered to existing shareholders in proportion to the number of ordinary shares they each hold before they can be offered to new shareholders.
In practice, the operation of such pre-emption rights is onerous and can result in significant delay and additional expense to the cost of an equity fundraising. It is therefore customary for our Board of Directors to seek authority from our shareholders to dis-apply statutory pre-emption rights for cash issues of up to a limit approved by the Company’s shareholders.
With the Company solely listed on Nasdaq, and the Company’s peers, key shareholders and primary target market being in the United States, the Board is mindful of the fact that equivalent United States incorporated companies are not required to offer shares to existing shareholders on a pre-emptive basis in the event they are pursuing an equity fundraising. The Board considers that this may place the Company at a competitive disadvantage.
Therefore, Resolution 14 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 2006 did not apply for cash issues. This power was granted to the Directors pursuant to shareholder resolutions passed on May 16, 2023 and was in respect of a maximum aggregate nominal amount of £327,921.00 which represented approximately 33% of the then issued ordinary share capital of the Company. It remains unexercised in respect of approximately 10.39% of the Company’s issued ordinary share capital as of April 9, 2024.
The Directors have decided to seek a new 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 13, to allot shares for cash or to grant rights to subscribe for or to convert any security into shares without first offering them to existing shareholders in proportion to their existing holdings up to an aggregate maximum nominal amount of £505,881.00, which represents approximately 33% of the Company’s issued share capital as of April 9, 2024.
This Resolution will be required to be passed as a special resolution and, if passed, this power will expire on the earlier of the conclusion of the annual general meeting in 2025 and June 30, 2025.
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.
Our Board of Directors considers that, at this stage of development of the Company, the ability to raise new equity funds at relatively short notice and at low cost is vital to the continuing financial health of the business. We believe that it is in the best interests of the Company and our shareholders for the Board to seek to retain the ability to readily raise new equity funds at the appropriate time.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE APPROVAL OF PROPOSAL 14
 
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD OF DIRECTORS
Directors
Below is a list of our Directors and their ages as of the date of this proxy statement.
Name
Age
Position
David M. Mott
58
Chairman of the Board of Directors
Andrew Allen, M.D, Ph. D.
57
Non-Executive Director
Lawrence M. Alleva
74
Non-Executive Director
Ali Behbahani, M.D.
45
Non-Executive Director
John Furey
59
Non-Executive Director
Priti Hegde, Ph.D.
52
Non-Executive Director
Kristen Hege, M.D.
60
Non-Executive Director
Garry Menzel, Ph.D
59
Non-Executive Director
Adrian Rawcliffe
52
Chief Executive Officer and Director
The table below provides certain information regarding the diversity of our Board of Directors as of the date of this proxy statement.
Board Diversity Matrix
Country of Principal Executive Offices:
England
Foreign Private Issuer
No
Disclosure Prohibited under Home Country Law
No
Total Number of Directors
9
Female
Male
Non-Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors
2
7
0
0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction
2
LGBTQ+
0
Did Not Disclose Demographic Background
0
During the year ended December 31, 2023, there were 13 meetings of the Board of Directors. All of our then Directors attended a minimum of 75% of the aggregate of the meetings of the Board of Directors and meetings of its committees of which he or she was a member and eligible to attend in 2023, with the exception of Dr. Menzel. Dr. Menzel joined the Board of Directors on June 1, 2023, on completion of the Company’s merger with TCR², and attended 57% of the aggregate of board and committee meetings of which he was a member held between June 1, 2023 and December 31, 2023. He was unable to attend all board and committee meetings for which he was eligible due to commitments undertaken prior to the merger that could not be changed and scheduling conflicts.
The biographical information for David Mott, Andrew Allen, Lawrence Alleva, Priti Hedge, Kristen Hege and Garry Menzel, the nominees to our Board of Directors, is provided in “Proposal 1 — Re-Election of David Mott to the Board of Directors”, “Proposal 2 — Re-Election of Andrew Allen to the Board of Directors”, “Proposal 3 — Re-Election of Lawrence Alleva to the Board of Directors”, “Proposal 4 — Re-Election of Priti Hegde to the Board of Directors”, “Proposal 5 — Re-Election of Kristen Hege to the Board of Directors” and “Proposal 6 — Re-Election of Garry Menzel to the Board of Directors”respectively.
 
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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.
Dr. Ali Behbahani has served as a Non-Executive Director since February 2015 and also serves as a member of our Corporate Governance and Nominating Committee and of our R&D Committee. He 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. Dr. Behbahani has been a General Partner on the healthcare team at NEA since 2018, having worked for the fund since 2007, specializing in investments in the biopharmaceutical and medical device sectors. He is currently a board member of public companies Arcellx (Nasdaq: ACLX), Black Diamond Therapeutics, Inc (Nasdaq: BDTX), CRISPR Therapeutics AG (Nasdaq: CRSP), CVRx (Nasdaq: CVRX), Monte Rosa Therapeutics (Nasdaq: GLUE) and Nkarta (Nasdaq: NKTX) and formerly served as a director of Genocea (Nasdaq: GNCA), Minerva Surgical (Nasdaq: UTRS), Nevro Corp (NYSE: NVRO) and Oyster Point Pharma, Inc (Nasdaq: OYST). He also serves as a director for several private companies, including 858 Therapeutics, Cardionomic, FirstLight Bio, Korro Bio, Launchpad Therapeutics, Nexo Therapeutics, Spyglass Pharma, Stablix and Tune Therapeutics. 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 M.B.A. from The University of Pennsylvania Wharton School. 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.
John Furey has served as a Non-Executive Director since July 2018 and also serves as a member of our Audit Committee and of our Remuneration Committee. He has over 30 years of experience of developing and implementing operational strategies and leading commercial and technical teams. Mr. Furey has served as the Chief Executive Officer of Imvax, Inc. since September 2019. He also serves as an independent board member of Sensorion (Euronext Growth: ALSEN). Prior to joining Imvax, Mr. Furey served as Chief Operating Officer at Spark Therapeutics, Inc from December 1, 2016 through December 31, 2018, where he was responsible for global commercial operations, medical affairs, technology development and technical operations. Prior to joining Spark Therapeutics, Mr. Furey was senior vice president and head of global operations for Baxalta, where he directed manufacturing, quality, engineering, and process development. He actively managed a $2.5 billion production budget across Baxalta’s global network and led a first-in-class supply chain organization for rare diseases. Mr. Furey led the team that coordinated and delivered the successful establishment of Baxalta through a spin out from Baxter and led the Baxter Vaccine inline business to realize significant top line and bottom line growth. He also spent two years in China as general manager of Pfizer’s vaccine business unit following a role with responsibility for global pricing and reimbursement at Pfizer Vaccines. In these roles, Mr. Furey gained extensive experience in pipeline development and global product launches. Earlier in his career, he held both commercial and operations positions of increasing scope and responsibility with Pfizer and Wyeth Pharmaceuticals. Mr. Furey has an executive M.B.A. from St. Joseph’s University, Philadelphia, a B.S. degree from Trinity College, Dublin, and a diploma in Environmental Health from the Technology University, Dublin. Our Board of Directors believes Mr. Furey’s 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.
Adrian Rawcliffe has served as our Chief Executive Officer since September 2019 and is a member of our Executive Team. Previously, he served as our Chief Financial Officer from March 2015 through September 2019. Mr. Rawcliffe has over 20 years of experience within the biopharmaceutical industry and most recently served as Senior Vice President, Finance of GSK’s North American Pharmaceuticals business. He 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 currently serves as a non-executive director of WAVE Life Sciences (Nasdaq: WVE). 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. Our Board of Directors believes
 
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Mr. Rawcliffe’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.
CORPORATE GOVERNANCE
Structure of our Board of Directors
The leadership structure of our 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.
Independence of our Board of Directors
Our Board of Directors has determined that all of our directors, other than Adrian Rawcliffe, our CEO, 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.
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.
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. The Audit Committee also monitors compliance with legal and regulatory requirements. 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.
COMMITTEES OF OUR BOARD OF DIRECTORS
Our Board of Directors has four standing committees: the Audit Committee, the Remuneration Committee, the Corporate Governance and Nominating Committee and the R&D Committee. The charters for each of these committees can be found on our website at https://www.adaptimmune.com.
 
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Name
Audit
Remuneration
Corporate
Governance
and Nominating
Research and
Development
David M. Mott
Chair
Chair
Andrew Allen, M.D.
X
X
Lawrence M. Alleva
Chair
Ali Behbahani, M.D.
X
X
John Furey
X
X
Priti Hegde, Ph.D.
X
X
Kristen Hege, M.D.
Chair
Garry Menzel, Ph.D.
X
Audit Committee
Our Audit Committee is currently composed of Mr. Alleva, Mr. Furey and Dr. Menzel, 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 Capital Market. Our Board of Directors has determined that each of Mr. Alleva and Dr. Menzel 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 seven meetings during 2023. 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;

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. Allen and Mr. Furey, 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 Nasdaq rules. The Remuneration Committee held six meetings during 2023. 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;
 
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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.
Remuneration Committee Interlocks and Insider Participation
None of the members of our Remuneration Committee has at any time 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 compensation for our executive officers with the exception of our Chief Executive Officer who is also our sole executive director. Executive and non-executive director compensation 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 compensation matters but he does not participate in discussions during which his individual compensation is being considered and approved. Our policy is that no individual will participate in discussions or decisions concerning his or her own compensation.
In 2022 the Committee retained Pearl Meyer, an independent compensation consultant, to assist the Committee with respect to compensation actions in 2023 with the goal of ensuring that our compensation arrangements for our CEO, our other senior executive officers and our non-executive directors were competitive. Pearl Meyer provided data from comparable publicly traded biopharmaceutical companies and otherwise assisted the Committee in its design of competitive compensation for our senior executives and non-executive directors. The Committee expects to continue to use compensation consultants to assist the Committee in determining competitive levels of executive and non-executive compensation and specific design elements of our executive compensation program and non-executive directors’ compensation program. The Committee continued to retain Pearl Meyer through 2023 in order to ensure that our compensation arrangements are competitive for 2024. After review and consultation with Pearl Meyer, the Committee determined that Pearl Meyer is independent and that there is no conflict of interest resulting from retaining Pearl Meyer in 2022 or in 2023. 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 currently composed of Mr. Mott, Dr. Behbahani, and Dr. Hegde, 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 Nasdaq rules. The Corporate Governance and Nominating Committee held five meetings during 2023. 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;
 
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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;

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.
Research and Development Committee
Our Research and Development (“R&D”) Committee was established effective from January 1, 2024 and is currently composed of Dr. Hege, Dr. Allen, Dr. Behbahani, and Dr. Hegde, with Dr. Hege serving as chairman of the committee. Our Board of Directors has determined that each member of the R&D Committee is “independent” as defined under the applicable Nasdaq rules. The purpose of the R&D Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the Company’s R&D strategy; the Company’s pipeline; and other clinical, scientific and R&D matters. Topics may include:

reviewing the Company’s R&D strategy and programs and the Company’s progress in achieving R&D goals and objectives;

reviewing the Company’s position and strategies in relation to emerging scientific trends and activities critical to the success of R&D;

reviewing the Company’s preclinical and clinical data, programmes, pipeline and the progress thereof; and

reviewing the quality, direction and competitiveness of the Company’s R&D programs.
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
 
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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 and Perspective, each of whom is an independent global board and executive search firm, and with Carey Advisors, LLC, an independent board and executive search firm, to assist in identifying and evaluating potential nominees against role specifications.
Shareholder Recommendations and Nominees
It is the policy of our Board of Directors that the Corporate Governance and Nominating 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 Information — Shareholder Proposals for 2025 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 appointed 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:
c/o Margaret Henry
Company Secretary
Adaptimmune Therapeutics plc
60 Jubilee Avenue
Abingdon
Oxfordshire OX14 4RX
United Kingdom
Code of Conduct
We have adopted a Code Conduct applicable to all of our directors, officers and employees. The Code of Conduct is available on our website at https://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.
 
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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 1, 2024, by:

each beneficial owner of more than 5% of our ordinary shares

each of our named executive officers and directors;

all of our named executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission (“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 1, 2024 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 1,532,974,878 ordinary shares outstanding as of April 1, 2024.
Unless otherwise indicated, the address for each of the shareholders listed in the table below is c/o Adaptimmune Therapeutics plc, 60 Jubilee Avenue, Milton Park, Oxfordshire OX14 4RX, United Kingdom.
Ordinary Shares
Beneficially Owned
Name of Beneficial Owner
Number
Percent
5% Shareholders
Matrix Capital Management Master Fund L.P(1)
233,845,110 15.25
EcoR1 Capital, LLC(2)
164,424,420 10.73
New Enterprise Associates(3)
102,478,672 6.68
Baillie Gifford & Co(4)
95,472,840 6.23
Named Executive Officers and Directors
Adrian Rawcliffe(5)
20,343,080 1.33
Helen Tayton-Martin(6)
12,984,350 *
William Bertrand(7)
9,497,212 *
Gavin Wood(8)
5,967,870 *
Elliot Norry, M.D.(9)
4,097,928 *
Ali Behbahani, M.D.(10)
104,824,613 6.84
Garry Menzel(11)
14,229,810 *
Lawrence M. Alleva(12)
3,048,864 *
David M. Mott(13)
3,002,163 *
John Furey(14)
1,600,748 *
Andrew Allen(15)
411,064 *
Priti Hegde(16)
349,423 *
Kristen Hege(17)
Executive Officers
John Lunger(18)
6,043,168 *
Joanna Brewer, Ph.D(19)
2,868,542 *
Cintia Piccina(20)
1,451,802 *
Named Executive Officers, Directors and Executives as a Group (16 persons)
190,720,637 12.44
*
Represents less than 1%.
 
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(1)
Consists of shares held by Matrix Capital Management Company L.P., as of June 30, 2023 based on information provided in a Schedule 13G/A filed with the SEC on July 10, 2023. Matrix Capital Management Company L.P., as investment manager of 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., Bay Colony Corporate Center, 1000 Winter Street, Suite 4500, Waltham, MA 02451.
(2)
The indicated ownership is based on a Schedule 13G/A filed with the SEC by EcoR1 Capital, LLC, EcoR1 Capital Fund Qualified, L.P., (“Qualified Fund”), and Oleg Nodelman on March 26, 2024 (collectively, the “Filers”). EcoR1 Capital, LLC, and/or entities affiliated with EcoR1 Capital, LLC, holds these shares in the form of ADSs. Qualified Fund filed the Schedule 13G on March 26, 2024 (the “Schedule 13G”) jointly with the other Filers, but not as a member of a group and it expressly disclaims membership in a group. In addition, filing the Schedule 13G on behalf of Qualified Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of any of the shares covered by the Schedule 13G or otherwise. Each Filer also disclaims beneficial ownership of the shares except to the extent of that person’s pecuniary interest therein. The business address of EcoR1 Capital, LLC is 357 Tehama Street #3, San Francisco, CA 94103.
(3)
Beneficial ownership consists of (i) 82,978,668 ordinary shares represented by 13,829,778 ADSs directly held by New Enterprise Associates 14, L.P., or NEA 14 and 4 ordinary shares directly held by NEA 14 and (ii) 19,500,000 ordinary shares represented by 3,250,000 ADSs directly held by New Enterprise Associates 16, L.P., or NEA 16. The shares directly held by NEA 14 are indirectly held by NEA Partners 14, L.P., or NEA 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 Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins and Scott D. Sandell. The shares directly held by NEA 16 are indirectly held by NEA Partners 16, L.P., or NEA Partners 16, the sole general partner of NEA 16, NEA 16 GP, LLC, or NEA 16 LLC, the sole general partner of NEA Partners 16 and each of the individual Managers of NEA 16 LLC. The individual Managers of NEA 16 LLC, or collectively, the NEA 16 Managers, are Forest Baskett, Ali Behbahani (a member of our Board), Carmen Chang, Anthony A. Florence, Jr., Mohamad H. Makhzoumi, Scott D. Sandell and Paul Walker. 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 NEA 14, NEA 16 and Sandell New Enterprise Associates, Inc. is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The principal business address of Baskett, Behbahani, Chang, Makhzoumi and Walker is 2855 Sand Hill Road, Menlo Park, CA 94025. The principal business address of Florence is 104 5th Avenue, New York, NY 10001.
(4)
Consists of shares held as of December 29, 2023 based on information provided in a Schedule 13G/A filed with the SEC on January 23, 2024. Baillie Gifford & Co and/or entities affiliated with Baillie Gifford & Co holds these shares in the form of ADSs. The business address of Baillie Gifford & Co is Calton Square, 1 Greenside Row, Edinburgh EH1 34N, Scotland, UK.
(5)
Beneficial ownership for Mr. Rawcliffe consists of (i) 1,594,836 ordinary shares represented by 265,806 ADSs and (ii) options to purchase 18,748,244 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
(6)
Beneficial ownership for Dr. Tayton-Martin consists of (i) 1,800,000 ordinary shares and (ii) options to purchase 11,184,350 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
(7)
Beneficial ownership for Mr. Bertrand consists of (i) 984,948 ordinary shares represented by 164,158 ADSs and (ii) options to purchase 8,512,264 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
(8)
Beneficial ownership for Mr. Wood consists of (i) 96,000 ordinary shares represented by 16,000 ADSs and (ii) options to purchase 5,871,870 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
(9)
Beneficial ownership for Dr. Norry consists of (i) 567,828 ordinary shares represented by 94,638 ADSs and (ii) options to purchase 3,530,100 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
 
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(10)
Includes the shares set forth in footnote (3) above and options held by Dr. Behbahani to purchase 2,345,941 ordinary shares that are or will be exercisable within 60 days of April 1, 2024. 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.
(11)
Consists of (i) options held by Dr. Menzel to purchase 10,112,130 ordinary shares that are or will be exercisable within 60 days of April 1, 2024; (ii) 1,259,586 ordinary shares represented by 209,931 ADSs held by Dr. Menzel; (ii) 1,203,876 ordinary shares represented by 200,646 ADSs held by the Garry E. Menzel Revocable Trust of 2022 and (iv) 1,203,882 ordinary shares represented by 200,647 ADSs held by the Mary E. Henshall Revocable Trust of 2022.
(12)
Consists of (i) options held by Mr. Alleva to purchase 2,905,500 ordinary shares that are or will be exercisable within 60 days of April 1, 2024; (ii) 70,584 ordinary shares represented by 11,764 ADSs held by Mr. Alleva; and (iii) 72,780 ordinary shares represented by 12,130 ADS held by the Lawrence M. Alleva Revocable Trust.
(13)
Consists of options held by Mr. Mott to purchase 3,002,163 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
(14)
Consists of options held by Mr. Furey to purchase 1,600,748 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
(15)
Consists of options held by Dr. Allen to purchase 411,064 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
(16)
Consists of options held by Dr. Hegde to purchase 349,423 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
(17)
Dr. Hege was appointed as a Board member effective November 1, 2023. She holds options to purchase 1,081,906 ordinary shares of which 250,000 will be exercisable on November 1, 2024.
(18)
Beneficial ownership for Mr. Lunger consists of (i) 816,936 ordinary shares represented by 136,156 ADSs and (ii) options to purchase 5,226,232 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
(19)
Beneficial ownership for Dr. Brewer consists of (i) 74,652 ordinary shares represented by 12,442 ADSs and (ii) options to purchase 2,793,890 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
(20)
Beneficial ownership for Ms. Piccina consists of (i) 326,154 ordinary shares represented by 54,359 ADSs and (ii) options to purchase 1,125,648 ordinary shares that are or will be exercisable within 60 days of April 1, 2024.
 
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DELINQUENT SECTION 16(a) REPORTS
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.
 
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TRANSACTIONS WITH RELATED PERSONS
Certain Relationships and Related Party Transactions
Related Person Transactions
Other than the compensation arrangements described below under the sections “Director Remuneration” and “Executive Compensation Discussion and Analysis”, in the period from January 1, 2023 through the date of this proxy statement, we were not a party to any transactions between us and certain “related persons”, which are generally considered to be our executive officers, directors, director nominees or 5% shareholders, or their immediate family members.
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 material 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.
For purposes of the policy we refer to transactions 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 as “related person transactions.”
 
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DIRECTOR REMUNERATION
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 stock options or a mixture of cash fees and stock options. Our remuneration arrangements for Non-Executive Directors during 2023 comprised an award of a fixed number of stock options, plus an additional number of stock options or cash payment at the director’s election. The option awards and cash payments were made at competitive levels of peer group data from comparable companies provided in a competitive benchmarking analysis undertaken by Pearl Meyer in 2023 and are compliant with the Directors’ Remuneration policy approved by our shareholders at our Annual General Meeting on May 14, 2021.
Under our Directors’ Remuneration Policy in effect in 2023, our Non-Executive Directors earned the following annual cash compensation or made an election to receive such compensation in the form of an additional number of stock options.
2023 Cash
Compensation
Board of Directors
$ 40,000
Chairman (additional retainer)
$ 35,000
Audit Committee Chair (additional retainer)
$ 20,000
Remuneration Committee Chair (additional retainer)
$ 15,000
Corporate Governance and Nominating Committee Chair (additional retainer)
$ 10,000
Audit Committee member/non-Chair (additional retainer)
$ 10,000
Remuneration Committee member/non-Chair (additional retainer)
$ 7,500
Corporate Governance and Nominating Committee member/non-Chair (additional
retainer)
$ 5,000
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). The cash compensation is targeted at the 50th percentile of peer group data. Our 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, our Non-Executive Directors are eligible to receive an initial award of stock options covering up to 1,000,000 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 over three years with the first 25% vesting on the first anniversary of the date of grant. Subsequently, all Non-Executive Directors are eligible to receive an annual award of stock options covering up to 500,000 of our ordinary shares and, at their election, 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. These long-term equity incentive awards are targeted at the 50th percentile of peer group data.
During 2023, all Non-Executive Directors were granted an annual award of stock options with the exception of Tal Zaks, who stood down on March 31, 2023, and Barbara Duncan and James Noble who each stood down on June 1, 2023, on the closing of the merger with TCR².
In determining option awards, our Board of Directors works within benchmarking guidelines provided by compensation consultants and seeks recommendations from our Remuneration Committee. 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.
2023 Director Compensation Table
The table below shows the compensation paid to our Non-Executive Directors during the year ended December 31, 2023.
 
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Name
Fees Earned
or paid
in cash $
Option
awards ($)
(1)
Total ($)
David M. Mott(2)
174,831 174,831
Andrew Allen(3)
23,750 59,754 83,504
Lawrence Alleva(4)
128,800 128,800
Ali Behbahani(5)
111,539 111,539
Barbara Duncan(6)
20,833 20,833
John Furey(7)
57,500 59,754 117,254
Priti Hegde(8)
22,500 59,754 82,254
Kristen Hege(9)
6,667 65,967 72,634
Garry Menzel(10)
117,293 117,293
James Noble(11)
Elliott Sigal(12)
111,539 111,539
Tal Zaks(13)
11,875 11,875
(1)
Amounts reflect the aggregate grant date fair value of share options granted during 2023 and computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in Note 2 (q) and Note 12 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023.
(2)
Mr. Mott received an option award covering 1,462,927 ordinary shares on July 3, 2023.
(3)
Dr. Allen received an option award covering 500,000 ordinary shares on July 3, 2023. He received pro-rated fees of $23,750 for the period from June 1, 2023 (his appointment date) to December 31, 2023.
(4)
Mr. Alleva received an option award covering 1,077,756 ordinary shares on July 3, 2023.
(5)
Dr. Behbahani received an option award covering 933,317 ordinary shares on July 3, 2023.
(6)
Ms. Duncan stood down from the Board on June 1, 2023 and did not receive an option award during 2023. She received pro-rated fees of $20,833 for the period from January 1, 2023 through June 1, 2023. In recognition of Ms. Duncan’s service as a Board member and as a member of the Audit Committee from June 23, 2016 up to June 1, 2023, the Board accelerated 500,000 options that would otherwise have vested and become exercisable on July 1, 2023 so that they vested and became exercisable on June 1, 2023. She was permitted a 12 month period in which to exercise those options which had vested as at June 1, 2023. Any options that are not exercised by June 1, 2024 will lapse and cease to be exercisable.
(7)
Mr. Furey received an option award covering 500,000 ordinary shares on July 3, 2023.
(8)
Dr. Hegde received an option award covering 500,000 ordinary shares on July 3, 2023. She received pro-rated fees of $22,500 for the period from June 1, 2023 (her appointment date) to December 31, 2023.
(9)
Dr. Hege received an option award covering 1,000,000 ordinary shares on November 1, 2023. She received pro-rated fees of $6,667 for the period from November 1, 2023 (her appointment date) to December 31, 2023.
(10)
Dr. Menzel received an option award covering 981,463 ordinary shares on July 3, 2023.
(11)
Mr. Noble stood down from the Board on June 1, 2023 and did not receive an option award during 2023. In recognition of Mr. Noble’s service as a Board member from December 3, 2014 up to June 1, 2023, and as the Company’s founding CEO from July 2008 to August 2019, the Board accelerated 710,711 options that would otherwise have vested and become exercisable on July 1, 2023 so that they vested and became exercisable on June 1, 2023. He was permitted a three year period in which to exercise those options which had vested as at June 1, 2023. Any options that are not exercised by June 1, 2026 will lapse and cease to be exercisable.
(12)
Dr. Sigal received an option award covering 933,317 ordinary shares on July 3, 2023. He stood down from the Board on November 1, 2023. In recognition of Dr. Sigal’s service as a Board member and as a member of the Corporate Governance and Nominating Committee from February 12, 2015 to
 
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November 1, 2023 (and also as a board member of Adaptimmune Limited from September 23, 2014 to January 12, 2017), the Board accelerated 933,317 options that would otherwise have vested and become exercisable on July 3, 2024 so that they vested and became exercisable on October 31, 2023. Dr. Sigal was permitted an 18 month period in which to exercise those options which had vested as at November 1, 2023. Any options that are not exercised by May 1, 2025 will lapse and cease to be exercisable.
(13)
Dr. Zaks stood down from the Board on March 31, 2023 and did not receive an option award during 2023. He received pro-rated fees of $11,875 for the period from January 1, 2023 through March 31, 2023. In recognition of Dr Zaks’ service as a Board member and as a member of the Remuneration Committee from November 14, 2016 up to March 31, 2023, the Board accelerated 500,000 options that would otherwise have vested and become exercisable on July 1, 2023 so that they vested and became exercisable on March 29, 2023. He was permitted a 12 month period in which to exercise those options which had vested as at March 31, 2023. Dr. Zaks did not elect to exercise those options, which lapsed and ceased to be exercisable on March 31, 2024.
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 applicable, as well as being re-elected at the annual general meetings in accordance with our Articles of Association. The appointment may be terminated by the Company or the Non-Executive Director with 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.
 
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EXECUTIVE OFFICERS OF THE COMPANY
Below is a list of our executive officers and their ages as of the date of this proxy statement. Except as described below, 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
Adrian Rawcliffe
52
Chief Executive Officer and Director
Gavin Wood
54
Chief Financial Officer
Helen Tayton-Martin, Ph.D
57
Chief Business & Strategy Officer
William Bertrand
59
Chief Operating Officer
John Lunger
55
Chief Patient Supply Officer
Elliot Norry, M.D
61
Chief Medical Officer
Joanna Brewer, Ph.D
48
Chief Scientific Officer
Cintia Piccina
51
Chief Commercial Officer
Adrian Rawcliffe.   For biographical information regarding Mr. Rawcliffe, please refer to the discussion under Board of Directors.
Gavin Wood.   Mr. Wood has served as our Chief Financial Officer since April 2020 and is a member of our Executive Team. He leads our financial operations and strategy and investor relations. Mr. Wood has held CFO and senior management roles in public companies in the life sciences sector since 2006. Before joining Adaptimmune, he served as the Chief Financial Officer and a director of Abcam plc (LSE: ABC) from September 2016 through February 3, 2020, working as part of the executive team that led the company through a period of significant growth and change. Before that, he held a series of roles at Affymetrix Inc, (Nasdaq: AFFX) from 2006 to 2016, including serving as Executive Vice President and Chief Financial Officer from May 2013 through March 2016, and managing the global finance, IT, internal audit and facilities functions, until the company was acquired by ThermoFisher Scientific. Mr. Wood is currently a member of the board of directors of Atlas Antibodies AB. He is a Chartered Accountant and holds a B.A. degree in Archaeology from the University of Durham, U.K.
Helen Tayton-Martin, Ph.D.   Dr. Tayton-Martin has served as our Chief Business & Strategy Officer (CBSO) since October 2022 and is a member of our Executive Team. She formerly served as our Chief Business Officer since 2017 and as our Chief Operating Officer since 2008, a role in which she oversaw the transition of all operations in the company from five to 300 staff, through transatlantic growth, multiple clinical, academic and commercial collaborations and private and public financing through to its Nasdaq IPO. As our CBSO, Dr. Tayton-Martin is responsible for optimizing the strategic and commercial opportunity for Adaptimmune’s assets, leading on business development, competitive intelligence and alliance management. Her role encompasses all aspects of pipeline and technology assessment, strategic portfolio analysis and partnerships, including the company’s strategic partnership with GlaxoSmithKline (LSE/NYSE: GSK), Astellas and Genentech, a member of the Roche Group (SIX: RO, ROG; OTCQX: RHHBY). Dr. Tayton-Martin has over 30 years of experience working within the pharma, biotech and consulting environment in disciplines across preclinical and clinical development, outsourcing, strategic planning, due diligence, business development and company operations. She co-founded Adaptimmune from the former company, Avidex Limited, where she had been responsible for business development of the soluble TCR program in cancer and HIV from 2005 to 2008. Dr. Tayton-Martin previously served as a non-executive director of Trillium Therapeutics Inc. from October 2017 through the sale of the company in November 2021 to Pfizer Inc. She holds a Ph.D. in molecular immunology from the University of Bristol, U.K. and an M.B.A. from London Business School.
William Bertrand.   Mr. Bertrand has served as our Chief Operating Officer since March 2017 and is a member of our Executive Team. He is responsible for operational functions including compliance, human resources, quality and legal/IP, as well as communications, IT and facilities. 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
 
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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.
John Lunger.   Mr. Lunger has served as our Chief Patient Supply Officer since August 2019 and is a member of our Executive Team. He leads the teams responsible for producing and delivering products to patients, accelerating supply execution, and optimizing the supply chain to be ready for commercialization. Previously, Mr. Lunger was our Senior Vice President, Manufacturing and Supply Chain, having joined the Company in March 2017. In this role, he was responsible for clinical manufacturing and global supply of Adaptimmune’s autologous T-cell therapy products. Prior to joining Adaptimmune, Mr. Lunger was Head of Supply Chain and Commercial Product Supply at Merrimack Pharmaceuticals where he led clinical and commercial supply chain as well as the cross functional supply team for Merrimack’s first commercial product launched in October 2015. Earlier in his career, he held various senior manufacturing, operational, and strategy roles with VWR International, Pfizer, and Wyeth Pharmaceuticals. In his nearly 10 years with Wyeth he held a number of leadership positions, including operations and supply chain strategy, supply management, procurement and strategic sourcing, business systems implementation, generic pharmaceutical business management, and site operations management in a pharmaceutical manufacturing plant in Ireland. Mr. Lunger began his career serving as a nuclear trained officer on a U.S. Navy submarine followed by strategic consulting with Accenture. He previously served as a non-executive director of Genocea Biosciences, Inc. (Nasdaq: GNCA). Mr. Lunger holds a Bachelor of Science degree (with distinction) in Ocean Engineering from the U.S. Naval Academy and an M.B.A. in economics and operations management from the University of Chicago’s Booth School of Business.
Elliot Norry, M.D.   Dr. Norry has served as our Chief Medical Officer (CMO) since January 2020 after having served as our acting CMO since August 2019. He is a member of our Executive Team. Previously, he was our Vice President and Head of Clinical Safety and leader of our ADP-A2AFP program, having joined the company in July 2015. Prior to joining Adaptimmune, Dr. Norry served as Safety Development Leader at GSK from 2009, where he managed clinical safety for a broad range of early and late stage products, including approval activities for pazopanib for the treatment of soft tissue sarcoma. He was also Chair of GSK’s Hepatic Safety Panel. Prior to his roles in the biotech and pharmaceutical industry, Dr. Norry practiced adult internal medicine at Abington Memorial Hospital in Abington, Pennsylvania for 13 years. He holds a B.A. from Columbia College and an M.D. from New York University. He performed his residency in Internal Medicine at Temple University Hospital in Philadelphia and his fellowship in gastroenterology at Thomas Jefferson University Hospital in Philadelphia.
Joanna Brewer, Ph.D.   Dr. Brewer has served as our Chief Scientific Officer since May 2022 and is a member of our Executive Team. Previously, Dr. Brewer served as Senior Vice President, Allogeneic Research at Adaptimmune since December 2019. In this role, she built the Allogeneic Research organization from the ground up and took the concept of iPSC-derived allogeneic T-cell therapies from an idea into the potential for an allogeneic candidate in the clinic. Prior to her SVP role, Dr. Brewer held a series of senior managerial roles within Adaptimmune’s research organization. Her experience in immunotherapy and cell therapy at Adaptimmune and its predecessor companies spans more than 20 years and includes roles across the breadth of discovery. Before focusing solely on the allogeneic platform, Dr. Brewer was one of the founding scientists at Adaptimmune who built multiple research teams working on the development of SPEAR T-cell therapies including NY-ESO (transitioned to GSK in 2018), ADP-A2M4 and ADP-A2AFP, as well as early next-generation approaches including the ADP-A2M4CD8 construct. Prior to joining Adaptimmune in 2009, Dr. Brewer held positions at Avidex, Medigene and Immunocore. She holds a master’s degree in Natural Sciences, and a Ph.D. in cellular signalling, both from the University of Cambridge, U.K.
Cintia Piccina.   Ms. Piccina has served as our Chief Commercial Officer since March 18, 2024, having previously served in this role from January 2022 to March 2023, and is a member of our Executive Team. Most recently, she served as the Chief Commercial Officer at AlloVir (Nasdaq: ALVR) helping to build the company’s commercialization capabilities and team to support the launch of the first allogeneic multi
 
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Viral Specific T-cell (VST) therapy, which was AlloVir’s anticipated first commercial product at that time. Prior to her time at Adaptimmune, Ms. Piccina served as the Head of Commercial at 2Seventy Bio (Nasdaq:TSVT) and as SVP Commercial Oncology and US General Manager, leading the launch of the first cell therapy product in multiple myeloma, Abecma (idecabtagene vicleucel), for bluebird bio (Nasdaq:BLUE). Before that she spent over 20 years at Novartis (SIX:NOVN; NYSE:NVS) from 1997 to April 2020, first in Brazil then in the United States, where she held a series of commercial, marketing and sales roles across multiple therapeutic areas including oncology. In her final role at Novartis, Ms. Piccina was VP, Global Oncology Cell and Gene Strategy & Program Management Office, for Kymriah and the CAR-T pipeline, leading the cross-functional leadership teams for business (marketing, medical affairs, market access), manufacturing, and pipeline. She holds a Doctorate in Pharmacy and Biochemistry from the University of Sao Paulo, Brazil, and an M.B.A. from the Escola Superior de Propaganda e Marketing, Sao Paulo.
 
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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Overview
This Compensation Discussion and Analysis (“CD&A”) discusses the compensation philosophy, policies and principles underlying our executive compensation decisions for 2023. This section discusses the material components of the executive compensation program offered to our named executive officers, or NEOs, identified below. As of December 31, 2023, these NEOs were:

Adrian Rawcliffe, Chief Executive Officer;

Gavin Wood, Chief Financial Officer;

William Bertrand, Chief Operating Officer;
Helen Tayton-Martin, Chief Business & Strategy Officer; and

Elliot Norry, Chief Medical Officer.
Executive Summary
Our primary goal in 2023 was to progress the development of the Group including:

filing the Biologics License Application (BLA) for afami-cel and progressing towards commercialization of afami-cel. We submitted the BLA for our first product, afami-cel, for the treatment of synovial sarcoma where there are limited options and a poor prognosis for individuals with advanced disease. We are targeting the commercial launch of afami-cel upon receipt of FDA approval. We continue to build the systems, policies and commercial capabilities to support that launch.

progressing the ADP-A2M4CD8 T-cell therapy into later phase clinical trials. A Phase 2 trial for people with platinum resistant ovarian cancer is recruiting patients. The Phase 2 trial will evaluate ADP-A2M4CD8 as both monotherapy and in combination with a checkpoint inhibitor, nivolumab, in ovarian cancer.

progressing the ADP-A2M4CD8 T-cell therapy into earlier lines of therapy. Enrollment is ongoing in a Phase 1 trial, focusing on treatment of patients with head and neck and urothelial cancers in earlier line settings and in combination with a checkpoint inhibitor (nivolumab). The trial is open at clinical sites in US, Canada, France, UK and Spain.

progressing PRAME directed T-cell therapies into the clinic. The PRAME directed T-cell therapies are progressing through development and are currently in pre-clinical testing.

continuing to develop “off-the-shelf” cell immunotherapies and progress allogeneic cell therapies to the clinic. We have continued to develop our allogeneic platform internally and in collaboration with our partner, Genentech.

continuing to improve our manufacturing and patient supply processes to optimize how we deliver our cell therapies to patients. Our integrated cell therapy manufacturing capabilities enable us to continually enhance our cell and vector manufacturing and supply processes which we believe will ultimately enable us to treat patients quicker, at a lower cost and more effectively.
In November 2022 we announced a decision to focus our clinical and preclinical programs on the MAGE-A4 and PRAME targets including the BLA submission for afami-cel. In November 2022, we also announced that, in order to extend the cash runway, in addition to de-prioritizing non-core programs, we were undertaking a restructuring with an anticipated headcount reduction across the Group of approximately 25% to 30%. The restructuring was completed during Q1 2023 with an overall headcount reduction of approximately 25%.
2023 Business Highlights
Notwithstanding the restructuring, 2023 was a year of strong operational performance for Adaptimmune. Key business highlights during 2023 included:
 
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Filing the BLA for afami-cel and progressing towards commercialization of afami-cel

We submitted the BLA with the FDA for our first product, afami-cel, in December 2023. Acceptance of the BLA was announced on 31 January 2024, with a target PDUFA date of August 4, 2024. We are working towards a commercial launch in Q3 of 2024. A second product, lete-cel, is in pivotal trial, with the full data set targeted for Q3 2024.
Progressing the ADP-A2M4CD8 T-cell therapy into later phase clinical trials

Our Phase 2 ovarian cancer trial with ADP-A2M4CD8 initiated in 2023. We have received Regenerative Medicine Advanced Therapy (RMAT) designation for ADP-A2M4CD8 for the treatment of this indication from the FDA. The Phase 2 trial will evaluate ADP-A2M4CD8 as both monotherapy and in combination with a checkpoint inhibitor, nivolumab, in ovarian cancer. The trial is open in the US, in conjunction with The GOG Foundation, Inc, and is also open at clinical sites in Canada, Spain and France.
Progressing the ADP-A2M4CD8 T-cell therapy into earlier lines of therapy

We initiated two new cohorts in the SURPASS trial in urothelial and head and neck cancers for patients with fewer lines of therapy and in combination with standard of care in those settings. In the focus areas of ovarian, urothelial and head and neck cancers the reported response rate is 75% in patients with 3 or fewer prior lines of therapy (9 out of 12 patients). The trial includes a combination cohort where participants receive a combination of ADP-A2M4CD8 together with a checkpoint inhibitor (nivolumab). The trial is open at clinical sites in the US, Canada, France, UK and Spain.
Progressing PRAME directed T-cell therapies into the clinic

PRAME is highly expressed across a broad range of solid tumors including ovarian, endometrial, lung and breast cancers. We are developing TCR T-cells directed to PRAME, with the initial candidate currently in preclinical testing and next-generation candidates being developed over the longer term.
Continuing to develop “off-the-shelf” cell immunotherapies and progress allogeneic cell therapies to the clinic

We have continued to develop allogeneic or “off-the-shelf” cell therapies utilizing a proprietary allogeneic platform. We have a strategic collaboration with Genentech Inc (“Genentech”). that covers the research and development of “off-the-shelf” cell therapies for up to five shared cancer targets (“off-the-shelf” products) and the development of a novel allogeneic personalized cell therapy platform.
Continuing to improve our manufacturing and patient supply processes to optimize how we deliver our cell therapies to patients.

We have continued to make incremental improvements to enhance our cell and vector manufacturing and supply processes.
Completion of a strategic business combination with TCR² Therapeutics Inc

On March 6, 2023 we announced entry into a definitive agreement to combine with TCR² Therapeutics Inc (“TCR2”) in an all-stock transaction to create a preeminent cell therapy company focused on treating solid tumors. The transaction was expected to close during Q2 2023, subject to the receipt of approvals by Adaptimmune shareholders and TCR2 stockholders and satisfaction or waiver of other customary closing conditions. Following the closing of the transaction on June 1, 2023, Adaptimmune shareholders owned approximately 75% of the combined company and TCR2 stockholders owned approximately 25% of the combined company and the cash runway of the combined company was extended into early 2026.
2023 Executive Compensation Highlights
The following key compensation actions were taken with respect to our NEOs for 2023:
 
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Base Salaries — Our Remuneration Committee reviewed the base salaries of our NEOs in early January 2023 and considered that, given the cost-saving measures announced by the Company in November 2022, it would not be appropriate to recommend an increase to the base salary of our CEO (which recommendation was approved by the Board) and determined that it would not be appropriate to increase the base salaries of our other NEOs. As a result, the base salaries of our CEO and our other NEOs were frozen for 2023.

Annual Cash Bonuses — At the beginning of 2023, our Board approved the 2023 Annual Cash Bonus Plan and the associated goals thereunder. In December 2023, upon review of our performance against the established goals, the Remuneration Committee approved a performance factor of 95% of target after determining that a significant proportion of our corporate goals had been achieved during a challenging year that had also included the completion of a strategic business combination with TCR2. Our NEOs received annual cash bonuses at 95% of their target annual cash bonus opportunities.

Long-Term Incentive Compensation — Our NEOs were granted regular long term incentive compensation opportunities in January 2023 in the form of approximately 75% of stock options to purchase ordinary shares and 25% RSU-style options. Our NEOs were also awarded one-time grants of RSU-style options following the decisions to keep 2023 base salaries frozen (as discussed above) and reduce the 2022 bonus payments our NEOs were entitled to receive (payments reduced in full for our CEO and by approximately half for our other NEOs). The goal of these one-time grants was to support the go-forward retention and engagement of our NEOs.
Compensation Philosophy and Program Design
Our philosophy in setting compensation policies for executive officers has two objectives: (1) to attract and retain a highly skilled team of executives and (2) to align our executives’ interests with those of our shareholders by rewarding short-term and long-term performance. Our Remuneration Committee believes that executive compensation should be directly linked both to continuous improvements in corporate performance (“pay for performance”) and accomplishments that are expected to increase shareholder value.
In furtherance of this goal, our Remuneration Committee has adhered to the following guidelines as a foundation for decisions that affect the levels of compensation:

provide a competitive total compensation package that enables the Company to attract and retain highly qualified executives with the skills and experience required for the achievement of business goals;

align compensation elements with the Company’s annual goals and long-term business strategies and objectives;

promote the achievement of key strategic and financial performance measures by linking short-term and long-term cash and equity incentives to the achievement of corporate and individual performance goals; and

align executives’ incentives with the creation of shareholder value.
Based on this philosophy, our performance-driven executive compensation program has three primary components: base salary, annual cash bonuses, and long-term equity-based compensation. Our Remuneration Committee believes that cash compensation in the form of base salary and annual bonuses provides our executives with short-term rewards for success in operations, and that long-term compensation through the grant of equity awards aligns the objectives of management with those of our shareholders with respect to long-term performance and success.
While it does not have any formal policies for allocating compensation among the three components, our Remuneration Committee reviews relevant competitive market data and uses its judgment to determine the appropriate level and mix of compensation on an annual basis to ensure that compensation levels and opportunities are competitive and that we are able to attract and retain capable executive officers to work for our long-term prosperity and shareholder value, without taking unnecessary or excessive risks.
 
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Pay-for-Performance
We view our compensation practices as an avenue to communicate our goals and standards of conduct and a means to reward our NEOs for their achievements. We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our executive officers and that it therefore promotes stability in our leadership.
To ensure our NEOs’ interests are aligned with those of our shareholders and to motivate and reward them for achievement of our yearly corporate performance objectives, a significant portion of their target annual total direct compensation opportunity is “at-risk” and will vary above or below target levels commensurate with our performance.
We emphasize performance-based compensation that appropriately rewards our executive officers for delivering financial, operational, and strategic results that meet or exceed pre-established goals through our annual cash bonus plan, as well as share options that make up a significant portion of our long-term incentive compensation arrangements.
The target total direct compensation opportunity for our CEO and our other Named Executive Officers during 2023 reflects this philosophy. The substantial majority of our 2023 compensation to our NEOs was in the form of equity incentive awards, which our Remuneration Committee believes aligns our NEOs’ interests with those of our shareholders.
The following charts illustrate the portion of compensation attributable to base salary, annual performance-based cash incentive awards (annual bonus) and long-term equity incentive awards for our Chief Executive Officer, and the average for our other NEOs, as a group, for the year ended December 31, 2023.
CEO 2023 Compensation Mix
CEO
[MISSING IMAGE: pc_ceo-bw.jpg]
 
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Other Named Executive Officers 2023 Average Compensation Mix
OTHER NAMED EXECUTIVE OFFICERS
[MISSING IMAGE: pc_oneo-bw.jpg]
2023 Executive Compensation Policies and Practices
We endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. During 2023 our executive compensation policies and practices included the following:

Remuneration Committee of Independent Directors.   Our Remuneration Committee is composed of all independent directors.

Annual Compensation Review.   Our Remuneration Committee undertakes a comprehensive review of compensation of our executives, including our NEOs, on an annual basis.

Independent Compensation Consultant.   Our Remuneration Committee engages its own compensation consultant, and reviews its independence from management. The Remuneration Committee engaged Pearl Meyer to assist with its 2023 compensation reviews.

Risk Analysis.   We believe the structure of our executive compensation program minimizes the likelihood of inappropriate risk-taking by our executive officers.

Compensation At-Risk.   Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on Company performance, as well as short-term cash and long-term equity incentives to align the interests of our executive officers and shareholders. None of our employment agreements with our NEOs provides any guarantees relating to base salary increases or the amounts of any annual incentive awards or long-term equity awards.

No Special Retirement Benefits.   We do not provide special pension arrangements or post-retirement health coverage for our executives or employees. Our U.S.-based executives and other U.S.-based employees are eligible to participate in our Section 401(k) plan, which is a retirement savings defined contribution plan established in accordance with Section 401(a) of the Code. Our U.K.-based executives and other U.K.-based employees are eligible to participate in our U.K. defined contribution plan.

Policy Against Hedging, Speculative Trading and Pledging our Stock.   Our insider trading policy prohibits our employees, including our NEOs, and our directors from engaging in “hedging” or other inherently speculative transactions with respect to our securities or borrowing against our securities.

No Special Perquisites.   Consistent with other high growth, development-stage biotechnology companies, we generally do not provide perquisites or other personal benefits to our executive officers
 
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other than those we provide to our employees generally. From time to time we have provided relocation assistance benefits to our executive officers and other employees in order to attract talent.

No Special Health or Welfare Benefits.   Our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other employees.
Process for Setting Executive Compensation
Role of the Remuneration Committee
Our Remuneration Committee is responsible for reviewing and establishing our executive compensation policy and determines the framework for the compensation of our Company’s senior executive officers. Our Remuneration Committee determines the remuneration of our NEOs (except for our CEO) and makes recommendations regarding the compensation of our CEO to the Board for its determination. Our Remuneration Committee also determines the corporate performance goals under the Company’s annual bonus plan and achievement of these goals, and determines the policy for and scope of service agreements for the executive officers and contractual severance payments. Our Remuneration Committee makes recommendations regarding these matters in respect of our CEO to our Board for its determination.
While our Remuneration Committee draws on a number of resources, including input from our CEO and independent compensation consultants, to make decisions regarding the Company’s executive compensation program, ultimate decision-making authority rests with the Remuneration Committee, subject in relation to our CEO’s compensation, to approval by the independent members of the Board. The Remuneration Committee relies upon the judgment of its members in making compensation decisions, after reviewing the performance of the Company and evaluating an executive’s performance during the year against established goals, operational performance and responsibilities. In addition, the Remuneration Committee incorporates judgment in the assessment process to respond to and adjust for the evolving business environment.
Role of Chief Executive Officer
Our Remuneration Committee solicits and reviews our CEO’s recommendations and proposals with respect to annual cash bonus opportunities, long-term incentive compensation opportunities, program structures and other compensation-related matters for our executive officers (other than with respect to his own compensation). Our Remuneration Committee reviews and discusses these recommendations and proposals with our CEO and uses them as one factor in determining and approving the compensation for our executive officers (other than our CEO). Our Remuneration Committee works directly with its compensation consultants to determine compensation actions our CEO, who does not participate in deliberations or determination of his own compensation.
Role of Compensation Consultant
Our Remuneration Committee is authorized to engage a compensation consultant or other advisors to review our executive officers’ compensation, including a benchmarking analysis against the compensation of executive officers at comparable companies, to ensure that our compensation is market competitive, with the goal of retaining and adequately motivating our senior management. During 2023, our Remuneration Committee retained Pearl Meyer to make recomendations for updating our compensation peer group, and to review and make recommendations regarding our executive and director compensation for 2023.
Our Remuneration Committee regularly evaluates the performance of its compensation consultants, considers alternative compensation consultants, and has the final authority to engage and terminate such services. The Remuneration Committee assessed the independence of Pearl Meyer pursuant to SEC rules and the applicable listing standards of The Nasdaq Global Market and concluded that no conflict of interest exists that would prevent Pearl Meyer from serving as an independent consultant to our Remuneration Committee.
During 2023, Pearl Meyer regularly attended the meetings of our Remuneration Committee (both with and without management present) and provided the following services:

consulted with the Remuneration Committee chair and other members between committee meetings;
 
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conducted a review of the 2022/2023 compensation comparator peer group and made recommendations, as appropriate, for changes for use when making 2023 compensation decisions;

provided competitive market data based on the compensation peer group and relevant survey data for our executive officer positions and evaluated how the compensation we pay our executive officers compares both to our performance and to the market executive compensation levels;

reviewed and analyzed the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers;

assessing executive compensation trends within our industry, and provided updates on corporate governance and regulatory issues and developments;

reviewed market equity compensation practices, including burn rate and overhang, and advised on the mix of equity award types; and

provided competitive non-employee director market compensation data from the compensation peer group and evaluated the compensation we pay to our non-employee directors.
Competitive Positioning
Our Remuneration Committee reviews the compensation of similarly-situated executive officers at companies that we consider to be our peers, taking into consideration the experience, position and functional role, level of responsibility and uniqueness of applicable skills of both our executive officers and those of our peers, and the demand and competitiveness for attracting and retaining an individual with each executive officer’s specific expertise and experience. While this analysis is helpful in determining market-competitive compensation for senior management, it is only one factor in determining our executive officers’ compensation, and our Remuneration Committee exercises its judgment in determining the nature and extent of its use.
For purposes of comparing our executive compensation against the competitive market, our Remuneration Committee reviews and considers the compensation levels and practices of a group of comparable biotechnology companies. The companies in this compensation peer group for 2023/2024 were selected by our Remuneration Committee in September 2023, in consultation with Pearl Meyer, on the basis of their similarity to us in terms of size, market capitalization, stage of development, research and development spend, industry sector, business strategy, and number of employees.
Set forth in the following table is a list of the peer group used for 2023/2024 as compared to the peer group used for 2022/2023. The 2023/2024 peer group was used to benchmark 2023 compensation and set 2024 compensation and the 2022/2023 peer group was used to benchmark 2022 compensation and set 2023 compensation.
2023/24
2022/2023
Agenus Inc.
Achilles Therapeutics plc
Allogene Therapeutics, Inc.
Agenus Inc.
Atara Biotherapeutics, Inc.
Atara Biotherapeutics, Inc.
Autolus Therapeutics plc
Autolus Therapeutics plc
Bicycle Therapeutics plc
Bicycle Therapeutics plc
bluebird bio, Inc.
bluebird bio, Inc.
Caribou Biosciences, Inc.
Immunocore Holding plc
Century Therapeutics, Inc.
ImmunoGen, Inc.
Fate Therapeutics, Inc.
Inovio Pharmaceuticals, Inc.
Inovio Pharmaceuticals, Inc.
Instil Bio, Inc.
Instil Bio, Inc.
MacroGenics, Inc.
Lyell Immunopharma, Inc.
Nkarta, Inc.
MacroGenics, Inc.
Oxford Biomedica plc
 
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2023/24
2022/2023
Nkarta, Inc.
Poseida Therapeutics, Inc.
Oxford Biomedica plc
Precigen, Inc.
Poseida Therapeutics, Inc.
Precision Biosciences, Inc.
Precigen, Inc.
Replimune Group, Inc.
Precision Biosciences, Inc.
Sana Biotechnology, Inc.
Sana Biotechnology, Inc.
Sangamo Therapeutics, Inc.
Sangamo Therapeutics, Inc.
TCR2 Therapeutics, Inc.
Vor Biopharma, Inc.
The Remuneration Committee, with the assistance of Pearl Meyer, utilized data gathered from the public filings of our peer group and size-appropriate, industry-specific data from the Radford Global Compensation Database to establish market benchmarks for our NEOs. This market benchmark data was then used as a reference point for our Remuneration Committee to assess our current compensation levels in the course of its deliberations on forms and amounts of compensation. Given our objective of attracting, retaining, motivating, and rewarding a highly-skilled team of executive officers and other employees, we aim to deliver a total compensation package that is within a competitive range around the median as compared to peers, with an emphasis on equity incentive compensation so as to more effectively tie our NEOs’ and employees’ interests to those of our shareholders. In light of this, when undertaking its competitive analysis, our Remuneration Committee reviews data pertaining to the 25th, 50th and 75th percentiles for base salary, total cash compensation (base salary plus annual bonus) and long-term incentive compensation. This competitive analysis is one factor, among others, taken into account by our Remuneration Committee in assessing current compensation levels and recommending changes to compensation or additional awards.
Our Remuneration Committee reviews our compensation peer group at least annually and makes adjustments to its composition, taking into account changes in both our business and the businesses of the companies in the peer group.
Say-on-Pay
In accordance with the requirements of U.K. Companies Act 2006, we are required to establish a Directors’ Remuneration Policy, which is used to determine the remuneration for our directors, including our Chief Executive Officer (our sole executive director), and our senior executive officers. This is required to be approved by shareholders at least every three years, by the passing of an ordinary resolution at the annual general meeting of shareholders.
At our May 2021 annual general meeting of shareholders, a revised Remuneration Policy was presented to shareholders. This Remuneration Policy was supported by 99.50% of shareholder votes cast and the resolution was duly passed. Our new Remuneration Policy is scheduled to be proposed for shareholder approval at our 2024 AGM under Proposal 12 and is set forth as Part II of Annex A to this proxy statement.
Additionally, annually at our annual general meeting of shareholders, we hold a non-binding advisory vote regarding the compensation of our named executive officers and a non-binding advisory vote on our U.K. Directors’ remuneration report. At our last annual general meeting of shareholders on May 16, 2023, the non-binding advisory vote of shareholders supported the compensation of our named executive officers by 99.70% of the votes cast at the meeting. The U.K. Directors’ remuneration report was supported by 99.54 % of the votes cast at the meeting. These votes for and against the proposals, together with available feedback from investors, have been and will continue to be considered by the Remuneration Committee and Board in connection with the evaluation of executive and direct compensation.
The Remuneration Committee has considered and will continue to consider the outcome of such votes when making future compensation decisions for our named executive officers. The Remuneration Committee also relies on advice from its compensation consultant, its evaluation of Company performance against pre-defined corporate goals, its understanding of the challenges facing the Company and its observations of executive officer performance to determine executive officer compensation (except for our CEO) and to make recommendations regarding our CEO’s compensation to our Board for its determination.
 
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Executive Compensation Program and Compensation Decisions for the Named Executive Officers
The components of our executive compensation program in 2023 for our NEOs consisted of base salary, an annual cash bonus opportunity, and a long-term incentive compensation opportunity delivered in the form of options to purchase ordinary shares (including RSU-style options).
Annual Base Salary
Overview
The base salaries of our executive officers are designed to compensate them for day-to-day services rendered during the fiscal year. Appropriate base salaries are used to recognize the experience, skills, role and responsibilities required of each executive officer and to allow us to attract and retain individuals capable of leading us to achieve our business goals in competitive market conditions.
The initial base salaries of our executive officers are established through arm’s-length negotiation at the time we hire the individual executive officer, taking into account his or her position, qualifications, experience, prior salary level, and the base salaries of our other executive officers.
Thereafter, the base salaries of our executive officers are reviewed at least annually by our Remuneration Committee, and by our Board in the case of our CEO, and adjustments are made to reflect Company and individual performance, as well as competitive market practices. Our Remuneration Committee also takes into account subjective performance criteria, such as an executive officer’s ability to lead, organize and motivate others, set realistic goals to be achieved in his or her respective area, and recognize and pursue new business opportunities that enhance our growth and success. Our Remuneration Committee does not apply specific formulas to determine increases, but instead makes an evaluation of each executive officer’s contribution to our long-term success. Annual adjustments to base salaries are effective as of January 1 of each year, with off-cycle adjustments to base salaries made under special circumstances, such as promotions or increased responsibilities.
Base salaries for fiscal year 2023
In January 2023, our Remuneration Committee reviewed the base salaries of our NEOs, taking into consideration a competitive market analysis prepared by Pearl Meyer, the recommendations of our CEO (except with regard to his own base salary), and the other factors described above. The Committee also considered that, given the cost-saving measures announced by the Company in November 2022, it would not be appropriate to recommend an increase to the base salary of our CEO (which recommendation was approved by the Board) and determined that it would not be appropriate to increase the base salaries of our other NEOs. As a result, the base salary of our CEO was frozen for 2023, and remained at $650,000, and the base salaries of our other NEOs were also frozen for 2023.
A summary of the 2023 base salaries for our NEOs compared to their 2022 base salaries is set forth in the table below.
Name
2023 Annual
Base Salary
($)
2022 Annual
Base Salary
($)
% Increase
Adrian Rawcliffe
650,000 650,000
Gavin Wood(1)
441,402 441,402
William Bertrand
468,179 468,179
Helen Tayton-Martin(1)
449,004 449,004
Elliot Norry
446,355 446,355
(1)
Compensation paid to Mr. Wood and Dr. Tayton-Martin is denominated in pounds sterling. For purposes of this table, the amounts for Mr. Wood and Dr. Tayton-Martin in the table above have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2023 (£1/$1.27313).
 
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Annual Cash Bonus Plan
Our NEOs are eligible to earn annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executive officers to achieve annual corporate goals and to reward them for individual performance towards these goals. The annual performance-based bonus each NEO is eligible to receive is generally based on the extent to which we achieve the corporate objectives that the Board establishes each year following a recommendation from our Remuneration Committee.
Our Remuneration Committee determines annual bonuses for our NEOs, and the Board determines the annual bonus for our CEO. At the end of the year, the Board and our Remuneration Committee review our performance and approve the extent to which we achieved each of these corporate goals. Generally, the Board and Remuneration Committee will assess each NEO’s individual contributions towards reaching our annual corporate goals but does not typically establish specific individual goals for our NEOs. Our Remuneration Committee and our Board may award above-target bonuses, in amounts up to 150% of the target annual cash bonus opportunities for extraordinary performance in any given year.
The target annual cash bonus opportunities of our NEOs for 2023 are summarized in the table below. All target annual cash bonus opportunities were set as a percentage of base salaries.
Name
2023 Target
Annual
Cash Bonus
Opportunity
%
2023 Target
Annual
Cash Bonus
Opportunity
($)
Adrian Rawcliffe
60% 390,000
Gavin Wood(1)
45% 198,631
William Bertrand
45% 210,681
Helen Tayton-Martin(1)
45% 202,052
Elliot Norry
45% 200,860
(1)
Compensation paid to Mr. Wood and Dr. Tayton-Martin is denominated in pounds sterling. For purposes of this table, the amounts for Mr. Wood and Dr. Tayton-Martin in the table above have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2023 (£1/$1.27313).
Our primary goal in 2023 was to progress the development of the Group including:

filing the Biologics License Application (BLA) for afami-cel and progressing towards commercialization of afami-cel. We submitted the BLA for our first product, afami-cel, for the treatment of synovial sarcoma where there are limited options and a poor prognosis for individuals with advanced disease. We are targeting the commercial launch of afami-cel upon receipt of FDA approval. We continue to build the systems, policies and commercial capabilities to support that launch.

progressing the ADP-A2M4CD8 T-cell therapy into later phase clinical trials. A Phase 2 trial for people with platinum resistant ovarian cancer is recruiting patients. The Phase 2 trial will evaluate ADP-A2M4CD8 as both monotherapy and in combination with a checkpoint inhibitor, nivolumab, in ovarian cancer.

progressing the ADP-A2M4CD8 T-cell therapy into earlier lines of therapy. Enrollment is ongoing in a Phase 1 trial, focusing on treatment of patients with head and neck and urothelial cancers in earlier line settings and in combination with a checkpoint inhibitor (nivolumab). The trial is open at clinical sites in US, Canada, France, UK and Spain.

progressing PRAME directed T-cell therapies into the clinic. The PRAME directed T-cell therapies are progressing through development and are currently in pre-clinical testing.

continuing to develop “off-the-shelf” cell immunotherapies and progress allogeneic cell therapies to the clinic. We have continued to develop our allogeneic platform internally and in collaboration with our partner, Genentech.
 
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continuing to improve our manufacturing and patient supply processes to optimize how we deliver our cell therapies to patients. Our integrated cell therapy manufacturing capabilities enable us to continually enhance our cell and vector manufacturing and supply processes which we believe will ultimately enable us to treat patients quicker, at a lower cost and more effectively.
In November 2022 we announced a decision to focus our clinical and preclinical programs on the MAGE-A4 and PRAME targets including the BLA submission for afami-cel. In November 2022, we also announced that, in order to extend the cash runway, in addition to de-prioritizing non-core programs, we were undertaking a restructuring with an anticipated headcount reduction across the Group of approximately 25% to 30%. The restructuring was completed during Q1 2023 with an overall headcount reduction of approximately 25%.
2023 annual bonus payments
In January 2023, our Remuneration Committee and our Board reviewed our achievements against our 2023 corporate goals and determined that we had achieved a significant proportion of our corporate goals. As such, our corporate multiplier was deemed achieved at 95% of target. Our operational performance that determined the 95% corporate multiplier is described below:
Filing the BLA for afami-cel and progressing towards commercialization of afami-cel

We submitted the BLA with the FDA for our first product, afami-cel, in December 2023. Acceptance of the BLA was announced on 31 January 2024, with a target PDUFA date of August 4, 2024. We are working towards a commercial launch in Q3 of 2024. A second product, lete-cel, is in pivotal trial, with the full data set targeted for Q3 2024.
Progressing the ADP-A2M4CD8 T-cell therapy into later phase clinical trials

Our Phase 2 ovarian cancer trial with ADP-A2M4CD8 initiated in 2023. We have received Regenerative Medicine Advanced Therapy (RMAT) designation for ADP-A2M4CD8 for the treatment of this indication from the FDA. The Phase 2 trial will evaluate ADP-A2M4CD8 as both monotherapy and in combination with a checkpoint inhibitor, nivolumab, in ovarian cancer. The trial is open in the US, in conjunction with The GOG Foundation, Inc, and is also open at clinical sites in Canada, Spain and France.
Progressing the ADP-A2M4CD8 T-cell therapy into earlier lines of therapy

We initiated two new cohorts in the SURPASS trial in urothelial and head and neck cancers for patients with fewer lines of therapy and in combination with standard of care in those settings. In the focus areas of ovarian, urothelial and head and neck cancers the reported response rate is 75% in patients with 3 or fewer prior lines of therapy (9 out of 12 patients). The trial includes a combination cohort where participants receive a combination of ADP-A2M4CD8 together with a checkpoint inhibitor (nivolumab). The trial is open at clinical sites in the US, Canada, France, UK and Spain.
Progressing PRAME directed T-cell therapies into the clinic

PRAME is highly expressed across a broad range of solid tumors including ovarian, endometrial, lung and breast cancers. We are developing TCR T-cells directed to PRAME, with the initial candidate currently in preclinical testing and next-generation candidates being developed over the longer term.
Continuing to develop “off-the-shelf” cell immunotherapies and progress allogeneic cell therapies to the clinic

We have continued to develop allogeneic or “off-the-shelf” cell therapies utilising a proprietary allogeneic platform. We have a strategic collaboration with Genentech Inc (“Genentech”). that covers the research and development of “off-the-shelf” cell therapies for up to five shared cancer targets (“off-the-shelf” products) and the development of a novel allogeneic personalized cell therapy platform.
 
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Continuing to improve our manufacturing and patient supply processes to optimize how we deliver our cell therapies to patients.

We have continued to make incremental improvements to enhance our cell and vector manufacturing and supply processes.
Completion of a strategic business combination with TCR² Therapeutics Inc

On March 6, 2023 we announced entry into a definitive agreement to combine with TCR² Therapeutics Inc (“TCR2”) in an all-stock transaction to create a preeminent cell therapy company focused on treating solid tumors. The transaction was expected to close during Q2 2023, subject to the receipt of approvals by Adaptimmune shareholders and TCR2 stockholders and satisfaction or waiver of other customary closing conditions. Following the closing of the transaction on June 1, 2023, Adaptimmune shareholders owned approximately 75% of the combined company and TCR2 stockholders owned approximately 25% of the combined company and the cash runway of the combined company was extended into early 2026.
When determining the actual annual bonus payments, our Remuneration Committee considered the calculated payments at 95% of target in the context of market benchmarking information and the interests of our shareholders and employees and determined that a significant proportion of our corporate objectives for 2023 had been achieved during a challenging year that had also included the completion of a strategic business combination with TCR2. Therefore, the awards made to our CEO and our other NEOs recognized that a significant proportion of our corporate objectives for 2023 were achieved.
Our Remuneration Committee determined an overall corporate performance level of 95% of target for purposes of the 2023 Bonus Plan for our NEOs other than our CEO, and recommended an overall corporate performance level of 95% in respect of our CEO, which was approved by the Board. This resulted in awards at 95% of their target annual cash bonus opportunities for 2023 for our NEOs.
The actual 2023 bonus payments are summarized in the table below:
Name
2023 Target
Annual
Cash Bonus
Opportunity
($)
2023 Actual Cash
Bonus Payment
($)
Adrian Rawcliffe
390,000 370,500
Gavin Wood(1)
198,631 188,700
William Bertrand
210,681 200,147
Helen Tayton-Martin(1)
202,052 191,949
Elliot Norry
200,860 190,817
(1)
Compensation paid to Mr. Wood and Dr. Tayton-Martin is denominated in pounds sterling. For purposes of this table, the amounts for Mr. Wood and Dr. Tayton-Martin in the table above have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2023 (£1/$1.27313).
Long-Term Incentive Compensation
Overview
We provide long-term incentive compensation to our executive officers through the grant of equity awards. We believe that equity awards create incentives for our executive officers to assist with the achievement of near and long term corporate objectives to create long-term shareholder value and align their interests with those of our shareholders by creating a return tied to the performance of our stock price. We also believe equity awards create an ownership culture. In addition, the vesting requirements of our equity awards contribute to executive retention by providing an incentive to our executive officers to remain employed by us during the vesting period.
 
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Equity Award Grant Policy.   We have an equity award grant policy that formalizes our process for granting equity-based awards to officers and employees. Under our equity award grant policy, all grants to our CEO must be approved by our Board, all grants to our other executive officers must be approved by our Remuneration Committee and all grants to other employees must be granted within guidelines approved by our Remuneration Committee.
Generally, equity awards are granted at the time an executive officer commences employment. Thereafter, equity awards may be granted at varying times and in varying amounts in the discretion of our Remuneration Committee or, if awards are being granted to our Chief Executive Officer, in the discretion of the Board, but are generally made once a year unless such executive officer is promoted, or for recognition of outstanding performance. None of our executive officers is currently party to an employment agreement that provides for an automatic grant of stock options or other equity awards.
We trade American Depositary Shares (ADSs) on the Nasdaq Capital Market, or Nasdaq, and one ADS represents six ordinary shares. Our stock options cover our ordinary shares. The exercise price of our stock options, other than our RSU-style options, is equal to the fair market value of our ordinary shares, which is based on the closing market price on Nasdaq of an ADS divided by six.
Historically, we have granted equity awards to our employees, including our NEOs, in the form of options to purchase our ordinary shares. In December 2017, our Remuneration Committee determined that an increasing number of companies in our compensation peer group grant full value awards, such as restricted stock unit awards, and approved the addition of RSU-style options (which are substantively similar to restricted stock units) to our compensation program to attract and retain highly qualified executives and employees. In this regard, while both stock options and RSU-style options enable our executive officers to benefit, like shareholders, from any increases in the value of our stock, our stock options deliver future value only if the value of our stock increases above the exercise price. In contrast, RSU-style options are set with an exercise price fixed at the nominal value of an ordinary share so, during periods of stock market volatility, RSU-style options may help retain employees. In addition, full value awards, such as RSU-style options, are less dilutive to existing shareholders since fewer shares are needed to achieve an equivalent value relative to stock options.
Our stock options generally vest as to 25% upon the first anniversary of the grant date and 1/36th of the remaining shares each month thereafter until such award is fully vested on the four year anniversary of the grant date, subject to the holder’s continued service with us. Our RSU-style options generally vest in four annual installments from the grant date, subject to the holder’s continued service 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. The terms of the equity awards are governed by our option plans, as described under the heading “Equity Compensation Plan Information” below.
In determining the appropriate mix of stock options and RSU-style options, our Remuneration Committee and the Board (in the case of grants to the CEO) consider the current stock and other equity holdings of each executive officer and competitive market data of the types of equity compensation provided to executive officers by the companies in our compensation peer group, with a goal of reaching a mix that would provide the appropriate incentives while staying competitive in our market. Regular LTI awards for each of our NEOs are more heavily weighted towards stock options (75%) than RSU-style options (25%).
As with their other elements of compensation, our Remuneration Committee determines the amount of long-term incentive compensation for our NEOs (except for our CEO), and recommends to the Board the amount of long-term incentive compensation for our CEO, as part of its annual compensation review. Our Remuneration Committee does so after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own long-term incentive compensation), the outstanding equity holdings of each executive officer, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the proportions of the companies in our compensation peer group, the potential voting power dilution to our shareholders (our “overhang”) in relation to the practices of the companies in our compensation peer group, and the other factors described above.
 
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2023 Equity Awards
In January 2023, after considering the factors described above, our Remuneration Committee granted stock options and RSU-style options to our NEOs and our Remuneration Committee recommended, and the Board granted, stock options and RSU-style options to our CEO, in the following amounts:
Named Executive Officer
Options for
ordinary shares
(#)
RSU-Style
Options for
ordinary shares
(#)
Equity Awards
(Aggregate
Grant Date Fair
Value) ($)
Adrian Rawcliffe
4,690,224 1,798,272 1,716,163
Gavin Wood
1,407,072 507,984 504,895
William Bertrand
1,407,072 517,056 507,762
Helen Tayton-Martin
1,407,072 511,320 505,950
Elliot Norry
1,407,072 507,600 504,774
As noted above, in January 2023, given the cost-saving measures announced by the Company in November 2022, the base salaries of our CEO and other NEOs were frozen for 2023. In addition, despite strong operational and personal performance in 2022, our CEO did not receive any bonus payment for 2022 and our NEOs received reduced bonus payments of approximately half the amount that they were entitled to receive. In recognition of our CEO’s nil bonus payment for 2022 and nil base salary increase for 2023, and with the goal of supporting retention and engagement, in January 2023 our Board approved a one-time grant of RSU-style options to our CEO in line with our approved U.K. Directors’ Remuneration Policy, and our Remuneration Committee approved one-time grants of RSU-style options to our other NEOs. The one-time grant of RSU-style options provided to our CEO vests in four annual installments from the grant date, while the one-time grants of RSU-style options provided to our other NEOs cliff vest on the first anniversary of the grant date. These one-time grants and the regular annual awards are included in the table above and were disclosed on Form 4s filed on January 17, 2023.
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 2023, 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.
Retirement Plans
401(k) Plan
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 Internal Revenue Code. As a tax-qualified
 
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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.
U.K. Defined Contribution Plan
In the U.K., we maintain a defined contribution plan that provides all U.K. employees, including our NEOs based in the U.K., 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 4% of monthly salary and the maximum contribution is subject to limits imposed by HM Revenue and Customs (“HMRC”) and pension legislation. The employee contribution to this plan is matched by an employer contribution of up to a maximum of 6% of monthly salary. The method by which our U.K. employees participate is through a so-called “salary sacrifice” pursuant to which employees agree to a reduction in monthly salary in an amount equal to the defined contribution plan election. Salary sacrifice arrangements enable employees and the Company to make tax and national insurance savings because the employee’s contribution is taken out of his or her gross pay. The amount of the reduction is contributed into the plan in addition to the employer contribution. U.K. employees who have used up their HMRC allowance for contributions may opt to receive a cash payment from the Company equating to the employer contribution of 6% of monthly salary in lieu of the employer contribution into their plan. The cash payment is made through payroll with applicable tax deducted.
Perquisites and Other Personal Benefits Considerations
Consistent with other high growth, development-stage biotechnology companies, we do not currently view perquisites or other personal benefits as a significant component of our executive compensation program. During 2023, none of our NEOs received perquisites or other personal benefits.
Generally, we may provide perquisites or other personal benefits to our employees, including our NEOs, in limited circumstances where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our employees more efficient and effective, and for recruitment and retention purposes. We may provide, and have previously provided, our NEOs and other employees with relocation benefits in order to attract critical talent. Any future perquisites or other personal benefits provided to our NEOs would require approval by the Remuneration Committee and by the Board (in the case of the CEO).
Tax and Accounting Considerations
Deductibility of Executive Compensation
Section 162(m) of the Code limits the compensation deduction for a publicly-traded company for U.S. federal income tax purposes to not more than $1 million of remuneration paid to certain executive officers (“covered employees”) in the company’s taxable year (generally, its fiscal year). With respect to taxable years prior to January 1, 2018, remuneration in excess of $1 million was exempt from this deduction limit if it qualified as “performance-based compensation” within the meaning of Section 162(m).
Effective for taxable years beginning after December 31, 2017, the scope of Section 162(m) was expanded such that all named executive officers (i.e., the corporation’s principal executive officer, its principal financial officer, and the three highest compensated officers whose compensation is required to be reported under the U.S. securities laws) are “covered employees.” Additionally, anyone who was a covered employee in any year after 2016 will remain a covered employee for as long as he or she (or his or her beneficiaries) receive compensation from the Company. Also, the legislation eliminates the exception to the deduction limit for commission-based compensation and performance-based compensation except with respect to certain grandfathered arrangements in effect as of November 2, 2017 that are not subsequently materially modified. Accordingly, compensation paid to our NEOs in excess of $1 million that, but for the limits under Section 162(m), is otherwise deductible on a U.S. federal income tax return will not be deductible unless it qualifies for the transition relief applicable to certain arrangements in place as of November 2, 2017, as described above.
 
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To maintain flexibility in compensating our NEOs in a manner designed to promote our corporate goals, our Remuneration Committee has not adopted a policy that all compensation payable to our NEOs that is subject to Section 162(m) must be deductible. Our Remuneration Committee intends to continue to consider the impact of Section 162(m) rules in determining compensation but will not necessarily limit compensation to amounts deductible under Section 162(m); it intends to continue to provide future compensation in a manner consistent with the best interests of the Company and its shareholders. It should also be noted that in the case of some of our NEOs, some or all of their compensation is not deducted on a United States federal income tax return because they perform some or all of their services outside the United States, and accordingly, the deductibility of their compensation is subject to, and deductible under the tax laws of other countries and is not limited by Section 162(m).
Accounting for share-based compensation
We follow the Financial Accounting Standard Board’s ASC Topic 718, or ASC Topic 718, for our share-based compensation awards. FASB ASC Topic 718 requires us to estimate and record a compensation expense for all share-based payment awards made to our employees and Board members over the vesting period of the award and based on the grant date “fair value” of the award. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.
Clawback
Effective October 2, 2023, our Board adopted a Policy for Recovery of Erroneously Awarded Compensation (“clawback policy”), which is designed to comply with Section 10D-1 of the Exchange Act and the applicable Nasdaq listing standards. The clawback policy requires the Company to recoup any erroneously awarded incentive-based compensation received by certain executives, including each NEO, in the event that the Company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under the federal securities laws. The clawback policy generally applies to all incentive-based compensation (cash, equity, or equity-based compensation) received by a covered executive during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement after the policy’s effective date. The clawback policy was filed as an exhibit to our Form 10-K for the year ended December 31, 2023.
Employment Arrangements
We have employment agreements with our Chief Executive Officer, Chief Operating Officer and Chief Medical Officer and service agreements with our Chief Financial Officer and Chief Business & Strategy Officer. These agreements set forth the individual’s base salary, bonus compensation, principles for equity compensation and other employee benefits as described above, as well as providing the NEO with the opportunity to receive certain post-employment payments and benefits in the case of certain involuntary terminations of employment or resignations for good reason. The agreements also prohibit our NEOs from engaging directly or indirectly in competition with us, recruiting or soliciting our employees, diverting our customers to a competitor, or disclosing our confidential information or business practices. The Company’s executive severance policy is applicable in relation to our NEOs and provides for post-employment compensation arrangements in certain circumstances.
Post-Employment Compensation
Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave the Company under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.
Our Remuneration Committee and the Board do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. It does believe, however, that these arrangements are necessary to offer compensation packages that are competitive.
 
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For more information on the service and employment agreements with our NEOs and post-employment compensation arrangements, see the discussion under the headings “Employment, Change of Control and Severance Arrangements with Named Executive Officers” and “Potential Payments upon Termination or Change in Control” later in this proxy statement.
Other Compensation Policies and Practices
Policy on Stock Ownership
We do not have a policy requiring our NEOs and our non-employee directors to hold a certain number or value of our shares. However, we encourage our CEO and other NEOs to have a shareholding in the Company and all of our NEOs and our non-employee directors hold shares and/or stock options in the Company. Our Remuneration Committee and the Board are keeping under consideration the adoption of a formal stock ownership policy.
The following table sets forth information with respect to the beneficial ownership of our ordinary shares, as of December 31, 2023, by our NEOs, and the value of that beneficial ownership as a multiple of the 2023 base salaries of our NEOs.
Ordinary Shares Beneficially
Owned as of December 31, 2023
Named Executive Officer
Number(1)
Value(2)
Adrian Rawcliffe
972,426
0.20 x base salary
Gavin Wood
719,670
0.22 x base salary
William Bertrand
691,026
0.20 x base salary
Helen Tayton-Martin
2,588,964
0.76 x base salary
Elliot Norry
277,728
0.08 x base salary
(1)
The number of ordinary shares is comprised of ordinary shares as to which each NEO has sole voting power and ordinary shares subject to options that are exercisable as of December 31, 2023.
(2)
The value is computed based on the closing price of the ADSs on Friday, December 29, 2023 of $0.793 divided by six to generate $0.13 per ordinary share, which is multiplied by the number of ordinary shares held by each NEO. Vested stock options where the exercise price equates to an amount greater than $0.13 per ordinary share have been excluded. This value is compared to the 2023 base salary earned for each of the NEOs in the table above.
Policy against Hedging and Pledging of our Stock
Our insider trading policy prohibits our directors, officers, employees and consultants from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding our securities. Our insider trading policy also prohibits our directors, officers, employees, and consultants from pledging our securities as collateral for loans or holding our securities in margin accounts.
 
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REMUNERATION COMMITTEE REPORT
The material in this report is not (1) “soliciting material,” ​(2) deemed “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. The report shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference such filing.
The Remuneration Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on the review and discussions, the Remuneration Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement for the fiscal year ended December 31, 2023.
The Remuneration Committee of the Board of Directors
David M. Mott, Chairman
Andrew Allen
John Furey
 
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2023 Summary Compensation Table
The following table sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021.
The Company has never made, and does not currently make, restricted stock awards or restricted stock unit awards.
Name and Principal Position
Year
Salary
($)
Option
awards
($)
(3)
Non-equity
incentive plan
compensation
($)
(4)
All other
compensation
($)
(5)
Total
($)
Adrian Rawcliffe(1)
Chief Executive Officer
2023 650,000 1,716,163 370,500 37,378 2,774,041
2022 650,000 2,714,882 43,645 3,408,527
2021 617,050 3,207,291 351,719 38,941 4,215,001
Gavin Wood(2)
Chief Financial Officer
2023 441,402 504,895 188,700 36,242 1,171,239
2022 441,402 814,474 59,589 33,614 1,349,078
2021 430,636 1,069,101 184,097 33,238 1,717,072
William Bertrand
Chief Operating Officer
2023 468,179 507,762 200,147 39,012 1,215,100
2022 468,179 814,474 63,204 42,415 1,388,271
2021 456,760 1,069,101 195,265 35,062 1,756,188
Helen Tayton-Martin
Chief Business & Strategy Officer
2023 449,004 505,950 191,949 36,451 1,183,352
2022 449,004 814,474 60,615 36,201 1,360,293
2021 438,052 1,069,101 187,267 44,232 1,738,652
Elliot Norry
Chief Medical Officer
2023 446,355 504,774 190,817 39,022 1,180,968
2022 446,355 1,221,696 60,258 42,436 1,770,746
2021 425,100 1,069,101 181,730 35,062 1,710,993
(1)
Mr. Rawcliffe also serves as a director but receives no additional compensation for his service as a director.
(2)
Compensation paid to Mr. Wood and Dr. Tayton-Martin is denominated in pounds sterling. For purposes of this table, all amounts in the columns titled “Salary”, “Non-equity incentive plan compensation” and “All other compensation” paid to Mr. Wood and Dr. Tayton-Martin have been converted based on the pound sterling/U.S. Dollar exchange rate in effect as of December 31, 2023 (£1/$1.27313).
(3)
See Note 2 (r) and Note 12 “Share based compensation” to our audited consolidated financial statements, in our Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation of the assumptions used in the calculation of these amounts.
(4)
Amount represents sums paid under our annual cash bonus program.
(5)
The table below provides additional details about the amounts listed under All Other Compensation for 2023:
Named Executive Officer
401(k) Matching
Contributions
($)
Pension
Allowance
Payment
($)
Medical, Dental
and Life,
Insurance
($)
Tax Planning
Reimbursement
($)
Total All Other
Compensation
($)
Adrian Rawcliffe
15,250 18,579 3,549 37,378
Gavin Wood
26,484 9,758 36,242
William Bertrand
15,250 23,762 39,012
Helen Tayton-Martin
26,939 9,511 36,451
Elliot Norry
15,250 23,772 39,022
 
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Narrative Disclosure to Summary Compensation Table
The amounts reported in the Summary Compensation Table, including base salary, annual cash bonuses and long-term, equity-based compensation awards, are discussed more fully under “Executive Compensation Discussion and Analysis”. 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.
 
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Outstanding Equity Awards at 2023 Fiscal Year-End
The following table sets forth information regarding equity awards held by our NEOs as of December 31, 2023. All options are options to purchase ordinary shares. The Company has never made, and does not currently make, restricted stock awards or restricted stock unit awards.
Name
First date some
or all options
are exercisable
(1)
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(2)
Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable
(2)
Option
Exercise
Price ($/Sh)
(3)
Option
Expiration
Date
Adrian Rawcliffe
03/16/2016(4) 3,000,000 0 0.64 03/16/2025
01/18/2017(4) 939,948 0 1.13 01/18/2026
01/13/2018(4) 2,072,976 0 0.75 01/13/2027
01/12/2019(4) 687,984 0 1.22 01/12/2028
01/04/2020(4) 1,257,744 0 0.89 01/04/2029
06/27/2020(4) 628,872 0 0.67 06/27/2029
09/01/2020(4) 628,872 0 0.28 09/01/2029
01/16/2021 2,463,129 52,407 0.73 01/16/2030
01/16/2021 0 140,448 0.0013 01/16/2030
01/11/2022 0 364,080 0.0013 01/11/2031
01/11/2022 2,377,375 883,025 0.97 01/11/2031
01/12/2023 0 785,610 0.0013 01/12/2032
01/12/2023 2,247,366 2,442,858 0.56 01/12/2032
01/17/2024 0 4,690,224 0.33 01/17/2033
01/17/2024 0 1,798,272 0.0013 01/17/2033
Gavin Wood
04/01/2021 2,291,560 208,440 0.46 04/01/2030
04/01/2021 423,750 141,250 0.0013 04/01/2030
01/11/2022 121,356 121,356 0.0013 01/11/2031
01/11/2022 792,470 294,346 0.97 01/11/2031
01/12/2023 78,564 235,692 0.0013 01/12/2032
01/12/2023 674,178 732,894 0.56 01/12/2032
01/17/2024 0 1,407,072 0.33 01/17/2033
01/17/2024 0 314,256 0.0013 01/17/2033
01/17/2024 0 193,728 0.0013 01/17/2033
William Bertrand
03/15/2018(4) 3,407,904 0 0.83 03/15/2027
01/12/2019(4) 644,976 0 1.22 01/12/2028
01/04/2020(4) 1,006,224 0 0.89 01/04/2029
01/16/2021 1,231,541 26,203 0.73 01/16/2030
01/16/2021 0 70,224 0.0013 01/16/2030
01/11/2022 0 121,356 0.0013 01/11/2031
01/11/2022 792,470 294,346 0.97 01/11/2031
01/12/2023 0 235,692 0.0013 01/12/2032
01/12/2023 674,178 732,894 0.56 01/12/2032
01/17/2024 0 1,407,072 0.33 01/17/2033
 
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Name
First date some
or all options
are exercisable
(1)
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(2)
Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable
(2)
Option
Exercise
Price ($/Sh)
(3)
Option
Expiration
Date
Helen Tayton-Martin
12/19/2015(4) 1,750,000 0 0.4529 12/19/2024
01/18/2017(4) 939,948 0 1.13 01/18/2026
01/13/2018(4) 2,072,976 0 0.75 01/13/2027
01/12/2019(4) 687,984 0 1.22 01/12/2028
01/12/2019(4) 153,648 0 0.0013 01/12/2028
01/04/2020(4) 224,724 0 0.0013 01/04/2029
01/04/2020(4) 1,006,224 0 0.89 01/04/2029
01/16/2021 1,231,541 26,203 0.73 01/16/2030
01/16/2021 210,672 70,224 0.0013 01/16/2030
01/11/2022 121,356 121,356 0.0013 01/11/2031
01/11/2022 792,470 294,346 0.97 01/11/2031
01/12/2023 78,564 235,692 0.0013 01/12/2032
01/12/2023 674,178 732,894 0.56 01/12/2032
01/17/2024 0 1,407,072 0.33 01/17/2033
01/17/2024 0 314,256 0.0013 01/17/2033
01/17/2024 0 197,064 0.0013 01/17/2033
Elliot Norry
01/18/2017(4) 200,000 0 1.13 01/18/2026
01/13/2018(4) 63,024 0 0.75 01/13/2027
07/07/2018(4) 300,000 0 0.79 07/07/2027
01/12/2019(4) 79,824 0 1.22 01/12/2028
01/04/2020(4) 79,824 0 0.89 01/04/2029
01/16/2021 197,400 4,200 0.73 01/16/2030
01/16/2021 0 33,900