UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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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)

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Fee paid previously with preliminary materials.

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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 22, 2020​

Dear Shareholder:

2020 Annual General Meeting of Adaptimmune Therapeutics plc (the “AGM”)

This letter, the notice of the AGM set out in this document (“the Notice”) and associated materials for the AGM are being sent to you because, as of April 20, 2020 (being the latest practicable date before the circulation of this document), you are registered as a holder of ordinary shares in the register of members of the Company. However, this letter, the Notice and associated materials will also be available to holders of American Depositary Shares (“ADS”) and contain information relevant to holders of ADSs.

I am pleased to confirm that our AGM will take place at 11:30 a.m. London time (6:30 a.m. Eastern Standard Time) on Friday, May 29, 2020 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”).

Impact of COVID-19

On March 23, 2020, the UK Government published compulsory measures (“the Stay at Home Measures”) to address the spread of COVID-19. The Stay at Home Measures became law in England on March 26, 2020. Among other things, the Stay at Home Measures prohibit public gatherings of more than two people. The Company and its shareholders are required to comply with these measures in the holding of the AGM.

The only permitted exception for the AGM is for two persons to attend in order to form the quorum so that the AGM can proceed. For the purposes of the AGM, 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. The Company will arrange for the presence of two persons at the AGM and the required social distancing measures will be in place at the AGM venue (Adaptimmune’s offices) to ensure the health and safety of those persons.

This means that, as things currently stand, ordinary shareholders are not allowed to attend the AGM in person and all shareholders should appoint a proxy to ensure that the AGM is quorate and to vote on the proposed resolutions. If the Stay at Home Measures are continuing at the time of the AGM, any ordinary shareholder seeking to attend the AGM in person will be refused entry.

The situation with respect to COVID-19 is rapidly evolving. If the arrangements for our AGM need to change materially, we will issue a further communication via a Form 8-K filing with the U.S. Securities and Exchange Commission and on the Investor Relations section of our website at www.adaptimmune.com.

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, please 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 encouraged to appoint the Chairman of the AGM as your proxy. If you appoint any person other than the Chairman of the AGM as your proxy, that person may not be allowed to attend the AGM.

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 11:30 a.m. London time (6:30 a.m. Eastern Standard Time) on Wednesday, May 27, 2020.

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 11:30 a.m. London time (6:30 a.m. Eastern Standard Time) on Wednesday, May 27, 2020. CREST members may appoint a proxy by using the CREST electronic proxy appointment service.

In order 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 Wednesday, May 27, 2020.

Therefore, if you sell or transfer your ordinary shares in the Company on or prior to May 27, 2020, 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.

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 Wednesday, April 22, 2020 (the record date for ADS holders).

If you hold ADSs through a bank, broker or nominee on April 22, 2020, 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. no later than 10:00 a.m. Eastern Standard Time on Tuesday, May 26, 2020.

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 43077, Providence, RI 02940-3077.

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 its shareholders as a whole and is likely to promote the success of the Company. 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

 

 

Adaptimmune Therapeutics PLC

60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire OX14 4RX, U.K.
Registered Company No. 09338148

NOTICE OF 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, MAY 29, 2020

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 Friday, May 29, 2020, at 11:30 a.m. London time (6:30 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, Adrian Rawcliffe, who retires in accordance with the Articles of Association.

2.   To re-elect as a director, Barbara Duncan, who retires by rotation in accordance with the Articles of Association.

3.   To re-elect as a director, Tal Zaks, who retires by rotation in accordance with the Articles of Association.

4.   To re-appoint KPMG LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders.

5.   To authorize the Audit Committee to determine our auditors’ remuneration for the fiscal year ending December 31, 2020.

6.   To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2019 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2019.

7.   To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2019, as disclosed in the Company’s proxy statement under the “Executive Compensation” section, the compensation tables and the narrative disclosures that accompany the compensation tables.

8.   To receive and approve our U.K. statutory directors’ remuneration report for the year ended December 31, 2019 (excluding the directors’ remuneration policy), which is set forth as Annex A to the attached proxy statement.

9.   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 security into shares in the Company (“Rights”) up to a maximum aggregate nominal amount of £257,595.00 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 May 28, 2021 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 2, 2019 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

10.   Subject to the passing of Resolution 9, 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 9 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 £257,595.00;

(b)   expires (unless previously renewed, varied or revoked) on May 28, 2021 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 9” 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 9 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 10 will be proposed as a special resolution. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. On a poll, a special resolution is passed if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

The result of the shareholder votes on the ordinary resolutions in proposals 6, 7 and 8 regarding receipt of our U.K. statutory annual accounts and reports for the year ended December 31, 2019, approval of the compensation of our named executive officers for the year ended December 31, 2019 and approval of our U.K. statutory directors’ annual report on remuneration for the year ended December 31, 2019 (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 6, 7 and 8.

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 (https://www.adaptimmune.com) as soon as reasonably practicable following the Annual General Meeting and for the required period thereafter.

 

 

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 27, 2020 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.

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(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 11:30 a.m. London time (6:30 a.m. Eastern Standard Time) on May 27, 2020. 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.”

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(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.

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(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.

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(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.

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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 11:30 a.m. London time (6:30 a.m. Eastern Standard Time) on May 27, 2020. 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, 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 20, 2020 (being the last practicable date before circulation of this Notice), the Company’s issued ordinary share capital consisted of 780,593,444 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as of that date are 780,593,444.

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(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.

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(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.

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(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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(j)

As a result of restrictions on movement and gatherings introduced by the Health Protection (Coronavirus, Restrictions) (England) Regulations 2020, other than the presence of two persons to be arranged by the Company at the Meeting and notwithstanding the foregoing Notes, members are not expected to be allowed to attend the Meeting in person. Members’ attention is drawn to the letter from the Chairman of the Company dated April 22, 2020.

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TABLE OF CONTENTS

 

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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 2020 ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 29, 2020

INFORMATION CONCERNING PROXY SOLICITATION AND VOTING

We have sent you this proxy statement and the enclosed form of proxy because the Board of Directors of Adaptimmune Therapeutics plc (referred to herein as the “Company”, “we”, “us” or “our”) is soliciting your proxy to vote at our annual general meeting of shareholders (referred to herein as the “Meeting” or the “AGM”) to be held on Friday, May 29, 2020, at 11:30 a.m. London time (6:30 a.m. Eastern Standard time), at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX.

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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.

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The form of proxy is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

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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 the Notice of 2020 AGM, this proxy statement and the form of proxy to our ordinary shareholders of record as of April 20, 2020 (being the latest practicable date before the circulation of this document) for the first time on or about April 22, 2020. We are also including our U.K. statutory annual accounts and reports for the year ended December 31, 2019 (“2019 U.K. Annual Report”) and our annual report on Form 10-K for the year ended December 31, 2019 (the “Annual Report on Form 10-K”). In addition, we have provided brokers, dealers, bankers, and their nominees, at our expense, with additional copies of our proxy materials, including this proxy statement and the Annual Report on Form 10-K, so that our record holders can supply these materials to the beneficial owners of our ordinary shares.

Whilst this document is being sent to our ordinary shareholders of record, this document will also be sent 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 29, 2020

Our Notice of 2020 AGM, this proxy statement, the Annual Report on Form 10-K, our 2019 U.K. Annual Report and our form of proxy are available in the Investors section of our website at https://www.adaptimmune.com.

QUESTIONS AND ANSWERS ABOUT VOTING

Why am I receiving these materials?

We have sent you this proxy statement and the enclosed form of proxy because you are an ordinary shareholder of record and our Board of Directors (the “Board”) is soliciting your proxy to vote at the Meeting, including at any adjournments or postponements of the Meeting. The Company and its shareholders are required to comply with the Stay at Home Measures introduced by the Health Protection (Coronavirus, Restrictions) (England) Regulations 2020, which mean that ordinary shareholders are not expected to be allowed to attend the AGM in person. 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. All proxies, however submitted, must be lodged with our registrar, Computershare, by no later

 

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than 11:30 a.m. London time (6:30 a.m. Eastern Standard Time) on Wednesday, May 27, 2020. CREST members may appoint a proxy by using the CREST electronic proxy appointment service.

You are encouraged to appoint the Chairman of the Meeting as your proxy. If you appoint any person other than the Chairman of the Meeting as your proxy, that person may not be entitled to attend the Meeting.

We intend to send this proxy statement and the accompanying form of proxy on or about April 22, 2020 to all ordinary shareholders of record as of April 20, 2020.

Materials for ADS holders of record, including this proxy statement, the Annual Report on Form 10-K and an ADS proxy card, will be mailed on or about April 27, 2020 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 22, 2020 (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 Wednesday, May 27, 2020 will be entitled to vote at the Meeting. As of April 20, 2020 (being the last practicable date before the circulation of this proxy statement) there were 780,593,444 ordinary shares issued and outstanding and entitled to vote.

As a result of restrictions on movement and gatherings introduced by the Health Protection (Coronavirus, Restrictions) (England) Regulations 2020, other than the presence of two persons to be arranged by the Company at the Meeting, ordinary shareholders are not expected to be allowed to attend the Meeting in person. 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 to ensure your vote is counted. All proxies, however submitted, must be lodged with our registrar, Computershare, by no later than 11:30 a.m. London time (6:30 a.m. Eastern Standard Time) on Wednesday, May 27, 2020. CREST members may appoint a proxy by using the CREST electronic proxy appointment service.

You are encouraged to appoint the Chairman of the Meeting as your proxy. If you appoint any person other than the Chairman of the Meeting as your proxy, that person may not be allowed to attend the Meeting.

If you sell or transfer your ordinary shares in the Company on or prior to May 27, 2020, 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 20, 2020, 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 Wednesday, April 22, 2020 (the record date for ADS holders).

If you hold ADSs through a brokerage firm, bank or nominee on April 22, 2020, the materials for ADS holders, including the ADS proxy card, will be sent to that organization. The organization holding your account is considered the ADS holder of record. Please reach out to that organization to provide your voting instructions.

 

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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 Tuesday, May 26, 2020.

Citibank, N.A. will collate all votes properly submitted by ADS holders and submit a vote 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 43077, Providence, RI 02940-3077.

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 10 or abstain from voting your shares on one or more of these proposals.

Proposals 1 through 9 will be proposed as ordinary resolutions. Proposal 10 will be proposed as a special resolution. Under English law, assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the Meeting and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the Meeting and entitled to vote. On a poll, a special resolution is passed if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

The result of the shareholder votes on the ordinary resolutions in proposals 6, 7 and 8 regarding receipt of our U.K. statutory annual accounts and reports for the year ended December 31, 2019, approval of the compensation of our named executive officers for the year ended December 31, 2019 and approval of our U.K. statutory directors’ annual report on remuneration for the year ended December 31, 2019 (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 6, 7 and 8.

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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What constitutes a quorum?

For the purposes of the Meeting, a quorum will be present if members holding at least one-third in number of the issued ordinary shares of the Company and entitled to vote are present in person or represented by proxy at the Meeting.

If you are an ordinary shareholder of record, your shares will be counted towards the quorum only if you are present in person or represented by proxy at the Meeting. If you are a beneficial owner of ordinary shares held in an account at a brokerage firm, bank or other similar organization your shares will be counted towards the quorum if your broker or nominee submits a proxy for those shares and the proxy represents the holder at the Meeting. A member represented by a proxy at the Meeting will be counted towards the quorum requirement even where the proxy abstains from voting. If a form of proxy does not instruct the proxy how to vote, the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting, but the member represented by that proxy at the Meeting will be counted towards the quorum requirement. If there is no quorum, the Meeting will stand adjourned to such time, date and place as may be fixed by the chairperson of the Meeting (being not less than 10 days later), and, if a quorum is not present at the adjourned meeting, the Meeting will be dissolved.

How do I vote my shares?

If you are an ordinary “shareholder of record,” you may appoint a proxy to vote on your behalf:

•

By submitting your proxy online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy); or

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•

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

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For CREST members, by appointing a proxy by using the CREST electronic proxy appointment service.

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All proxies (however submitted) must be lodged with our registrar (Computershare) by no later than 11:30 a.m. London time (6:30 a.m. Eastern Standard Time) on Wednesday, May 27, 2020.

You are encouraged to appoint the Chairman of the Meeting as your proxy. If you appoint any person other than the Chairman of the Meeting as your proxy, that person may not be allowed to attend the Meeting

If you properly give instructions as to your proxy appointment by executing and returning a form of proxy, or by submitting your proxy online, and your proxy appointment is not subsequently revoked, your shares will be voted in accordance with your instructions.

If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you should follow directions provided by your broker, bank or other nominee.

 

4

 

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.

​

Ordinarily a shareholder would also be able to revoke his or her proxy by voting in person at the Meeting. However, as a result of restrictions on movement and gatherings introduced by the Health Protection (Coronavirus, Restrictions) (England) Regulations 2020, ordinary shareholders are not expected to be allowed to attend the Meeting in person.

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.

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?

In normal circumstances, attendance at the Meeting would be limited to ordinary shareholders of record as of 6:30 p.m. London time (1:30 p.m. Eastern Standard Time) on Wednesday, May 27, 2020. However, as a result of restrictions on movement and gatherings introduced by the Health Protection

 

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(Coronavirus, Restrictions) (England) Regulations 2020, other than the presence of two persons to be arranged by the Company at the Meeting, ordinary shareholders are not expected to be allowed to attend the Meeting in person.

How do you solicit proxies?

We will solicit proxies and will bear the entire cost of this solicitation. The initial solicitation of proxies may be supplemented by additional mail communications and by telephone, fax, e-mail, internet and personal solicitation by our directors, officers or other employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other employees for their proxy solicitation efforts. We also reimburse Citibank, N.A. for their expenses in sending materials, including ADS proxy cards, to ADS holders of record.

What do I do if I receive more than one notice or form of proxy?

If you hold your ordinary shares in more than one account, you will receive a form of proxy for each account. To ensure that all of your shares are voted, please sign, date and return all forms of proxy. Please be sure to vote all of your shares.

Will there be any other business conducted at the Meeting?

No. In accordance with our Articles of Association, no matters other than proposals 1 through 10 may be presented at this Meeting. We have not been notified of, and our Board is not aware of, any other matters to be presented for action at the Meeting.

What is Computershare’s role?

Computershare is our registrar. All communications concerning ordinary shareholder of record accounts, including address changes, name changes, ordinary share transfer requirements and similar issues can be handled by contacting Computershare at tel: +44 (0) 370 702 0000 or by writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, England.

Communications concerning ADS holder of record accounts can be handled by contacting Citibank, N.A. — ADR Shareholder Services at tel: +1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank Shareholder Services, P.O. Box 43077, Providence, RI 02940-3077.

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.

 

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ELECTION OF DIRECTORS

Our Board of Directors currently consists of ten directors.

Our Articles of Association require that those directors who were appointed by the Board since our 2019 Annual General Meeting must retire from office and may offer themselves for re-election. Accordingly, Mr. Adrian Rawcliffe will retire from office and offer himself for re-election by our shareholders at the 2020 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 nine directors subject to retirement by rotation, Mr. Giles Kerr, who has served on the Board since November 2016, will retire from office and has confirmed that he will not stand for re-election due to other time commitments. In addition, Ms. Barbara Duncan and Dr. Tal Zaks will, on this occasion, retire from office and stand for re-election by our shareholders.

Mr. Kerr has been a valuable member of the Board of Directors, and we appreciate his service and wish him the best in his future endeavors. Mr. Kerr will stand down from the Board effective as of the end of the 2020 AGM.

Having carried out an evaluation of the individual performance of each of Mr. Rawcliffe, Ms. Duncan and Dr. Zaks 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 Mr. Rawcliffe, Ms. Duncan and Dr. Zaks 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 3, 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 ADRIAN RAWCLIFFE TO THE BOARD OF DIRECTORS

Mr. Adrian Rawcliffe 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. Rawcliffe has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.

Mr. Rawcliffe, 48, 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 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.

Based on his extensive experience as a senior executive and board member in the biotechnology, pharmaceutical and healthcare sectors, the Corporate Governance and Nominating Committee concluded that Mr. Rawcliffe is qualified to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-ELECTION OF ADRIAN RAWCLIFFE TO THE BOARD OF DIRECTORS

 

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PROPOSAL 2 — RE-ELECTION OF BARBARA DUNCAN TO THE BOARD OF DIRECTORS

Ms. Barbara Duncan is currently a member of our Board of Directors and has been nominated for re-election as a director. If elected, she will hold office from the date of her election until the next annual general meeting of shareholders where she must retire by rotation and offer herself for re-election, or until her earlier death, resignation or removal. Ms. Duncan has agreed to serve if elected, and we have no reason to believe that she will be unable to serve.

Ms. Duncan, 55, has served as a Non-Executive Director since June 2016 and also serves as a member of our Audit Committee. She has over 16 years of experience in the life sciences industry and served as Chief Financial Officer and Treasurer at Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT) from May 2009 through June 2016, and as Chief Financial Officer and then Chief Executive Officer at DOV Pharmaceuticals, Inc. from 2001 to 2009. Prior to joining DOV, Ms. Duncan served as Vice President of Corporate Finance — Global Healthcare at Lehman Brothers Inc. from 1998 to 2001, and as Director of Corporate Finance at SBC Warburg Dillon Read Inc. from 1994 to 1998. She also worked for PepsiCo, Inc. from 1989 to 1992 in its international audit division, and was a certified public accountant in the audit division of Deloitte & Touche LLP from 1986 to 1989. Ms. Duncan currently serves as a director for Immunomedics, Inc. (Nasdaq: IMMU), Jounce Therapeutics, Inc. (Nasdaq: JNCE), ObsEva SA (Nasdaq: OBSV) and Ovid Therapeutics, Inc. (Nasdaq: OVID). She holds an M.B.A. from the Wharton School of the University of Pennsylvania and a Bachelor of Business Administration from Louisiana State University. Our Board of Directors believes Ms. Duncan’s qualifications to serve as a member of our board include her financial expertise, her extensive experience in the healthcare industry and her years of experience in her leadership roles as a director and executive officer.

Based on her extensive experience as a senior executive and board member of public companies in the pharmaceutical and healthcare sectors, as well as her substantial background as a public company chief financial officer, our Corporate Governance and Nominating Committee concluded that Ms. Duncan is qualified to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-ELECTION OF BARBARA DUNCAN TO THE BOARD OF DIRECTORS

 

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PROPOSAL 3 — RE-ELECTION OF TAL ZAKS TO THE BOARD OF DIRECTORS

Dr. Tal Zaks is currently a member of our Board of Directors and has been nominated for re-election as a director. If elected, he will hold office from the date of his election until the next annual general meeting of shareholders where he must retire by rotation and offer himself for re-election, or until his earlier death, resignation or removal. Dr. Zaks has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.

Dr. Zaks, 54, has served as a Non-Executive Director since November 2016 and also serves as a member of our Remuneration Committee. He has substantial research, development and commercialization experience gained from service in industry and academia. Dr. Zaks has served as the Chief Medical Officer of Moderna, Inc. (Nasdaq: MRNA) since March 2015. He previously served as Senior Vice President and Head of Global Oncology at Sanofi Inc, where he was responsible for all aspects of oncology drug discovery, development and commercialization. Dr. Zaks began his industry career at GlaxoSmithKline in the genetics research group, where he built the oncology translational medicine team and led translational research on lapatinib as well as the in-licensing and clinical development of foretinib. In addition to his industry work, Dr. Zaks is an Adjunct Associate Professor of Medicine at the University of Pennsylvania and has served as a volunteer physician at the Philadelphia Veterans Administration Medical Center, treating patients with genitourinary cancers. Dr. Zaks received his M.D. and Ph.D. degrees from the Ben Gurion University in Israel and conducted post-doctoral research at the U.S. National Institutes of Health. He completed his clinical training in internal medicine at Temple University Hospital followed by a fellowship in medical oncology at the University of Pennsylvania. Our Board of Directors believes Dr. Zaks’ qualifications to serve as a member of our board include his extensive experience in the biopharmaceutical industry and his years of experience in his leadership roles as an executive officer.

Based on his extensive experience as a senior executive in the pharmaceutical and healthcare sectors, the Corporate Governance and Nominating Committee concluded that Dr. Zaks is qualified to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-ELECTION OF TAL ZAKS TO THE BOARD OF DIRECTORS

 

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PROPOSAL 4 — RE-APPOINTMENT OF KPMG LLP AS OUR AUDITORS, TO HOLD
OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING OF SHAREHOLDERS

Proposal 4 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 4

Our Audit Committee has selected KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2020, 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, 2019 and December 31, 2018. 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.

(1)

Audit Fees consist of fees billed for the audit of our annual consolidated financial statements and audit fees billed to our subsidiary company, Adaptimmune Limited.

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(2)

Audit-related Fees consist of fees billed for the review of our interim consolidated financial statements and related services that are normally provided in connection with registration statements. Included in the 2019 fees are fees billed in connection with our S-3 and S-8 filings. Included in the 2018 fees are fees billed in connection with our S-3 filing.

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(3)

Tax Fees consist of fees for professional services, including tax consulting and compliance. There were no such fees incurred in 2019 or 2018.

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(4)

All Other Fees incurred were $nil in 2019 and $10,000 in 2018.

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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 5 — AUTHORIZATION FOR THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS’ REMUNERATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020

Proposal 5 authorizes the Audit Committee to determine our auditors’ remuneration for the fiscal year ending December 31, 2020. Fees for KPMG, our independent registered public accounting firm and U.K. statutory auditors, in respect of the years ended December 31, 2019 and December 31, 2018, are set forth in Proposal 4 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, 2020

 

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PROPOSAL 6 — RESOLUTION TO RECEIVE THE COMPANY’S U.K. STATUTORY ANNUAL
ACCOUNTS AND REPORTS

At the Meeting, our Board of Directors will present our U.K. statutory annual accounts and reports for the period January 1, 2019 through December 31, 2019, 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 RECEIVE THE COMPANY’S U.K. STATUTORY ANNUAL ACCOUNTS AND REPORTS

 

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PROPOSAL 7 — 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” section, the 2019 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” 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 2019 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” section are effective in achieving our goals.

The vote under this Proposal No. 7 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.

Shareholders will be asked at the Meeting to approve the following resolution pursuant to this Proposal No. 7:

“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” 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 8 — APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON REMUNERATION

Our U.K. statutory directors’ remuneration report is set forth as Annex A to this proxy statement. The directors’ remuneration report includes the annual report on remuneration. This document describes in detail our remuneration policies and procedures and explains how these policies and procedures help to achieve our compensation objectives with regard to our directors and the retention of high-quality directors. Our Board of Directors and the Remuneration Committee believe that the policies and procedures as articulated in the directors’ remuneration report are effective and that as a result of these policies and procedures we have and will continue to have high-quality directors. Our Board of Directors has approved and signed the report in accordance with English law.

At the Meeting, the shareholders will vote on the annual report on remuneration, excluding the directors’ remuneration policy. The directors’ remuneration policy remains unchanged and is scheduled to be proposed for approval at the AGM to be held in 2021, as required by the U.K. Companies Act 2006. 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 IN ANNEX A

 

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BACKGROUND TO PROPOSALS 9 AND 10

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 £257,595.00 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 for a one-year period and will replace all of the existing authorities and powers granted by our shareholders.

These proposals 9 and and 10, 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 9 — 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 2, 2019 and was in respect of a maximum aggregate nominal amount of £207,288.00, which represented approximately 33% of the then issued ordinary share capital of the Company. It remains unexercised in respect of approximately 7% of the Company’s issued ordinary share capital. Resolution 9 is an ordinary resolution to seek a new authority, which will replace the existing authority.

Resolution 9 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 £257,595.00. This amount represents approximately 33% of the issued share capital of the Company as of April 20, 2020. If approved by shareholders, this authority will run for one year and expire on May 28, 2021.

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 9

 

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PROPOSAL 10 — 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 10 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 2, 2019 and was in respect of a maximum aggregate nominal amount of £157,500.00 which represented approximately 25% of the then issued ordinary share capital of the Company. It remains unexercised in respect of approximately 0.78% of the Company’s issued ordinary share capital.

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 9, 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 £257,595.00, which represents approximately 33% of the Company’s issued share capital as of April 20, 2020.

This Resolution will be required to be passed as a special resolution and, if passed, this power will run for one year and expire on May 28, 2021.

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 10

 

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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.

During the year ended December 31, 2019, there were five full meetings of our 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 during 2019. Mr. Rawcliffe was appointed to the Board of Directors and as Chief Executive Officer effective from September 1, 2019 and attended 100% of the meetings of the Board of Directors from his appointment date through to the end of 2019. In addition, Mr. Rawcliffe was in attendance at 100% of the committee meetings of the Board of Directors from his appointment date through to the end of 2019.

The biographical information for Adrian Rawcliffe, Barbara Duncan and Tal Zaks, the nominees to our Board of Directors, is provided in “Proposal 1 — Re-Election of Adrian Rawcliffe to the Board of Directors”, “Proposal 2 — Re-Election of Barbara Duncan to the Board of Directors” and “Proposal 3 — Re-Election of Tal Zaks to the Board of Directors” respectively.

Below is biographical information for those directors who are not standing for re-election at this Meeting and who will remain seated following the Meeting.

David M. Mott has served as our Chairman since January 2017 and as a 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 Limited, a subsidiary of AstraZeneca Plc, and Executive Vice President of AstraZeneca. 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 Vice President in the Health Care Investment Banking Group at Smith Barney, Harris Upham & Co., Inc.

Mr. Mott is currently Chairman of Ardelyx, Inc. (Nasdaq: ARDX), Epizyme, Inc. (Nasdaq: EPZM) and Mersana Therapeutics, Inc, (Nasdaq: MRSN). He previously served as Chairman of 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.

 

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Lawrence Alleva 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 for 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.

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. 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, medical device, specialty pharmaceutical and healthcare services sectors. He is currently a board member of public companies Black Diamond Therapeutics, Inc (Nasdaq: BDTX), CRISPR Therapeutics AG (Nasdaq: CRSP), Genocea (Nasdaq: GNCA), and Oyster Point Pharma, Inc (Nasdaq: OYST) and formerly served as a director of Nevro Corp (NYSE: NVRO). He also serves as a director for several private companies, including Arcellx, Inc, Korro, Inc. and Nkarta, Inc. He has previously worked as a consultant in business development at The Medicines Company and held positions as a Venture Associate at Morgan Stanley Venture Partners from 2000 to 2002 and as a Healthcare Investment Banking Analyst at Lehman Brothers from 1998 to 2000. Dr. Behbahani conducted basic science research in the fields of viral fusion inhibition and structural proteomics at the National Institutes of Health and at Duke University. He holds an M.D. degree from The University of Pennsylvania School of Medicine and an 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 Remuneration Committee. He has over 25 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 Dublin Institute of Technology. Our Board of Directors believes Mr. Furey’s qualifications to serve as a member of our

 

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board include his extensive experience in the biopharmaceutical industry and his years of experience in his leadership roles as an executive officer.

James Noble has served as a Non-Executive Director since September 2019. He formerly served as our full-time Chief Executive Officer since March 2014, and part-time CEO from July 2008 to March 2014, and is one of our co-founders. From July 2008 until March 2014, Mr. Noble was also CEO of Immunocore. Mr. Noble has 28 years of experience in the biotech industry. He has held numerous non-executive director positions, including at CuraGen Corporation, PowderJect Pharmaceuticals plc, Oxford GlycoSciences plc, MediGene AG, and Advanced Medical Solutions plc. Mr. Noble is also Deputy Chairman of GW Pharmaceuticals plc (Nasdaq: GWPH). He also serves as Chairman of Sutura Therapeutics and as a director of Celleron Therapeutics. Mr. Noble qualified as a chartered accountant with Price Waterhouse and spent seven years at the investment bank Kleinwort Benson Limited, where he became a director in 1990. He then joined British Biotech plc as Chief Financial Officer from 1990 to 1997. Mr. Noble was previously Chief Executive Officer of Avidex Limited, a privately held biotechnology company that was our predecessor, from 2000 to 2006. Mr. Noble holds an M.A. degree from the University of Oxford. Our Board of Directors believes Mr. Noble’s qualifications to serve as a member of our board include his financial expertise, his extensive experience in the biopharmaceutical industry and his years of experience in his leadership roles as a director and executive officer.

Elliott Sigal has served as a Non-Executive Director since February 2015 and also serves as a member of our Corporate Governance and Nominating Committee. He formerly served as a Non-Executive Director of Adaptimmune Limited since September 2014. Dr. Sigal is a former Executive Vice President and member of the Board of Directors of Bristol-Myers Squibb (“BMS”). He joined BMS in 1997 as head of Applied Genomics, went on to head Discovery Research followed by clinical development and ultimately served as Chief Scientific Officer and President of R&D from 2004 until 2013. Dr. Sigal serves as a board member for Surface Oncology, Inc (Nasdaq: SURF) and the Melanoma Research Alliance, and previously served as board member for Spark Therapeutics, Inc (Nasdaq: ONCE) and as a director of the Mead Johnson Nutrition Company. He also serves as a senior advisor to the healthcare team of NEA and consults for several biotechnology companies. Dr. Sigal holds an M.D. from the University of Chicago and trained in Internal Medicine and Pulmonary Medicine at the University of California, San Francisco, where he was on faculty from 1988 to 1992. He also holds a B.S., M.S., and Ph.D. in engineering from Purdue University. Our Board of Directors believes Dr. Sigal’s qualifications to serve as a member of our board include his extensive experience in the pharmaceutical industry and his years of experience in his leadership roles as a director and executive officer.

CORPORATE GOVERNANCE

Structure of our Board of Directors

The leadership structure of our 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, and James Noble, our former 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. Mr. Rawcliffe is not considered independent because he is an employee of the Company and Mr. Noble is not considered independent because he was an employee of the Company until March 31, 2020.

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

 

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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. James Noble and Helen Tayton-Martin, our Chief Business Officer, are married. Otherwise, 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 three standing committees: the Audit Committee, the Remuneration Committee, and the Corporate Governance and Nominating Committee. The charters for each of these committees can be found on our website at https://www.adaptimmune.com.

Audit Committee

Our Audit Committee is currently composed of Mr. Alleva, Ms. Duncan and Mr. Kerr, with Mr. Alleva serving as chairman of the committee. Our Board of Directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of The Nasdaq Global Market. Our Board of Directors has determined that each of Mr. Alleva, Ms. Duncan and Mr. Kerr is an “audit committee financial expert” within the meaning of SEC regulations and the applicable listing standards of The Nasdaq Global Market. The Audit Committee held nine meetings during 2019. 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;

​

 

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•

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.

​

Mr. Kerr will retire from office effective as of the end of the 2020 AGM and has confirmed that he will not stand for re-election due to other time commitments. Mr. Kerr will stand down from the Board and the Audit Committee and Corporate Governance and Nominating Committee effective as of the end of the 2020 AGM. On April 7, 2020, our Board of Directors appointed John Furey as a member of the Audit Committee effective from May 29, 2020. Our Board of Directors has determined that Mr. Furey meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable Nasdaq rules.

Remuneration Committee

Our Remuneration Committee is currently composed of Mr. Mott, Mr. Furey and Dr. Zaks, with Mr. Mott serving as chairman of the committee. Our Board of Directors has determined that each member of the Remuneration Committee is “independent” as defined under the applicable Nasdaq rules. The Remuneration Committee held four meetings during 2019. The Remuneration Committee’s responsibilities include:

•

reviewing corporate goals and objectives relevant to the compensation of our senior executive officers and making recommendations concerning such objectives to the Board of Directors;

​

•

appointing, compensating and overseeing the work of any compensation consultant or other advisor retained by the Remuneration Committee;

​

•

reviewing the performance of our senior executive officers and our Chief Executive Officer who is our sole executive director;

​

•

setting the policy for the remuneration of the senior executive officers and executive directors and the basis of their service and employment agreements with due regard to the interests of the shareholders;

​

•

reviewing and approving the compensation of our senior executive officers other than our Chief Executive Officer;

​

•

making recommendations to the Board of Directors with respect to the compensation of the Chief Executive Officer and the Non-Executive Directors;

​

•

determining the allocation of awards under our share option schemes to our senior executive officers, making recommendations to the Board of Directors with respect to the allocation of option awards to our Chief Executive Officer and setting the overall allocation of option awards to our employees and consultants;

​

•

producing a directors’ remuneration policy and an annual directors’ remuneration report to be included in our U.K. statutory annual report and financial statements; and

​

•

producing a remuneration committee report on executive compensation when required by the rules of the SEC to be included in our annual proxy statement.

​

Remuneration Committee Interlocks and Insider Participation

None of the members of our Remuneration Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of our Remuneration Committee or the remuneration committee of any entity that has one or more executive officers serving on our Board of Directors.

As noted above, our Board of Directors has delegated to the Remuneration Committee the authority to determine the compensation for our executive officers with the exception of our Chief Executive Officer

 

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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 2018, the Committee retained Willis Towers Watson, an independent compensation consultant, to assist the Committee with respect to compensation actions in 2019 with the goal of ensuring that our compensation arrangements for our CEO, our other senior executive officers and our non-executive directors were competitive. Willis Towers Watson 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 Willis Towers Watson through 2019 and 2020 in order to ensure that our compensation arrangements are competitive for 2020. After review and consultation with Willis Towers Watson, the Committee determined that Willis Towers Watson is independent and that there is no conflict of interest resulting from retaining Willis Towers Watson in 2019 or in 2020. 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, Mr. Kerr and Dr. Sigal, with Mr. Mott serving as chairman of the committee. Our Board of Directors has determined that each member of the Corporate Governance and Nominating Committee is “independent” as defined under the applicable Nasdaq rules. The Corporate Governance and Nominating Committee held three meetings during 2019. The Nominating and Corporate Governance Committee’s responsibilities include:

•

reviewing the structure, size and composition of the Board of Directors;

​

•

recommending to our Board of Directors individuals to be nominated for election as directors and to each of the committees of our Board;

​

•

supervising the selection and appointment process of directors;

​

•

making recommendations to the Board of Directors with regard to any changes and using an external search consultant if considered appropriate;

​

•

appointing, compensating and overseeing the work of any search firm or other advisor retained by the Committee;

​

•

making final recommendations to the Board of Directors with respect to new appointments, which includes meeting the candidate prior to approving the appointment;

​

•

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.

​

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

 

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that the Corporate Governance and Nominating and Committee and the Board of Directors look for in determining candidates for election to the Board, include, among others:

•

the highest personal and professional ethics, integrity and values;

​

•

commitment to representing the long-term interests of the Company’s shareholders;

​

•

independence under the standards promulgated by The Nasdaq Global Market; and

​

•

ability to dedicate the time and resources sufficient to ensure the diligent performance of his or her duties on our behalf, including attending all Board of Directors and applicable committee meetings.

​

Although we do not have a standalone diversity policy, diversity is among the critical factors that the Board of Directors considers when evaluating its composition. It is the Corporate Governance and Nominating Committee’s policy that the composition of the Board of Directors reflect a range of talents, ages, skills, character, diversity and expertise, particularly in the areas of accounting and finance, management, domestic and international markets, leadership, corporate governance, and biotechnology and related industries, sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company. The independent directors of our Board of Directors believe that the current members of the Board of Directors reflect an appropriate diversity of gender, age, race, geographical background and experience but are committed to continuing to consider diversity issues in evaluating the composition of the Board of Directors.

The Nominating and Corporate Governance Committee’s policy does not contemplate any disparate treatment of management nominees versus those put forth by our shareholders. To date, the Committee has worked with Egon Zehnder and Perspective, each of whom is an independent global 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 2021 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

 

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Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees. The Code of Business Conduct and Ethics is available on our website at http://www.adaptimmune.com. We expect that any amendments to this code or any waivers of its requirements will be disclosed on our website.

Shareholder Communication with the Board of Directors

It is the policy of our Board of Directors to allow shareholders to communicate with its members. Communications may be addressed to the entire board or to any individual director. All such communications will initially be received and processed by our Company Secretary. Spam, junk mail, advertisements and threatening, hostile, illegal and similar unsuitable communications will not be delivered to the Board. Shareholders can contact members of the Board Directors by writing care of our Company Secretary at the Company’s registered office address.

 

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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 8, 2020, 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 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 8, 2020 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 780,593,444 ordinary shares outstanding as of April 8, 2020.

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.

(1)

Includes shares purchased in the Company’s public offering of ADSs, which initially closed on January 24, 2020, with the underwriters’ full exercise of their option closing on February 7, 2020, (the “Offering”), as well as shares held prior to the Offering based on information provided in a Form 13F filed with the Securities and Exchange Commission (“SEC”) on February 14, 2020 and a Schedule 13G/A filed with the SEC on February 14, 2020. 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

​

 

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registered office of Matrix Capital Management Master Fund L.P. is c/o Matrix Capital Management L.P., 1000 Winter Street, Suite 4500, Waltham, MA 02451.

(2)

Includes shares purchased in the Offering, as reported on Section 16 filings on January 28, 2020, as well as shares held as of December 31, 2019 based on information provided in a Form 13F filed with the SEC on February 21, 2020. 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; (ii) 19,500,000 ordinary shares represented by 3,250,000 ADSs directly held by New Enterprise Associates 16, L.P., or NEA 16; and (iii) 16,998 ordinary shares represented by 2,833 ADSs directly held by NEA Ventures 14, L.P., or NEA Ven 14. 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 Peter J. Barris, Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, Scott D. Sandell, Peter W. Sonsini and Ravi Viswanathan. The managers of NEA 16 are Peter J. Barris, Forest Baskett, Scott D. Sandell, Peter W. Sonsini, Ravi Viswanathan, Ali Behbahani (a member of our Board), Carmen Chang, Mohamad H. Makhzoumi and Joshua Makower. All indirect holders of the above referenced shares disclaim beneficial ownership of all applicable shares except to the extent of their actual pecuniary interest therein. The principal business address of New Enterprise Associates, Inc. is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.

​

(3)

Consists of shares held by entities affiliated with RA Capital Management, L.P. as of March 31, 2020. These shares are held in the form of ADSs. RA Capital Management, L.P. is the investment manager for RA Capital Healthcare Fund, L.P. and a separately managed account (the “Account”). The general partner of RA Capital Management, L.P. is RA Capital Management GP, LLC, of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. As such, RA Capital Management, L.P., RA Capital Management GP, LLC, Dr. Kolchinsky and Mr. Shah may be deemed indirect beneficial owners of the shares held by RA Capital Healthcare Fund, L.P. and the Account. RA Capital Management, L.P., RA Capital Management GP, LLC, Dr. Kolchinsky and Mr. Shah expressly disclaim beneficial ownership over all shares held by RA Capital Healthcare Fund, L.P. and the Account, except to the extent of their pecuniary interest therein, and disclaim any pecuniary interest in the shares held by the Account. The business address for RA Capital Management, L.P. is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

​

(4)

Includes shares purchased in the Offering and as well as shares held as of December 31, 2019 based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2020. Capital World Investors, a division of Capital Research and Management Company (CRMC), a U.S.-based investment management company, holds these shares in the form of ADSs. The Capital Group Companies, Inc. is the parent company of CRMC. The business address for CRMC is 333 South Hope Street, Los Angeles, CA 90071.

​

(5)

Beneficial ownership for Mr. Noble consists of 11,145,700 ordinary shares and options to purchase 9,106,960 ordinary shares that are or will be exercisable within 60 days of April 8, 2020.

​

(6)

Beneficial ownership for Dr. Tayton-Martin consists of 1,215,000 ordinary shares and options to purchase 7,093,128 ordinary shares that are or will be exercisable within 60 days of April 8, 2020.

​

(7)

Beneficial ownership for Mr. Rawcliffe consists of  (i) 73,950 ordinary shares represented by 12,325 ADSs and (ii) options to purchase 6,514,203 ordinary shares that are or will be exercisable within 60 days of April 8, 2020.

​

(8)

Beneficial ownership for Mr. Bertrand consists of  (i) 77,808 ordinary shares represented by 12,968 ADSs and (ii) options to purchase 3,430,531 ordinary shares that are or will be exercisable within 60 days of April 8, 2020.

​

(9)

Includes the shares set forth in footnote (2) above and options held by Dr. Behbahani to purchase 715,841 ordinary shares that are or will be exercisable within 60 days of April 8, 2020. 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.

​

(10)

Includes 254,100 ordinary shares, and 60,000 ordinary shares represented by 10,000 ADSs held by Sigal Family Investments, LLC, and options held by Dr. Sigal to purchase 1,104,236 ordinary shares

​

 

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that are or will be exercisable within 60 days of April 8, 2020. Dr. Sigal is a manager of Sigal Family Investments, LLC. Dr. Sigal may be deemed to have voting and investment power over the shares held by Sigal Family Investments, LLC. Dr. Sigal disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. Also included in the ordinary shares beneficially owned are 52,938 ordinary shares represented by 8,823 ADSs that Dr. Sigal purchased during the IPO.

(11)

Consists of  (i) options held by Mr. Alleva to purchase 1,114,628 ordinary shares that are or will be exercisable within 60 days of April 8, 2020; (ii) 70,584 ordinary shares represented by 11,764 ADSs purchased by Mr. Alleva during the IPO; and (iii) 47,280 ordinary shares represented by 7,880 ADS purchased by the Lawrence M. Alleva Revocable Trust in December 2018.

​

(12)

Consists of options held by Mr. Mott to purchase 844,530 ordinary shares that are or will be exercisable within 60 days of April 8, 2020. Mr. Mott retired from NEA during February 2020 and his shareholding does not include shares held by NEA.

​

(13)

Consists of options held by Ms. Duncan to purchase 719,774 ordinary shares that are or will be exercisable within 60 days of April 8, 2020.

​

(14)

Consists of options held by Mr. Kerr to purchase 556,000 ordinary shares that are or will be exercisable within 60 days of April 8, 2020.

​

(15)

Consists of options held by Dr. Zaks to purchase 556,000 ordinary shares that are or will be exercisable within 60 days of April 8, 2020.

​

(16)

Consists of options held by Mr. Furey to purchase 168,760 ordinary shares that are or will be exercisable within 60 days of April 8, 2020.

​

 

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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”, in the period from January 1, 2019 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.”

Investors Rights Agreement

We are party to an investors rights agreement entered into on February 23, 2015, with certain of our shareholders, including New Enterprise Associates 14, L.P., NEA Ventures 2014, L.P., and Sigal Family Investments, LLC pursuant to which certain of our shareholders, including certain holders with beneficial ownership of five percent or more of our ordinary shares and entities affiliated with certain of our directors, have the right to demand that we file a registration statement for their ordinary shares or request that their ordinary shares be covered by a registration statement that we are otherwise filing.

 

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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 2019 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 Willis Towers Watson in 2018 and are compliant with the Directors’ Remuneration policy approved by our shareholders at our Annual General Meeting on June 20, 2018.

Under our Directors’ Remuneration Policy in effect in 2019, 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.

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 288,000 of our ordinary shares and, at their election, either cash compensation, as set forth above, or additional options of equivalent value. All such options vest 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 144,000 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 2019, all Non-Executive Directors were granted an annual award of stock options, with the exception of James Noble who transitioned from his role as our CEO to become a Non-Executive Director effective September 1, 2019. Mr. Noble waived all fees and option awards for his service as a Non-Executive Director for the period from September 1, 2019 through March 31, 2020. During the period from June 26, 2019 through March 31, 2020, Mr. Noble was serving his nine month notice period and continued to be eligible for a bonus payment in respect of the year ended December 31, 2019, subject to the application of a company performance multiplier, and to receive his salary and benefits, which ceased on March 31, 2020. Mr. Noble became eligible for our Non-Executive Director compensation package effective from April 1, 2020.

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

 

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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.

2019 Director Compensation Table

The table below shows the compensation paid to our Non-Executive Directors during the year ended December 31, 2019.

(1)

The fees paid to Mr. Kerr were denominated in pounds sterling. For purposes of this table, the 2019 amount paid to Mr. Kerr has been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2019 (£1/$1.32675).

​

(2)

Amounts reflect the aggregate grant date fair value of share options granted during 2019 and computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in Note 2(r) 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, 2019.

​

(3)

Mr. Noble waived all fees and option awards for his service as a Non-Executive Director for the period from September 1, 2019 through March 31, 2020.

​

(4)

Mr. Mott received an option award covering 350,947 ordinary shares on July 2, 2019.

​

(5)

Mr. Alleva received an option award covering 271,209 ordinary shares on July 2, 2019.

​

(6)

Dr. Behbahani received an option award covering 234,407 ordinary shares on July 2, 2019.

​

(7)

Ms. Duncan received an option award covering 124,000 ordinary shares on July 2, 2019.

​

(8)

Mr. Furey received an option award covering 240,541 ordinary shares on July 2, 2019.

​

(9)

Mr. Kerr received an option award covering 124,000 ordinary shares on July 2, 2019.

​

(10)

Dr. Sigal received an option award covering 234,407 ordinary shares on July 2, 2019.

​

(11)

Dr. Zaks received an option award covering 124,000 ordinary shares on July 2, 2019.

​

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

 

34

 

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.

Adrian Rawcliffe.   For biographical information regarding Mr. Rawcliffe, please refer to “Proposal 1 — Re-Election of Adrian Rawcliffe to the Board of Directors”.

James Noble.   For biographical information regarding Mr. Noble, 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. Mr. Wood has held CFO and senior management roles in public companies in the life sciences sector since 2006. Most recently, 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 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 Officer since March 2017, having formerly served 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. She is a member of our Executive Team. As our CBO, Dr. Tayton-Martin is responsible for optimizing the strategic and commercial opportunity for Adaptimmune’s assets, leading on business development and commercial activities. Her role encompasses all aspects of pipeline and technology assessment, strategic portfolio analysis, integrated program management and commercial planning and partnerships, including the company’s strategic partnership with GlaxoSmithKline (LSE/NYSE: GSK) (“GSK”). Dr. Tayton Martin has over 26 years of experience working within the pharma, biotech and consulting environment in disciplines across preclinical and clinical development, outsourcing, strategic planning, due diligence and business development. She co-founded Adaptimmune from the former company, Avidex Limited, where she had been responsible for commercial development of the soluble TCR program in cancer and HIV from 2005 to 2008. Dr. Tayton Martin also serves as a non-executive director of Trillium Therapeutics Inc. (NASDAQ and TSX: TRIL). She holds a Ph.D. in molecular immunology from the University of Bristol, U.K. and an M.B.A. from London Business School. Dr. Tayton-Martin is married to James Noble, a non-executive director and our former Chief Executive Officer.

William Bertrand.   Mr. Bertrand has served as our Chief Operating Officer since March 2017 and is responsible for operational functions including compliance, risk management, human resources, quality and legal/IP, as well as investor relations, communications and IT and facilities. He is a member of our Executive Team. 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

 

36

 

strategy roles. He has also formerly served as Executive Vice President, General Counsel for Infinity Pharmaceuticals, Inc., and as Senior Vice President, Acting Chief Operating Officer and General Counsel for Salix Pharmaceuticals, where he remained as General Manager to help finalize the integration of the company’s $14 billion acquisition by Valeant Pharmaceuticals in April 2015. He is currently a member of the board of directors of Ardelyx, Inc. (NASDAQ: ARDX) and has served as a member of the board of directors of several private companies including Trustwave and Inotek Pharmaceuticals. Mr. Bertrand received a J.D. from the University of Wisconsin and a B.S. in biology from Wayne State University.

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 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 Senior Vice President and Chief Medical Officer (CMO) since January 2020 and served as our acting CMO since August 2019. 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. Dr. Norry also serves as a non-executive director of Covenant Bank, a privately-held bank in Doylestown, Pennsylvania.

 

37

 

EXECUTIVE COMPENSATION

Overview

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, 2019, these NEOs were:

•

Adrian Rawcliffe, Chief Executive Officer (from September 1, 2019);

​

•

William Bertrand, Chief Operating Officer; and

​

•

Helen Tayton-Martin, Chief Business Officer.

​

Certain compensation information is also presented below for James Noble, our former Chief Executive Officer through August 31, 2019 and current Non-Executive Director, in accordance with applicable rules of the Securities and Exchange Commission and Nasdaq. During 2019, Adrian Rawcliffe served as CEO effective from September 1, 2019 and continues to serve in that role. James Noble served as CEO for the period from January 1, through August 31, 2019 and transitioned to serve as a Non-Executive Director effective from September 1, 2019.

Mr. Noble waived all fees and equity awards for his service as a Non-Executive Director for the period from September 1, 2019 through March 31, 2020. During the period from June 26, 2019 through March 31, 2020, Mr. Noble continued to be eligible for a bonus payment in respect of the year ended December 31, 2019, subject to the application of a company performance multiplier, and to receive his salary and benefits, which ceased on March 31, 2020. Mr. Noble became eligible for our Non-Executive Director compensation package effective from April 1, 2020.

We are a “smaller reporting company” as that term is defined in the rules promulgated under the Securities Act of 1933, as amended and have elected to comply with the reduced compensation disclosure requirements available to smaller reporting companies.

2019 Summary Compensation Table

The following table sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2019 and December 31, 2018. The Company has never made, and does not currently make, restricted stock awards or restricted stock unit awards.

(1)

Mr. Rawcliffe also serves as a director but receives no additional compensation for his service as a director.

​

(2)

Compensation paid to Mr. Noble and Dr. Tayton-Martin is denominated in pounds sterling. All amounts in the columns titled “Salary”, “Non-equity incentive plan compensation” and “All other compensation” have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2019 (£1/$1.32675).

​

 

38

 

(3)

See Item 7 — “Share based compensation”, and Note 2(r) and Note 12 “Share based compensation” to our audited consolidated financial statements, in our Form 10-K for an explanation of the assumptions used in the calculation of these amounts.

​

(4)

Amount represents sums paid under our annual cash bonus program.

​

(5)

Mr. Rawcliffe’s base salary was increased to $560,000 effective September 1, 2019 on his appointment as CEO. The amount of  $500,481 represents the aggregate of eight months of his base salary of  $470,721 (from January 1, 2019 through August 31, 2019) and four months of his base salary of  $560,000 (from September 1, 2019 through December 31, 2019).

​

(6)

Consists of Company payments in the amount of  (i) $12,178.80 to subsidize city of Philadelphia taxes, (ii) $13,250.00 in matching contributions under the 401(k) plan and (iii) $17,696.00 to medical insurance on behalf of Mr. Rawcliffe.

​

(7)

Consists of Company payments in the amount of  (i) $17,780.88 to subsidize city of Philadelphia taxes, (ii) $13,250.00 in matching contributions under the 401(k) plan and (iii) $15,747.28 to medical insurance on behalf of Mr. Rawcliffe.

​

(8)

Consists of Company payments in the amount of: (i) $34,873 as a pension allowance and (ii) $8,431 to medical insurance on behalf of Mr. Noble.

​

(9)

Consists of Company payments in the amount of: (i) $27,866 as a pension allowance and (ii) $1,202 to medical insurance on behalf of Mr. Noble.

​

(10)

Consists of Company payments in the amount of  (i) $13,250.00 in matching contributions under the 401(k) plan and (ii) $20,440.56 to medical insurance on behalf of Mr. Bertrand.

​

(11)

Consists of Company payments in the amount of  (i) $13,250.00 in matching contributions under the 401(k) plan and (ii) $20,152.92 to medical insurance on behalf of Mr. Bertrand.

​

(12)

Consists of Company payments in the amount of: (i) $24,420 as a pension contribution and (ii) $5,284 to medical insurance on behalf of Dr. Tayton-Martin.

​

(13)

Consists of Company payments in the amount of: (i) $19,888 as a pension contribution and (ii) $1,551 to medical insurance on behalf of Dr. Tayton-Martin.

​

Narrative Disclosure to Summary Compensation Table

The primary elements of compensation for our NEOs are base salary, annual cash bonuses and long-term, equity-based compensation awards. Our NEOs also participate in employee benefit plans and programs that we offer to our other full-time employees on the same basis and have from time to time received relocation or other expense reimbursements from us.

Base Salary.   Our NEOs receive base salaries to compensate them for the satisfactory performance of their duties to our company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

Our Remuneration Committee periodically reviews NEO base salaries in consultation with management and Willis Towers Watson, an independent compensation consultant, to determine whether any adjustments are necessary or appropriate. The following table shows the annual base salaries of our NEOs for 2019 and 2018. All annual base salary increases were effective January 1 of the given year.

(1)

The 2019 base salary for Mr. Rawcliffe was increased to $560,000 effective September 1, 2019 on his appointment as CEO.

​

 

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(2)

Compensation paid to Mr. Noble and Dr. Tayton-Martin is denominated in pounds sterling. For purposes of this table, 2019 and 2018 amounts for Mr. Noble 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, 2019 (£1/$1.32675).

​

Annual Cash Bonus Program

Our NEOs have the opportunity to earn annual performance bonuses based on the achievement of short-term performance goals, and which are expressed as a percentage of base salary.

Our Remuneration Committee generally determines annual bonuses for our NEOs, and the Board determines the annual bonus for our CEO, subject to: (i) objective criteria set forth by the Board of Directors or an authorized delegate thereof on an annual basis; and (ii) the overall performance of the Company and the Group.

The target annual cash bonus opportunities of our NEOs for 2019 are summarized in the table below. All target annual cash bonus opportunities were set as a percentage of base salaries.

(1)

The 2019 Target Annual Cash Bonus Opportunity percent for Mr. Rawcliffe was increased from 45% to 60% effective September 1, 2019 on his appointment to the role of CEO. The 2019 Target Annual Cash Bonus Opportunity amount was a pro-rated amount (based on the aggregate of 45% of eight months of his base salary of  $470,721, from January 1, 2019 through August 31, 2019, and 60% of four months of his base salary of  $560,000, from September 1, 2019 through December 31, 2019).

​

(2)

Compensation paid to Mr. Noble and Dr. Tayton-Martin is denominated in pounds sterling. For purposes of this table, amounts for Mr. Noble 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, 2019 (£1/$1.32675).

​

2019 annual bonus payments

In December 2019, our Remuneration Committee and our Board reviewed our 2019 corporate goals and determined that we had achieved a significant proportion of our corporate goals. The Remuneration Committee determined an overall corporate performance level of 70% of target for purposes of the 2019 Bonus Plan for our NEOs other than our CEO, and recommended an overall corporate performance level of 70% in respect of our CEO, which was approved by the Board. This resulted in awards at 70% of their target annual cash bonus opportunities for 2019 for our NEOs.

The actual 2019 bonus payments are summarized in the table below:

 

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(1)

The 2019 Actual Cash Bonus Payment amount for Mr. Rawcliffe was a pro-rated amount, based on his pro-rated 2019 base salary received of  $500,481 (representing the aggregate of eight months of his base salary of  $470,721, from January 1, 2019 through August 31, 2019, and four months of his base salary of  $560,000, from September 1, 2019 through December 31, 2019).

​

(2)

Compensation paid to Mr. Noble and Dr. Tayton-Martin is denominated in pounds sterling. For purposes of this table, amounts for Mr. Noble 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, 2019 (£1/$1.32675).

​

Equity-Based Compensation

We have historically offered share options to our employees, including our NEOs, as the long-term incentive component of our compensation program. We typically grant options to employees as soon as practicable after they commence employment with us and may thereafter grant additional options in the discretion of our Board of Directors or Remuneration Committee. Our share options allow employees to purchase our ordinary shares at a price equal to the fair market value of our ordinary shares on the date prior to the grant date. Our share options typically vest over a four-year period, with the first 25% of the shares subject to the option vesting on the first anniversary of 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.

We awarded share options to our NEOs during 2019 in the following amounts and subject to vesting in accordance with our standard time-based vesting schedule described above:

(1)

The 2019 options granted to Mr. Rawcliffe include 769,320 options granted on June 27, 2019 and 769,320 options granted on September 1, 2019 in connection with his appointment as CEO.

​

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 2019, 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

 

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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 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 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 exchange” 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.

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 2019, 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).

Recently-enacted tax legislation, effective for taxable years beginning after December 31, 2017, expands the scope of Section 162(m) 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

 

42

 

not be deductible unless it qualifies for the transition relief applicable to certain arrangements in place as of November 2, 2017, as described above.

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

We do not have a formal compensation recovery policy, often referred to as a “clawback” policy, which would typically provide that the officers or directors subject to the policy must reimburse the Company for any bonus or other incentive-based or equity-based compensation improperly received. Our Remuneration Committee intends to keep under consideration the adoption of a clawback policy.

Employment Arrangements

We have employment agreements with our Chief Executive Officer and Chief Operating Officer and a service agreement with our Chief Business Officer. James Noble, our former CEO, was employed on a service agreement dated March 10, 2017, as amended by a variation agreement dated June 26, 2019, that terminated on March 31, 2020. 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.

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

 

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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.

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.

Outstanding Equity Awards at 2019 Fiscal Year-End

The following table sets forth information regarding equity awards held by our NEOs as of December 31, 2019. 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.

 

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(1)

Vesting of all options is subject to continued service through the applicable vesting date.

​

(2)

The securities underlying the options are ordinary shares.

​

(3)

This option was fully vested as of December 31, 2019.

​

(4)

For purposes of this table, the exercise price was converted from GBP0.50 based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

(5)

This option was partially vested and the final installment of 19,591 ordinary shares will vest on January 18, 2020.

​

(6)

For purposes of this table, the exercise price was converted from GBP0.89 based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

(7)

This option was partially vested and the remainder will vest in monthly installments of 43,187 ordinary shares on the thirteenth of each month from January 13, 2020 through January 13, 2021.

​

(8)

For purposes of this table, the exercise price was converted from GBP0.59 based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

(9)

This option was partially vested and the remainder will vest in monthly installments of 14,333 ordinary shares on the twelfth of each month from January 12, 2020 through January 12, 2022.

​

(10)

For purposes of this table, the exercise price was converted from GBP0.96 based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

(11)

This option was partially vested and the remainder will vest in annual installments of 38,412 ordinary shares on January 12, 2020 and January 12, 2021 and January 12, 2022.

​

(12)

For purposes of this table, the exercise price was converted from GBP0.001, being the nominal value of an ordinary share, based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

 

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(13)

This option partially vests as to 314,436 ordinary shares on January 4, 2020 and the remainder will vest in monthly installments of 26,203 ordinary shares on the fourth of each month from February 4, 2020 through January 4, 2023.

​

(14)

For purposes of this table, the exercise price was converted from GBP0.70 based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

(15)

This option partially vests as to 70,224 ordinary shares on January 4, 2020 and the remainder will vest in annual installments of 70,224 ordinary shares on January 4, 2021 and January 4, 2022 and January 4, 2023.

​

(16)

This option partially vests as to 157,218 ordinary shares on June 27, 2020 and the remainder will vest in monthly installments of 13,101 ordinary shares on the twenty seventh of each month from July 27, 2020 through May 27, 2023, and in one installment of 13,119 ordinary shares on June 27, 2023.

​

(17)

For purposes of this table, the exercise price was converted from GBP0.53 based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

(18)

This option partially vests as to 35,112 ordinary shares on June 27, 2020 and the remainder will vest in annual installments of 35,112 ordinary shares on June 27, 2021 and June 27, 2022 and June 27, 2023.

​

(19)

This option partially vests as to 157,218 ordinary shares on September 1, 2020 and the remainder will vest in monthly installments of 13,101 ordinary shares on the first of each month from October 1, 2020 through August 1, 2023, and in one installment of 13,119 ordinary shares on September 1, 2023.

​

(20)

For purposes of this table, the exercise price was converted from GBP0.22 based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

(21)

This option partially vests as to 35,112 ordinary shares on September 1, 2020 and the remainder will vest in annual installments of 35,112 ordinary shares on September 1, 2021 and September 1, 2022 and September 1, 2023.

​

(22)

This option was fully vested as of December 31, 2019.

​

(23)

For purposes of this table, the exercise price was converted from GBP0.3557 based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

(24)

This option was partially vested and the final installment of 41,012 ordinary shares will vest on January 18, 2020.

​

(25)

This option partially vests as to 518,244 ordinary shares on January 13, 2018 and the remainder will vest in monthly installments of 43,187 ordinary shares on the thirteenth of each month from February 13, 2018 through January 13, 2021.

​

(26)

This option partially vests as to 429,984 ordinary shares on January 12, 2019 and the remainder will vest in monthly installments of 35,832 ordinary shares on the twelfth of each month from February 12, 2019 through January 12, 2022.

​

(27)

This option partially vests as to 96,030 ordinary shares on January 12, 2019 and the remainder will vest in annual installments of 96,030 ordinary shares on January 12, 2020 and January 12, 2021 and January 12, 2022.

​

(28)

This option partially vests as to 140,448 ordinary shares on January 4, 2020 and the remainder will vest in annual installments of 140,448 ordinary shares on January 4, 2021 and January 4, 2022 and January 4, 2023.

​

(29)

This option partially vests as to 628,884 ordinary shares on January 4, 2020 and the remainder will vest in monthly installments of 52,407 ordinary shares on the fourth of each month from February 4, 2020 through January 4, 2023.

​

(30)

This option was partially vested and the remainder will vest in monthly installments of 70,998 ordinary shares on the fifteenth of each month from January 15, 2020 through March 15, 2021.

​

 

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(31)

For purposes of this table, the exercise price was converted from GBP0.65 based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

(32)

This option was partially vested and the remainder will vest in monthly installments of 13,437 ordinary shares on the twelfth of each month from January 12, 2020 through January 12, 2022.

​

(33)

This option was partially vested and the remainder will vest in annual installments of 36,012 ordinary shares on January 12, 2020 and January 12, 2021 and January 12, 2022.

​

(34)

This option partially vests as to 56,181 ordinary shares on January 4, 2020 and the remainder will vest in annual installments of 56,181 ordinary shares on January 4, 2021 and January 4, 2022 and January 4, 2023.

​

(35)

This option partially vests as to 251,556 ordinary shares on January 4, 2020 and the remainder will vest in monthly installments of 20,963 ordinary shares on the fourth of each month from February 4, 2020 through January 4, 2023.

​

(36)

For purposes of this table, the exercise price was converted from GBP0.112 based on an exchange rate of  $U.S. 1.32675 to GBP1.00 in effect as of December 31, 2019. The actual exercise price will be the pounds sterling amount.

​

(37)

This option was partially vested and the final installment of 19,591 ordinary shares will vest on January 18, 2020.

​

Employment, Change of Control and Severance Arrangements with Named Executive Officers

We have entered into employment agreements with our Chief Executive Officer, Adrian Rawcliffe, and William Bertrand and a service agreement with Helen Tayton-Martin, our Chief Business Officer. James Noble, our former CEO, was employed on a service agreement dated March 10, 2017, as amended by a variation agreement dated June 26, 2019, that terminated on March 31, 2020. These agreements set forth the individual’s base salary, bonus compensation, equity compensation and other employee benefits, which are described earlier in this proxy statement. In addition, these agreements provide for severance payments pursuant to our executive severance policy upon a termination of employment under certain circumstances as described below. Certain key terms of those agreements and our executive severance policy are described below.

Adrian Rawcliffe

We entered into an employment agreement with Mr. Rawcliffe on June 26, 2019 that sets forth the terms and conditions under which Mr. Rawcliffe serves as our Chief Executive Officer effective from September 1, 2019. The agreement has no specific term and established an at-will employment relationship. The agreement sets out the initial annual base salary for Mr. Rawcliffe, subject to periodic review by the Company, and the initial annual target bonus opportunity and annual bonus process. Mr. Rawcliffe is eligible to participate in the equity plans sponsored and/or maintained by the Company and its affiliates from time to time, in accordance with the terms of any such plans, at the sole and absolute discretion of the Company and the Board of Directors.

We may terminate Mr. Rawcliffe’s employment with or without cause and without advance notice, but Mr. Rawcliffe is required to provide at least 60 days’ advance written notice to the Company if he is terminating his employment. In the event of a termination of employment by the Company without cause or a resignation by Mr. Rawcliffe for good reason, upon a change of control, any portion of share option awards that were granted and unvested as of the date of termination will vest and immediately become exercisable on the date of termination. Mr. Rawcliffe will also be entitled to payments under the Company’s executive severance policy in the event of a termination by the Company without cause or a resignation by Mr. Rawcliffe for good reason without a change of control and upon a change of control. Mr. Rawcliffe is required to resign his position as a Director if the Board requires a resignation in conjunction with the end of the employment relationship. The agreement contains non-solicitation and non-competition provisions for a 12 month period as well as confidentiality provisions.

 

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James Noble

We entered into a service agreement with Mr. Noble dated March 10, 2017 that set forth the terms and conditions under which Mr. Noble formerly served as our Chief Executive Officer. The agreement set out the initial annual base salary for Mr. Noble, subject to periodic review by the Company, and the initial annual target bonus opportunity and annual bonus process. Under the agreement, Mr. Noble was eligible to participate in the Company’s share option schemes, Group Personal Pension Scheme and in the private health care scheme and permanent health insurance schemes maintained by the Company or its affiliates for the benefit of its senior executives.

The agreement provided that Mr. Noble’s employment would continue until terminated, other than for cause, upon not less than nine months’ advance written notice by the Company or Mr. Noble. On termination of the agreement without cause, we had the right to require Mr. Noble to take garden leave for all or part of the notice period (the remaining term of the contract) and the right to pay salary and benefits in lieu of notice. The agreement provided that, during the period of any garden leave, Mr. Noble had to continue to be available to the Company and would continue to receive his full salary and other contractual entitlements. In addition, the Company could terminate Mr. Noble’s employment with immediate effect in certain circumstances including bankruptcy, criminal convictions, gross misconduct or serious or repeated breaches of obligations of his service. In the event of termination for cause, we were not obligated to make any payment in lieu of notice. Mr. Noble was required to resign his position as a Director if the Board required a resignation in conjunction with the end of the employment relationship. The service agreement contained non-solicitation and non-competition provisions for a 12 month period as well as confidentiality provisions.

In connection with Mr. Noble’s transition from his CEO role to a Non-Executive Director role effective September 1, 2019, the Company and Mr. Noble entered into a letter agreement on June 26, 2019 relating to the transition, and entered into a variation agreement on June 26, 2019 that operated to vary Mr. Noble’s service agreement for the period from September 1, 2019 through March 31, 2020. The letter and related variation agreement covered, amongst other things, vesting of share options and other general terms of Mr. Noble’s employment during this transition period. In particular, the letter and related variation agreement provided that Mr. Noble remained eligible for a bonus payment in respect of the year ended December 31, 2019, subject to the application of the 2019 company performance multiplier, and was eligible to continue to receive his base salary and benefits during his notice period of nine months which ended on March 31, 2020. In addition, the letter and related variation agreement provided that Mr. Noble was entitled to have a 12 month period, effective from the date when he ceases to be connected with the Company, in which to exercise his vested share options as of March 31, 2020 and that the remainder of his share options would be surrendered for cancellation on March 31, 2020.

William Bertrand

We entered into an employment agreement with Mr. Bertrand on March 15, 2017. The agreement has no specific term and establishes an at-will employment relationship. The agreement sets out the initial annual base salary, subject to periodic review by the Company, and initial annual target bonus opportunity and annual bonus process. Mr. Bertrand is eligible to participate in the equity plans sponsored and/or maintained by the Company and its affiliates from time to time, in accordance with the terms of any such plans, at the sole and absolute discretion of the Company and the Board of Directors.

We may terminate Mr. Bertrand’s employment with or without cause and without notice, but he is required to provide at least 60 days’ advance written notice to us if he is terminating his employment. In the event of a termination of employment by the Company without cause or a resignation by Mr. Bertrand for good reason, upon a change of control, any portion of share option awards that were granted and unvested as of the date of termination will vest and immediately become exercisable on the date of termination. Mr. Bertrand will also be entitled to payments under the Company’s executive severance policy in the event of a termination by the Company without cause or a resignation by Mr. Bertrand for good reason without a change of control and upon a change of control. The agreement contains non-solicitation and non-competition provisions for a 12 month period as well as confidentiality provisions.

 

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Helen Tayton-Martin

We entered into a service agreement with Dr. Tayton-Martin dated March 15, 2017 that sets forth the terms and conditions under which Dr. Tayton Martin serves as our Chief Business Officer and as a director of Adaptimmune Limited. The agreement sets out the initial annual base salary for Dr. Tayton-Martin, subject to periodic review by the Company, and the initial annual target bonus opportunity and annual bonus process. Under the agreement, Dr. Tayton-Martin is eligible to participate in the Company’s share option schemes, Group Personal Pension Scheme and in the private health care scheme and permanent health insurance schemes maintained by the Company or its affiliates for the benefit of its senior executives.

The agreement provides that Dr. Tayton-Martin’s employment will continue until terminated, other than for cause, upon not less than nine months’ advance written notice by the Company or Dr. Tayton-Martin. On termination of the agreement without cause, we have the right to require Dr. Tayton Martin to take garden leave for all or part of the notice period (the remaining term of the contract) and the right to pay salary and benefits in lieu of notice. The agreement provides that, during the period of any garden leave, Dr. Tayton Martin has to continue to be available to the Company and will continue to receive her full salary and other contractual entitlements. In addition, the Company can terminate Dr. Tayton Martin’s employment with immediate effect in certain circumstances including bankruptcy, criminal convictions, gross misconduct or serious or repeated breaches of obligations of her service. In the event of termination for cause, we are not obligated to make any payment in lieu of notice. Dr. Tayton Martin is required to resign her position as a Director of Adaptimmune Limited if the Board requires a resignation in conjunction with the end of the employment relationship. The agreement contains non-solicitation and non-competition provisions for a 12 month period as well as confidentiality provisions.

Executive Severance Policy

The Company’s executive severance policy, adopted on March 10, 2017, (the “Executive Severance Policy”) is applicable in relation to our NEOs. If the employment of any of our NEOs is terminated by the Company without cause, or if the NEO resigns for good reason, then the NEO will be entitled under the NEO’s employment or service agreement, as applicable, and the Executive Severance Policy to receive a severance payment equal to the NEO’s annual base salary for nine months and to payment of premiums for continuation of healthcare benefits for a period of nine months following such termination. Our NEOs resident in the U.K. may elect to waive continuation of payment of healthcare premiums and accept a payment in lieu of such premiums. In addition, at the sole discretion of the Board (or an authorized committee thereof), the NEO may be paid a lump sum cash amount equal to his or her annual performance bonus for the year of termination, prorated based on the number of calendar days the NEO was employed during the year.

Furthermore, if the employment of any of our NEOs is terminated without cause or the NEO resigns for good reason within 12 months following a change in control, the NEO will be entitled to receive a severance payment equal to the NEO’s annual base salary for 12 months, payment of premiums for continuation of healthcare benefits for a period of 12 months. Our NEOs resident in the U.K. may elect to waive continuation of payment of healthcare premiums and accept a payment in lieu of such premiums. In addition, the NEO will be paid a lump sum cash amount equal to the full annual performance bonus for the year of termination, and is entitled to accelerated vesting of any unvested and outstanding equity awards. In addition, the Board has discretion under our option plan rules to allow some or all of the options held by our NEOs to vest in the event of a change of control or otherwise.

In order to receive severance benefits under the NEO’s employment or service agreement and the Executive Severance Policy, the NEO is required to execute a release of claims in favor of the Company and comply with certain other post-employment covenants set forth in the NEO’s employment or service agreement, as applicable.

Potential Payments upon Termination or Change in Control

The following table provides information concerning the estimated payments and benefits, pursuant to the service or employment agreement and the Executive Severance Policy, that would be provided in the circumstances described below for each of our NEOs. Payments and benefits are estimated assuming that

 

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the triggering event took place on December 31, 2019, and the closing price per share of an American Depositary Share (ADS) on The Nasdaq Global Select Market as of that date ($1.20). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

(1)

Reflects the terms of: (a) the service agreements and employment agreements between us and our NEOs described above; (b) the Executive Severance Policy described above; and (c) equity award grant agreements between us and our NEOs for equity grants included in the Outstanding Equity Awards at 2019 Fiscal Year End table above. Pursuant to the Executive Severance Policy, any severance payment or benefit provided under the Executive Severance Policy is reduced by the value of any corresponding payment or benefit provided under the NEO’s applicable service or employment agreement or equity award agreement.

​

(2)

James Noble is no longer eligible for any potential payments upon termination or change in control effective March 31, 2020.

​

(3)

Assumes a lump sum bonus payment based on the bonus payment made in respect of year ended December 31, 2019 in both scenarios. If an NEO’s employment is terminated by the Company without cause or the NEO resigns for good reason outside of a change of control scenario, any lump sum bonus payment is at the sole discretion of the Remuneration Committee or the Board (in the case of the CEO), prorated based on the number of calendar days of employment.

​

(4)

Reflects stock option awards. The Company has never made, and does not currently make, restricted stock awards or restricted stock unit awards. Our options cover ordinary shares that are represented by

​

 

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ADSs. Each ADS represents six ordinary shares of the Company. Stock option awards where the exercise price equates to an amount greater than $0.20 per ordinary share have been excluded. $0.20 is based on the closing price of an ADS on December 31, 2019, of  $1.20, divided by six. For stock options, aggregate market value is computed by multiplying the product of  (a) the number of unvested shares accelerating as of December 31, 2019, by the sum of  (b) (i) $0.20 less (ii) the option’s exercise price.

(5)

Assumes a lump sum payment based on the estimated premiums for COBRA continuation coverage for our NEOs resident in the U.S. (Mr. Rawcliffe and Mr. Bertrand) and a lump sum payment based on the estimated premiums for health insurance for our NEOs resident in the U.K. (Dr. Tayton-Martin and Mr. Noble).

​

Equity Compensation Plan Information

The following table provides information on our equity compensation plans as of December 31, 2019.

For purposes of this table, the Weighted Average Exercise Price of Outstanding Options has been converted from £0.57 based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2019 (£1/$1.32675).

The Company grants options over ordinary shares in Adaptimmune Therapeutics plc under the following option plans: (i) the Adaptimmune Therapeutics plc Employee Share Option Scheme (adopted January 14, 2016), (ii) the Adaptimmune Therapeutics plc 2015 Share Option Scheme (adopted March 16, 2015) and (iii) the Adaptimmune Therapeutics plc Company Share Option Plan (adopted March 16, 2015).The Company grants RSU-style options over ordinary shares in Adaptimmune Therapeutics plc under the Adaptimmune Therapeutics plc Employee Share Option Scheme (adopted January 14, 2016). The maximum aggregate number of options which may be granted under these plans and any incentive plans adopted by the Company cannot exceed a scheme limit that equates to 8% of the initial fully diluted share capital of the Company immediately following our IPO plus an automatic annual increase of an amount equivalent to 4% of the issued share capital on each June 30 (or such lower number as the Board, or an appropriate committee of the Board, may determine). The automatic increase is effective from July 1, 2016.

Prior to December 31, 2014, the Company granted options to purchase ordinary shares in Adaptimmune Limited under three option schemes: (i) the Adaptimmune Limited Share Option Scheme (adopted May 30, 2008), (ii) the Adaptimmune Limited 2014 Share Option Scheme (adopted April 11, 2014) and (iii) the Adaptimmune Limited Company Share Option Plan (adopted December 16, 2014). As part of the corporate reorganization in connection with our IPO, the holders of options granted under these schemes over ordinary shares of Adaptimmune Limited were granted equivalent options on substantially the same terms over ordinary shares of Adaptimmune Therapeutics plc (“Replacement Options”) in exchange for the release of these options. The Company does not intend to grant any further options under these schemes. Further details of our option plans are set forth in Note 12 titled “Share based compensation” to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2019.

 

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AUDIT COMMITTEE REPORT

The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements, evaluates auditor performance, manages relations with the Company’s independent registered public accounting firm and evaluates policies and procedures relating to internal control systems. The Audit Committee operates under a written Audit Committee charter that has been adopted by the Board. All members of the Audit Committee currently meet the independence and qualification standards for Audit Committee membership set forth in the listing standards provided by Nasdaq and the SEC, and the Board has determined that each Audit Committee member is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K.

The Audit Committee members are not professional accountants or auditors. The members’ functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee serves a board-level oversight role in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee’s members in business, financial and accounting matters.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for the financial statements and reporting process, including the Company’s system of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019. This review included a discussion of the quality and the acceptability of the Company’s financial reporting, including the nature and extent of disclosures in the financial statements and the accompanying notes. The Audit Committee also reviewed the progress and results of the testing of the design and effectiveness of its internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

The Audit Committee also reviewed with KPMG LLP (“KPMG”), our independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America, their judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed with the Committee by Public Company Accounting Oversight Board (“PCAOB”) AU380, Communications with Audit Committees, and SEC Regulation S-X Rule 207, Communication with Audit Committees.

The Audit Committee has received the written disclosures and the letter from KPMG required by the applicable requirements of the PCAOB regarding communications with the audit committee concerning independence. The Audit Committee has discussed with KPMG its independence from management and the Company.

In addition to the matters specified above, the Audit Committee discussed with KPMG the overall scope, plans and estimated costs of their audit. The Committee met with KPMG periodically, with and without management present, to discuss the results of KPMG’s examinations, the overall quality of the Company’s financial reporting and KPMG’s reviews of the quarterly financial statements, and drafts of the quarterly and annual reports.

In reliance on the reviews and discussions referred to above, and subject to the limitations of the Audit Committee’s role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements should be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

The Audit Committee of the Board of Directors

Lawrence M. Alleva, Chairman
Barbara Duncan
Giles Kerr

The foregoing report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

 

52

 

DELIVERY OF PROXY MATERIALS

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including audited financial statements, accompanies this Proxy Statement. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the exhibits thereto are available from the Company without charge upon written request of a shareholder. Copies of these materials are also available online through the SEC at www.sec.gov. The Company may satisfy SEC rules regarding delivery of proxy materials, including this Proxy Statement and the Annual Report, by delivering a single set of proxy materials to an address shared by two or more Company shareholders or ADS holders. This delivery method can result in meaningful cost savings for the Company. In order to take advantage of this opportunity, the Company may deliver only a single set of proxy materials to multiple shareholders or ADS holders who share an address, unless contrary instructions are received prior to the mailing date. Similarly, if you share an address with another shareholder or ADS holders and have received multiple copies of our proxy materials, you may write or call us at the address and phone number below to request delivery of a single copy of the proxy materials in the future. We undertake to deliver promptly upon written or oral request a separate copy of the proxy materials, as requested, to a shareholder or ADS holders at a shared address to which a single copy of the proxy materials was delivered. If you are an ordinary shareholder of record and prefer to receive separate copies of proxy materials either now or in the future, please contact Margaret Henry, Company Secretary, Adaptimmune Therapeutics plc, 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX, United Kingdom or by telephone at +(44) 1235 430036. If you hold ADSs and you prefer to receive separate copies of proxy materials either now or in the future, please contact the Depositary, your brokerage firm or bank, as applicable.

EACH SHAREHOLDER IS URGED TO COMPLETE, DATE, SIGN
AND PROMPTLY RETURN THE ENCLOSED FORM OF PROXY OR TO SUBMIT
YOUR PROXY ONLINE.

EACH ADS HOLDER IS URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN
THE ADS PROXY CARD TO CITIBANK, N.A., THE DEPOSITARY FOR THE ADSs.

ADDITIONAL INFORMATION

U.K. Statutory Annual Accounts and Reports of the Board of Directors and Auditors of Adaptimmune Therapeutics plc for the year ended December 31, 2019

Consistent with its obligations under the U.K. Companies Act 2006, our Board of Directors will present at the Meeting our U.K. statutory annual accounts and reports for the year ended December 31, 2019. Accordingly, our Board of Directors will lay before the Company at the Meeting the Company’s U.K. statutory annual accounts and reports for the year ended December 31, 2019, which have been approved by and, where appropriate, signed on behalf of our Board of Directors and will be delivered to the Registrar of Companies in the United Kingdom following the Meeting. A copy of our U.K. statutory directors’ remuneration report, including the annual report on remuneration, is included as Annex A to this proxy statement. A complete copy of our U.K. statutory annual accounts and reports, including the statutory Board of Directors report, strategic report, and auditor’s report on our U.K. accounts will be sent separately to you no less than 21 days prior to the Meeting. You will be provided an opportunity to raise questions in relation to such accounts and reports at the Meeting. Full accounts and reports will be available for inspection prior to and during the Meeting.

Shareholders’ Rights to Call a General Meeting

Our shareholders have the right to call a meeting of our shareholders. The U.K. Companies Act 2006 generally requires the directors to call a general meeting once we have received requests to do so from shareholders representing at least 5% of our paid-up shares entitled to vote at a general meeting. The U.K. Companies Act 2006 generally prohibits shareholders of a U.K. public limited company from passing written resolutions. However, significant shareholders would, in any case, still have the power to call a general meeting and propose resolutions. These provisions are mandatory under the U.K. Companies Act 2006 and cannot be waived by our shareholders.

 

53

 

Shareholder Proposals for 2021 Annual General Meeting

In order to be considered for inclusion in our proxy statement for our 2021 annual general meeting of shareholders, shareholder proposals must be received by the Company at the Office of the Company Secretary, 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX no later than 120 days before the anniversary of the date on which we sent our proxy materials for the Meeting, or December 23, 2020. However, if the date of such annual general meeting is more than 30 calendar days from the date of the anniversary of the Meeting, then the notice must be received by our Company Secretary a reasonable time before we begin to print and send our proxy materials.

Shareholder proposals submitted for consideration at our 2021 annual general meeting of shareholders, but not submitted for inclusion in our proxy statement for our 2021 annual general meeting of shareholders, must be received by the Company at the Office of the Company Secretary, 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX no later than 45 days before the anniversary of the date of the Meeting, or April 14, 2021. However, if the date of the 2021 annual general meeting is changed by more than 30 calendar days from the date of the anniversary of the Meeting, the notice must be received by our Company Secretary at least 45 days prior to the date we intend to distribute our proxy materials with respect to the 2021 annual general meeting. If a shareholder does not timely provide notice as described above, proxies solicited on behalf of our management for the 2021 annual general meeting will confer discretionary authority to vote with respect to any such matter, as permitted by the proxy rules of the SEC.

Under section 338 of the U.K. Companies Act (2006), shareholders representing at least 5% of holders entitled to vote on a resolution at an annual general meeting may require the Company to include such resolution in its notice of an annual general meeting. Provided the applicable thresholds are met, notice of the resolution must be received by the Company at the Office of the Company Secretary, 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX at least six weeks prior to the date of the annual general meeting, or, if later, at the time notice of the annual general meeting is delivered to shareholders.

Questions?

If you have any questions or need more information about the Meeting please write to us at:

Margaret Henry
Company Secretary
Adaptimmune Therapeutics plc
60 Jubilee Avenue
Milton Park
Abingdon
Oxfordshire OX14 4RX
United Kingdom

 

54

 

ANNEX A TO PROXY STATEMENT

Directors’ Remuneration Report

Remuneration Committee Chairman’s Statement

On behalf of the Board of Directors of Adaptimmune Therapeutics plc, I am pleased to present the Directors’ Remuneration Report for the year ended 31 December 2019. Shareholders will be invited to approve the Report on Remuneration (which will be a non-binding advisory vote) at the Annual General Meeting of shareholders to be held on 18 June 2020.

Period Covered by the Directors’ Remuneration Report

The Directors’ Remuneration Report that follows is for the full year period from 1 January 2019 to 31 December 2019 except where otherwise stated.

The Remuneration Committee

The Committee is responsible for reviewing and establishing our executive remuneration policy and philosophy, including making recommendations regarding the remuneration of our Chief Executive Officer (“CEO”) to the Board for its approval, and determining and approving the remuneration of other senior executive officers. While the Board sets the remuneration of our CEO, who is our sole Executive Director, the Committee makes recommendations on such matters to the Board.

Philosophy

We seek to attract and retain outstanding employees who have the potential to support the growth of the Group and to attract and retain Non-Executive Directors who can substantially contribute to our success as an innovative, clinical-stage biopharmaceutical company. As the Group has operations in the United Kingdom and the United States, our senior executives and our Non-Executive Directors live and work in the U.K. and the U.S., and we are listed on a U.S. stock exchange, we assess the competitiveness of our policies against both U.K. and U.S. benchmarks and practices, with an increasing focus on U.S. benchmarks and practices.

Business Strategy during 2019

Our primary goal in 2019 was to progress the development of the Group including:

•

the advancement of our clinical trials for ADP-A2M4 and ADP-A2AFP;

​

•

completion of enrolment of our clinical trial for ADP-A2M10;

​

•

continuing to use our SPEAR T-cell platform to generate SPEAR T-cells for cancers where existing therapeutic approaches are limited;

​

•

continuing to understand, further enhance and improve the effectiveness and persistence of our SPEAR T-cell therapies; and

​

•

the optimisation and expansion of our process development and manufacturing capabilities to maintain our leadership position in the TCR space and the continued expansion of our intellectual property portfolio.

​

2019 Business Highlights

2019 was a year of strong operational performance for Adaptimmune.

Key business highlights during 2019 included:

Advancement of our existing clinical trials for ADP-A2M4 and ADP-A2AFP

•

A Phase 1 clinical trial for ADP-A2M4 in multiple tumour indications (urothelial, melanoma, head and neck, ovarian, NSCLC, oesophageal and gastric cancers, synovial sarcoma and MRCLS) completed enrolment in early 2020.

​

 

A-1

 

•

As of 23 October 2019, data from 14 evaluable patients with synovial sarcoma treated in the expansion phase of this trial demonstrated an overall response rate of 50% (including both confirmed and unconfirmed partial responses (PRs)). 13 out of 14 evaluable patients had evidence of disease control (with best overall responses of partial response (7 patients) or stable disease (7 patients)). A clinical update was provided at the Connective Tissue Oncology Society in November 2019.

​

•

Beyond synovial sarcoma, tumor shrinkage has been observed in patients with melanoma and ovarian cancers and a partial response was reported in a head and neck cancer patient.

​

•

A radiation sub-study under the Phase 1 clinical trial is continuing at the MD Anderson Cancer Center. The sub-study will treat up to 10 patients and has a primary endpoint of safety, with RECIST v1.1 responses being a secondary endpoint.

​

•

We continue dosing patients in our Phase 1, open-label, dose-escalation study designed to evaluate the safety and anti-tumour activity of our alpha fetoprotein (“AFP”) therapeutic candidate (ADP-A2AFP) for the treatment of hepatocellular carcinoma, or HCC. The trial is open in the United States, United Kingdom and the European Union. Patients are now enrolling in Cohort 3 and are being treated with target doses of 5 billion SPEAR T-cells (range 1.2 to 6 billion). The first patient treated in this cohort had a confirmed PR (decrease of 100% in target lesions). Most adverse events to date are consistent with those typically experienced by cancer patients undergoing cytotoxic chemotherapy or other cancer immunotherapies.

​

Completion of enrolment in our ADP-A2M10 trial

•

Two Phase 1 clinical trials were conducted with ADP-A2M10 for the treatment of  (i) NSCLC, and (ii) urothelial, melanoma and head and neck cancers in the United States, Canada, the United Kingdom and Spain. Enrolment in these trials closed as planned in 2019.

​

Initiation of a Phase 2 SPEARHEAD-1 trial with ADP-A2M4 in synovial sarcoma and MRCLS

•

Based on the data seen in the Phase 1 clinical trial with ADP-A2M4, a Phase 2 clinical trial was announced in synovial sarcoma and MRCLS in May 2019. The trial will take place at sites in the United States, Canada and Europe. The trial will include up to 60 patients at a selected dose of up to 10 billion transduced ADP-A2M4 SPEAR T-cells. Primary responses will be assessed by overall response rate by RECIST v1.1 (“Response Evaluation Criteria In Solid Tumours v1.1”). The lymphodepletion regimen will be fludarabine (30mg/m2/day) for 4 days and cyclophosphamide (600 mg/m2/day) for 3 days.

​

Initiation of a new Phase 1 trial with ADP-A2M4CD8

•

A Phase 1 trial for a next generation SPEAR T-cell, ADP-A2M4CD8 was initiated during 2019. This next generation SPEAR T-cell utilizes the same engineered T-cell receptor as ADP-A2M4, but with the addition of a CD8α homodimer. The addition of the CD8α homodimer has been shown in vitro to increase cytokine release and SPEAR T-cell potency. The SURPASS trial will enrol up to 30 patients across multiple solid tumour indications. Similar to our other trials, the SURPASS trial will be a three-cohort dose escalation study.

​

Optimization and expansion of our manufacturing capabilities

•

Our own dedicated vector manufacturing capability in the United Kingdom, within the Catapult Cell and Gene Therapy Manufacturing Centre in Stevenage, is now able to produce vector for our Phase 1 clinical trials. The first batch of GMP vector was completed in Q4 of 2019 and is pending final quality release testing. Control of our own end-to-end manufacturing process (including vector, T-cell and analytical quality control testing) enables us to improve and further develop our processes for manufacture of our cell therapies.

​

•

We have the goal of reducing the time between apheresis of a patient and return of affinity enhanced SPEAR T-cells back to the patient. During 2019, we made a number of changes to our current SPEAR T-cell manufacturing process and are continuing to make changes. We are now able to manufacture SPEAR T-cells with a 25 day processing time and we continue to optimise further.

​

 

A-2

 

Progression of our pre-clinical pipeline

•

We continue to progress development of new SPEAR T-cells and other cell therapies including HLA-independent TCRs (HiTs) and CAR-Ts directed to new targets and to targets expressed in the context of HLA-types other than HLA-A2. As part of our preclinical development we also have multiple development programs ongoing both internally and with third party collaborators to develop various approaches to enhance our cell therapy products.

​

Other corporate achievements

•

In 2019, we announced agreements with Alpine Immune Sciences Inc and Noile-Immune Biotech Inc relating to the development of further next-generation approaches. On 13 January 2020 we entered into a co-development and co-commercialization agreement with Universal Cells Inc, a wholly owned subsidiary of Astellas, relating to the development of stem-cell derived ‘off-the-shelf’ CAR-T and TCR T-cell therapies.

​

•

On 24 January 2020, the Company completed the initial closing of an underwritten public offering and sold 21,000,000 ADSs at a price to the public of  $4.00 per ADS, generating net proceeds of approximately $78.1 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by Adaptimmune. On 7 February 2020, the Company announced that the underwriters had exercised in full their option to purchase an additional 3,150,000 ADSs at a price to the public of  $4.00 per ADS, generating additional net proceeds of approximately $11.7 million, after deducting underwriting discounts and commissions and estimated offering expenses. After giving effect to the option exercise, the Company sold a total of 24,150,000 ADSs in connection with the offering, generating net proceeds of approximately $89.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses.

​

Activities and major decisions

The year saw the succession of Adrian Rawcliffe, formerly our Chief Financial Officer, to the CEO role and the transition of James Noble from the CEO role to become a non-executive director, with both changes occurring on 1 September 2019. Adrian Rawcliffe was also appointed as a director effective from the same date. Consequently, the Committee’s activities during the year included developing remuneration arrangements in connection with the CEO succession and James Noble’s transition, which were approved by the Board. The Committee engaged Willis Towers Watson as independent advisors to benchmark CEO compensation associated with the succession.

The Committee’s other activities during the year included a benchmarking review of executive compensation, which was undertaken to ensure that remuneration for the senior executive team remains competitive for the purposes of retention and engagement. The Committee engaged Willis Towers Watson to benchmark executive compensation against a selected peer group consisting largely of comparable U.S.-listed biopharmaceutical companies, with some U.K.-listed biopharmaceutical companies, and to provide recommendations for base salaries, equity based awards and the structure of bonus incentive awards for 2020.

As a result of this benchmarking exercise, our CEO and senior executive officers received increased base salaries at levels that remain compliant with the last approved Directors’ Remuneration Policy. For our CEO, this resulted in a base salary of £432,636 effective from 1 January 2020, to maintain competitive positioning against the peer group.

For the purposes of this report the remuneration paid in US dollars to our CEO, who is resident in the United States, has been translated into pounds sterling based on the US dollar/pound sterling exchange rate at 31 December 2019 ($1.32675 to £1).

In December 2019 the Committee also considered the extent of achievement of 2019 calendar year objectives by the executive team and determined the level of bonus incentive awards payable in respect of the 2019 calendar year. The awards made to our CEO and senior executive officers recognised that a significant proportion of our corporate objectives for 2019 were achieved, with our CEO receiving a bonus award at 70% of the target amount.

 

A-3

 

In December 2019 the Committee approved the objectives to be achieved by the executive team during 2020. These are considered to be commercially sensitive and will not be disclosed in detail, but are designed to support achievement of our strategic objective to be a world leader in the research and development of T-cell therapies for solid tumors and our ambition to be a fully integrated cell therapy company.

The 2020 objectives are linked to our business goals, which include the continuation of some 2019 goals:

•

progressing our T-cell therapies through research and development, including advancement of ADP-A2M4CD8, ADP-A2M4 and ADP-A2AFP through clinical trials and development of new cell therapies;

​

•

advancing our ADP-A2M4 product towards commercialization and, depending on data from Phase 1 trials, progressing other cell therapy candidates into later stage clinical trials;

​

•

continuing to develop ‘off-the-shelf’ cell immunotherapies including TCR T-cells, CAR-T cells and other cell therapies;

​

•

continuing to develop next-generation and combination approaches to further enhance our cell therapies both internally and through our collaborations with third parties; and

​

•

continuing to improve our manufacturing and patient supply processes to optimize how we deliver our cell therapies to patients.

​

Generally, the remuneration arrangements adopted in 2020 recognise the greater demands placed on our CEO and senior executive team to deliver on our strategy and create value for our shareholders.

Finally, under the last approved Directors’ Remuneration Policy, the Board has discretion to pay Non-Executive Directors in the form of a mixture of cash and equity. The remuneration arrangements for Non-Executive Directors during 2019 comprised an award of a fixed number of share options, plus an additional number of share options or cash payment at the Director’s election. The option awards and cash payments were made at competitive levels aligned with peer group data from comparable companies provided in a benchmarking analysis undertaken by Willis Towers Watson in 2018. In the absence of exceptional circumstances, Non-Executive Director remuneration is benchmarked every two years.

/s/ David M. Mott

David M Mott
Director and Chairman of the Remuneration Committee

2 March 2020

 

A-4

 

PART I — REPORT ON REMUNERATION

The information provided in this part of the Directors’ Remuneration Report is subject to audit.

The Remuneration Committee presents the Report on Remuneration for the year ended 31 December 2019, which will be put to shareholders for a non-binding vote at the Annual General Meeting to be held on 18 June 2020.

Single Total Figure of Remuneration for each Director

The following table shows the remuneration received by the Directors for the year ended 31 December 2019. For reference only, the table also shows the remuneration received by the Directors who served for the year ended 31 December 2018, which information was included in the Company’s annual report and financial statements for the year ended 31 December 2018 and approved by shareholders at the Annual General Meeting held on 2 May 2019.

During 2019, Adrian Rawcliffe served as CEO effective from 1 September 2019. James Noble served as CEO for the period from 1 January to 31 August 2019 and as a Non-Executive Director effective from 1 September 2019. The following table shows pro-rated amounts for salary and fees, benefits and pension allowance for the year ended 31 December 2019 for Mr Rawcliffe, on the basis of four months service as CEO during the year, and for Mr Noble on the basis of eight months service as CEO during the year. The annual bonus amounts for the year ended 31 December 2019 are the full payments made to Mr Rawcliffe and Mr Noble.

During the year ended 31 December 2019, the Committee did not exercise any discretion over remuneration that was due to changes in the Company’s share price.

Notes to table of Single Total Figure of Remuneration for each Director

(1)

The majority of the remuneration was set and paid in pounds sterling (£). For the purpose of this table, the salary and bonus paid in U.S. dollars to Mr Adrian Rawcliffe for the year ended 31 December 2019 and the fees paid in U.S. dollars to Mr Lawrence Alleva, Ms Barbara Duncan and Dr Tal Zaks for the year ended 31 December 2019 have been translated into pounds sterling based on the U.S. dollar/pound sterling exchange rate at 31 December 2019 ($1.32675 to £1). The fees paid in U.S. dollars to Mr Lawrence Alleva and Dr Tal Zaks for the year ended 31 December 2018, have been translated into pounds sterling based on the U.S. dollar/pound sterling exchange rate at 31 December 2018 ($1.27602 to £1).

​

 

A-5

 

(2)

The base salary levels of our CEO and all other employees of the Group are reviewed and, to the extent deemed necessary, adjusted to be effective from 1 January in each year. For the year ended 31 December 2019, the base salary for Mr Rawcliffe is a pro-rata amount based on four months of his salary of £422,084 that became effective on 1 September 2019 when he assumed the CEO role. For the year ended 31 December 2019, the base salary for Mr Noble is a pro-rata amount based on eight months of his salary of £457,126, that was effective from 1 January 2019.

​

(3)

Benefits comprise medical insurance, life assurance and income protection. Generally, Mr Rawcliffe participates in the same benefits as we offer to all our employees in the USA where Mr Rawcliffe resides and Mr Noble participates in the same benefits as we offer to all our employees in the United Kingdom where Mr Noble resides. For the year ended 31 December 2019, the benefits for Mr Rawcliffe is a pro-rata amount based on four months of his benefits of £13,338 and for Mr Noble is a pro-rata amount based on eight months of his benefits of £6,355.

​

(4)

The annual bonus amount for each of the year ended 31 December 2019 and the year ended 31 December 2018 represents the total bonus payment that related to performance in each of 2019 and 2018. For the year ended 31 December 2019, the bonus payment target for Mr Rawcliffe was increased from 45% of his base salary to 60% of his base salary effective from 1 September 2019 on his appointment as CEO. The amount shown represents the aggregate of 45% of his pro-rated base salary of £236,528 (for the period from 1 January 2019 to 31 August 2019) and 60% of his pro-rated base salary of £140,695 (for the period from 1 September 2019 to 31 December 2019). A company performance multiplier of 70% was applied to the amount. For the year ended 31 December 2019, the Board exercised its discretion to award a full bonus payment to Mr Noble. The Board recognised Mr Noble’s service as CEO and co-founder of the Company and his contribution to the Company’s achievements in 2019, as well as his support to Mr Rawcliffe during his transition into the CEO role. Mr Noble’s bonus amount represents 60% of his salary of £457,126. A company performance multiplier of 70% was applied to the amount. Mr Noble is not eligible to receive a bonus for the year ended 31 December 2020.

​

(5)

The pension allowance for each of the year ended 31 December 2019 and the year ended 31 December 2018 represents an amount equating to 5% of the base salary for each of 2019 and 2018 for Mr Noble. For the year ended 31 December 2019, the pension allowance for Mr Rawcliffe is a pro-rata amount based on four months of his 401(k) plan payment of £9,987 and for Mr Noble is a pro-rata amount based on eight months of his pension allowance of £26,285.

​

(6)

There were no performance obligations linked to the equity-based awards and there is no impact of share price appreciation on value that is required to be reported in the above table. In each of the year ended 31 December 2019 and the year ended 31 December 2018, the value of equity-based awards included in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price, which is nil because the exercise price was based on the market value of the underlying shares at the date of grant.

​

(7)

Mr Noble has waived all fees and equity awards for his service as a Non-Executive Director for the period from 1 September 2019 to 31 March 2020. Mr Noble is serving his nine month notice period as CEO and continues to be eligible to receive his salary and benefits, which will cease on 31 March 2020. Mr Noble will be eligible for our Non-Executive Director compensation package effective from 1 April 2020.

​

(8)

As reported in the Directors’ Remuneration Report included in the Company’s annual report and financial statements for the year ended 31 December 2018, Dr Peter Thompson stood down from the Board on 5 July 2018 and did not receive any fees or an annual award of options in 2018. In recognition of Dr Thompson’s service as a Board member and as a member of the Remuneration Committee up to 5 July 2018, he was permitted a 12 month period in which to exercise those options which had vested as at 5 July 2018. Dr Thompson did not elect to exercise those options and they lapsed and ceased to be exercisable on 5 July 2019.

​

Annual Bonus

The annual bonus for the year ended 31 December 2019 shown in the table above for Mr Rawcliffe, our CEO, was based on the achievement of objectives primarily linked to our business strategies and which included: the advancement of our clinical trials for ADP-A2M4 and ADP-A2AFP; the completion of

 

A-6

 

enrolment of our clinical trial for ADP-A2M10; continuing to use our SPEAR T-cell platform to generate SPEAR T-cells for cancers where existing therapeutic approaches are limited; continuing to understand, further enhance and improve the effectiveness and persistence of our SPEAR T-cell therapies; and the optimisation and expansion of our process development and manufacturing capabilities to maintain our leadership position in the TCR space and the continued expansion of our intellectual property portfolio.

The Board has considered whether it would be in the best interests of the Company and its shareholders to disclose the precise targets agreed for the performance measures in 2019. An additional consideration is that most of our competitors are based in the U.S. where market practice is not to disclose precise annual bonus targets for biotechnology companies at the pre-commercialization stage. As the specific objectives for a single year are based on the Group’s long-term strategies, the Board has concluded that disclosing such targets would necessarily involve divulging competitively sensitive information that we believe would be detrimental to our commercial performance going forward and, therefore, we are providing the categories of objectives, rather than the precise targets.

Statement of Directors’ Shareholdings and Share Interests

The table below shows, for each Director, the total number of shares owned, the total number of share options held, the number of share options vested as at 31 December 2019 and the share options exercised during the year ended 31 December 2019. The table only reflects shares held individually by each Director, or a family investment vehicle or trust, and does not include shares held by any investment fund with which the Director is affiliated.