UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 19, 2024, Adaptimmune Therapeutics plc (the “Company”), announced that in connection with its previously announced restructuring, reduction in workforce and focus of operations in the U.S., Dr. Helen Tayton-Martin will step down from her role as Chief Business & Strategy Officer effective from March 31, 2025 and Gavin Wood will step down from his role as Chief Financial Officer effective from May 31, 2025. Further plans for the re-organized team will be communicated in due course.
In connection with these changes the Company entered into a letter agreement on December 18, 2024 with each of Dr. Tayton-Martin (the “Tayton-Martin Letter Agreement”) and Mr. Wood (the “Wood Letter Agreement”). The Tayton-Martin Letter Agreement provides that Dr. Tayton-Martin’s employment with Adaptimmune Limited (“Adaptimmune”) will end on March 31, 2025 (the “Termination Date”) by reason of redundancy and pursuant to the Company’s Executive Severance Policy dated March 10, 2017, as amended, Adaptimmune will pay Dr. Tayton-Martin a severance payment equal to 12 months base salary for 2025, in the amount of £372,331 (equivalent to approximately $473,456*) subject to deduction of applicable taxes. Dr. Tayton-Martin will be eligible to receive reimbursement of her healthcare benefits for 12 months following the Termination Date or to receive a payment equal to their value. Market value options covering ordinary shares (the “Market Value Options”) granted to Dr. Tayton-Martin pursuant to the Adaptimmune Therapeutics plc 2016 Employee Share Option Scheme and related plan documents (collectively, the “Plan”) will continue to vest until the Termination Date, subject to the relevant Plan rules and in accordance with the respective vesting schedules. Dr. Tayton-Martin will be permitted a period of 18 months from the Termination Date to exercise the Market Value Options that have vested by the Termination Date. The further terms and conditions of her share options are governed by the relevant Plan rules.
The Wood Letter Agreement provides that Mr. Wood’s employment with Adaptimmune will end on May 31, 2025 (the “Wood Termination Date”) by reason of redundancy and pursuant to the Company’s Executive Severance Policy dated March 10, 2017, as amended, Adaptimmune will pay Mr. Wood a severance payment equal to 12 months base salary for 2025, in the amount of £371,391 (equivalent to approximately $472,261*) subject to deduction of applicable taxes. Mr. Wood will be eligible to receive reimbursement of his healthcare benefits for 12 months following the Wood Termination Date or to receive a payment equal to their value. Market Value Options granted to Mr. Wood pursuant to the Plan will continue to vest until May 31, 2025, subject to the relevant Plan rules and in accordance with the respective vesting schedules. Mr. Wood will be permitted a period of 12 months from the Wood Termination Date to exercise the Market Value Options that have vested by the Wood Termination Date. The further terms and conditions of his share options are governed by the relevant Plan rules.
The foregoing summary of the Tayton-Martin Letter Agreement and the Wood Letter Agreement is qualified in its entirety by reference to the complete text of the Tayton-Martin Letter Agreement and of the Wood Letter Agreement a copy of which is filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
*Compensation paid to Dr. Tayton-Martin and Mr. Wood is denominated in pounds sterling. The amounts for Dr. Tayton-Martin and Mr. Wood above have been converted based on the pound sterling/U.S. dollar exchange rate of (£1/$1.27160).
Item 8.01Other Events.
On December 19, 2024 the Company issued a press release announcing the developments referred to in Item 5.02 above. The press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
10.1 | Dr. Helen Tayton-Martin Letter Agreement dated December 18, 2024 | |
10.2 | ||
99.1 | ||
104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
ADAPTIMMUNE THERAPEUTICS PLC | |||
Date: December 19, 2024 | By: | /s/ Margaret Henry | |
Name: | Margaret Henry | ||
Title: | Corporate Secretary | ||