Adrian Rawcliffe
Adaptimmune TherapeuticsAbout Adrian Rawcliffe
Adrian Rawcliffe, 53, has served as Adaptimmune’s Chief Executive Officer since September 2019 (previously CFO from March 2015) and sits on the Board of Directors. He is a chartered accountant (PwC) with a B.Sc. in Natural Sciences from the University of Durham and over 20 years in biopharma, including senior finance and BD/R&D finance roles at GSK and leadership of SR One (GSK’s VC arm) . In 2024, under his leadership, the FDA approved TECELRA (afamitresgene autoleucel), the first engineered T‑cell therapy for a solid tumor in the U.S., shifting the company into commercialization; the Board set the annual bonus performance factor at 80% for 2024 reflecting goal attainment amid restructuring and program prioritizations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adaptimmune Therapeutics plc | Chief Financial Officer | 2015–2019 | Led finance through growth phase and transition to CEO . |
| GlaxoSmithKline (GSK) | SVP, Finance, North American Pharma; SVP, Worldwide Business Development & R&D Finance | — | Oversaw BD and R&D finance; supported portfolio and deal-making decisions . |
| SR One Ltd (GSK VC) | Managing Partner and President | — | Led GSK’s venture capital arm, enhancing external innovation access . |
| PwC | Chartered Accountant (qualification) | — | Financial and audit training; core credential . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| WAVE Life Sciences (Nasdaq: WVE) | Non‑Executive Director | Current | External board service; adds genomics/RNA therapeutics perspective . |
Fixed Compensation
| Item | 2024 | 2023 |
|---|---|---|
| Base Salary ($) | 676,000 | 650,000 |
| Target Bonus % of Salary | 60% | 60% (used for 2023 bonus calc) |
| Target Bonus ($) | 405,600 | — |
| Actual Bonus Paid ($) | 324,480 (80% of target) | 370,500 |
| All Other Compensation ($) | 42,775 (401k match, benefits, tax prep) | 37,378 |
Performance Compensation
- Annual bonus framework and 2024 outcomes:
- Target: 60% of base salary; Company performance multiplier: 80% for 2024, reflecting commercial launch prep for TECELRA, completion of SURPASS‑3 Phase 2, and portfolio reprioritization .
- Payout: $324,480 for 2024 vs. $405,600 target .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 Corporate Objectives (aggregate factor) | — | 100% of target bonus | 80% factor | 80% of target ($324,480) | Cash paid per annual plan |
- Equity awards (LTI):
- Design emphasizes options (75%) and RSU‑style options (25%); RSU‑style are nominal‑cost options to support retention in volatile markets .
- 2024 grants to CEO: 7,633,296 stock options; 1,696,272 RSU‑style options; aggregate grant date fair value $1,065,820 .
- Typical vesting: Options 25% on 1st anniversary then monthly over 36 months; RSU‑style options in 4 equal annual tranches; max 10‑year term .
| Grant Date | Instrument | # of Options | Exercise Price ($/Ord Sh) | Vesting (Plan Standard) | Expiration |
|---|---|---|---|---|---|
| Jan 17, 2024 | Stock options | 4,690,224 outstanding as of 12/31/24 (2,247,366 exercisable; 2,442,858 unexercisable) | 0.33 | 25% at 1st anniversary, then monthly over 36 months | 01/17/2033 |
| Jan 17, 2024 | RSU‑style options | 1,348,704 unexercisable | 0.0013 | 4 annual installments | 01/17/2033 |
| Jan 15, 2025 | Stock options | 7,633,296 unexercisable | 0.14 | 25% at 1st anniversary, then monthly over 36 months | 01/15/2034 |
| Jan 15, 2025 | RSU‑style options | 1,696,272 unexercisable | 0.0013 | 4 annual installments | 01/15/2034 |
- Equity plan mechanics and change-in-control:
- Options generally vest on schedule above; Board discretion to accelerate in certain corporate events; change-in-control windows permit exercise and potential acceleration per plan rules .
Equity Ownership & Alignment
| Measure (as of April 11, 2025 unless noted) | Value |
|---|---|
| Total Beneficial Ownership (Ordinary Shares) | 23,552,466 (includes 2,371,362 ordinary shares and options to purchase 21,181,104 ordinary shares exercisable within 60 days) |
| Ownership % of Shares Outstanding | 1.50% |
| Shares vs. Salary (12/31/2024) | 1,594,836 ordinary shares; value = 0.21x 2024 base salary (valuation method per proxy; excludes certain OTM options) |
| Hedging/Pledging | Prohibited for directors/officers/employees; no pledging or margin accounts permitted |
| Stock Ownership Guidelines | No formal guideline; Board/Committee evaluating adoption |
Vesting pipeline and potential supply:
- 2024 grants: first option cliff vested on Jan 17, 2025; ongoing monthly vesting thereafter; RSU‑style annual tranches through 2028 .
- 2025 grants: first option cliff expected Jan 15, 2026; RSU‑style annual tranches 2026–2029 (per plan standard) .
- RSU‑style exercises typically executed on a sell‑to‑cover basis to satisfy taxes, reducing forced open‑market sales beyond withholding .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | U.S. at‑will; effective CEO from Sep 1, 2019; CEO must give 60 days’ notice to resign . |
| Non‑compete / Non‑solicit | 12 months post‑termination; confidentiality obligations apply . |
| Severance (no change‑in‑control) | Updated 2024 Executive Severance Policy: 12 months base salary + 12 months healthcare premiums; Board discretion to pay pro‑rata annual bonus . |
| Severance (change‑in‑control; CEO) | If terminated without cause or resigns for good reason within 12 months post‑CoC: 18 months base salary + 18 months healthcare + lump‑sum 18‑month target bonus; accelerated vesting of all unvested equity . |
| Equity on Termination/CoC | Board may allow some/all options to vest; plan provides special exercise windows around change‑in‑control/sale events . |
| Clawback | SEC/Nasdaq‑compliant policy effective Oct 2, 2023; recovers incentive pay on restatement for 3 prior fiscal years . |
Board Governance
- Role and independence: Rawcliffe is CEO and a director; Board separates Chair and CEO roles; all committees are fully independent; only Rawcliffe is non‑independent on the Board .
- Committee memberships: CEO serves on none; committees (Audit, Remuneration, Corporate Governance & Nominating, R&D) comprised entirely of independent directors .
- Re‑election: Stood for re‑election at the 2025 AGM; Board recommended “FOR” .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024 .
- Director pay: Rawcliffe receives no additional compensation for director service (compensated solely as CEO) .
Director Compensation (for Non‑Executive context)
- Independent directors are compensated via options and/or cash retainers benchmarked by Pearl Meyer; chairs/member fees disclosed; example 2024 director compensation table provided in proxy .
- Remuneration Committee uses an independent consultant (Pearl Meyer); no conflicts identified .
Performance & Track Record
- Major achievements: FDA approval of TECELRA in Aug 2024 (first engineered T‑cell therapy for a solid tumor in the U.S.); company focused on launch and commercialization .
- Portfolio decisions: Ceased enrollment in ovarian cancer trial for ADP‑A2M4CD8 in Nov 2024 amid prioritization .
- Bonus factor set at 80% of target for 2024 reflecting performance against corporate goals in a challenging year .
Compensation Structure Analysis
- Mix and risk: In 2024, CEO compensation featured significant at‑risk pay (annual bonus + equity). LTI tilted 75% toward options and 25% RSU‑style, signaling an emphasis on upside alignment while using RSU‑style for retention amid volatility .
- No guaranteed increases; annual reviews by independent Remuneration Committee/Board; clawback and anti‑hedging/pledging policies enhance governance .
- Potential red flags: No formal stock ownership guidelines (under consideration), modest direct share ownership relative to salary multiple, and sizable severance/change‑in‑control protections (18‑month salary and target bonus plus full acceleration) that may be perceived as generous in pay‑for‑performance debates .
Equity Ownership & Outstanding Awards Detail (select items)
| Grant/Status | Exercisable | Unexercisable | Exercise Price ($/Sh) | Expiry |
|---|---|---|---|---|
| 03/16/2016 Option | 3,000,000 | 0 | 0.63 | 03/16/2025 |
| 01/16/2021 Option | 2,515,536 | 0 | 0.72 | 01/16/2030 |
| 01/12/2023 Option | 3,419,886 | 1,270,338 | 0.55 | 01/12/2032 |
| 01/11/2022 RSU‑style | 0 | 182,040 | 0.0013 | 01/11/2031 |
| 01/12/2023 RSU‑style | 0 | 523,740 | 0.0013 | 01/12/2032 |
| 01/17/2024 Option | 2,247,366 | 2,442,858 | 0.33 | 01/17/2033 |
| 01/17/2024 RSU‑style | 0 | 1,348,704 | 0.0013 | 01/17/2033 |
| 01/15/2025 Option | 0 | 7,633,296 | 0.14 | 01/15/2034 |
| 01/15/2025 RSU‑style | 0 | 1,696,272 | 0.0013 | 01/15/2034 |
Note: Options typically vest 25% after one year then monthly over 36 months; RSU‑style options vest in four annual installments; Board may accelerate under certain circumstances .
Related Party Transactions
- The company reports no related person transactions with executive officers/directors/5% holders since Jan 1, 2023, other than compensation arrangements disclosed .
Compensation Committee & Peer Practices
- Remuneration Committee (independent) oversees executive pay; retains Pearl Meyer; conducts annual comprehensive reviews; emphasizes at‑risk compensation and governance controls .
Investment Implications
- Alignment: High equity exposure via large multi‑year option/RSU‑style grants and strict anti‑hedging/pledging policies align incentives; however, lack of formal ownership guidelines and relatively low direct share multiple (0.21x salary as of 12/31/24) dilute perceived “skin‑in‑the‑game” .
- Retention vs. selling pressure: Standard four‑year vesting, sell‑to‑cover mechanics for RSU‑style exercises, and sizeable 2024/2025 grants suggest ongoing vesting‑linked supply but limited discretionary selling signals; upcoming cliff/mensual vesting cycles should be monitored around anniversaries (Jan 17 and Jan 15) .
- Change‑in‑control economics: Double‑trigger 18‑month cash (salary and target bonus) plus full equity acceleration for the CEO is protective and could be a factor in strategic scenarios (potentially shareholder‑sensitive) .
- Execution risk: 2024 FDA approval de‑risked regulatory pathway for TECELRA, but commercialization execution and pipeline reprioritization (e.g., ceasing ovarian trial enrollment) introduce operating and revenue ramp risk embedded in 2025–2026 outlook .