John Furey

About John Furey

John Furey, age 60, is a Non‑Executive Director of Adaptimmune Therapeutics plc (ADAP) since July 2018, standing for re‑election in 2025; he is independent under Nasdaq rules and serves on the Audit Committee and the Remuneration Committee . He brings 30+ years of biopharma operating experience, currently CEO of Imvax, with prior senior roles at Spark Therapeutics, Baxalta, Pfizer and Wyeth; he holds an executive MBA from St. Joseph’s University, a B.S. from Trinity College Dublin, and a diploma in Environmental Health from Technology University Dublin . The Board reported that all directors attended at least 75% of Board and committee meetings in 2024 (18 Board meetings), evidencing baseline engagement .

Past Roles

External Roles

Board Governance

• Independence and structure: Board has separated Chair and CEO roles; all directors other than the CEO are independent, and committees are entirely independent; Furey is independent and serves on Audit and Remuneration .
• Committees and engagement: Audit Committee met 7 times in 2024; Remuneration Committee met 5 times; all directors attended at least 75% of Board/committee meetings, with 18 Board meetings held in 2024 .
• Rotation and tenure: Furey retires by rotation and stands for re‑election at the 2025 AGM; Board concluded his performance is effective and he demonstrates commitment to his role .
• Executive sessions: Independent directors meet in regularly scheduled executive sessions .

Fixed Compensation

Notes:

• Non‑Executive Directors may elect to receive cash components in stock options of equivalent value; Furey received cash plus options in 2024 .
• Cash fees are paid monthly in arrears; no pensions or performance‑related incentive plans for non‑executive directors .

Performance Compensation

Additional design terms and signals:

• Directors’ options are granted at or above fair market value; initial joining grants vest 25% at 1 year then monthly over 2 years, while annual grants are exercisable after one year, emphasizing service‑based alignment rather than explicit performance conditions .
• Non‑Employee Share Option Scheme (2025) proposes a reserve of 17,000,000 shares for non‑employees/directors, administered by the Board; allows nominal‑cost and RSU‑style options but director policy states use of FMV pricing, mitigating repricing risk; expires April 10, 2035 if approved .
• Change‑of‑control provisions provide 40‑day exercise windows and potential Board‑approved exercise of unvested options; this is a single‑window exercise right rather than automatic accelerated vesting; parachute tax implications may apply depending on acceleration .
• Compensation consulting: Pearl Meyer engaged; Committee assessed independence and used benchmarking to set competitive levels for executives and non‑executive directors .

Performance metrics table:

Other Directorships & Interlocks

Expertise & Qualifications

• Operational excellence: Led global ops, manufacturing, quality, engineering, and supply chain; managed ~$2.5B production budget at Baxalta; significant pipeline and launch experience at Spark/Pfizer .
• Commercial/market access: Global pricing and reimbursement responsibility at Pfizer Vaccines; international general management in China market .
• Education: Executive MBA (St. Joseph’s University), B.S. (Trinity College Dublin), Environmental Health diploma (Technology University Dublin) .

Equity Ownership

Additional ownership alignment and risk indicators:

• Vested vs unvested: Footnote indicates the beneficial ownership amount solely comprises options exercisable within 60 days; unvested holdings not disclosed .
• Pledging/hedging: No pledging or hedging disclosures specific to Furey; company policy notes insider trading policy applies to awards .
• Section 16 compliance: Company reports directors/officers complied with Section 16 filing requirements .

Governance Assessment

• Strengths: Independence, dual committee service (Audit; Remuneration), and baseline attendance support board effectiveness; Audit Committee oversight reduces related‑party/conflict risk; no related‑person transactions reported since Jan 1, 2023 .
• Alignment: Mix of modest cash fees ($57.5k) and at‑market options (660k; $85k fair value) places meaningful pay at risk with shareholders’ outcomes; directors do not receive performance incentives or pensions, tempering guaranteed pay .
• Potential conflict watch‑items: Concurrent CEO role at Imvax and external board seat at Sensorion/Vaxcyte warrant periodic review for industry overlap, but no ADAP related‑party transactions or disclosed conflicts are reported; Audit Committee reviews related‑person transactions by policy .
• Red flags (none acute): Non‑Employee Plan permits nominal‑cost options, but director policy requires grants at FMV; monitor for adherence to policy and any future amendments; no evidence of option repricing or tax gross‑ups in director compensation .
• Engagement signal: Board unanimously recommends Furey’s re‑election, citing effective performance and commitment; committee meeting cadence and Board activity suggest active oversight .

Overall, John Furey presents as an experienced, independent operator with audit and compensation oversight responsibilities and a standard non‑exec director pay mix (cash + FMV‑priced options), with no disclosed related‑party transactions; investors should monitor external leadership roles for emergent conflicts and the application of non‑employee option plan features to preserve alignment and governance quality .