William Bertrand
Adaptimmune TherapeuticsAbout William Bertrand
William Bertrand, age 60, has served as Adaptimmune’s Chief Operating Officer since March 2017, overseeing compliance, human resources, quality, legal/IP, communications, IT, and facilities; he holds a J.D. from the University of Wisconsin and a B.S. in biology from Wayne State University and sits on Ardelyx’s board . Prior roles include MedImmune’s first General Counsel and Chief Compliance Officer, EVP/GC at Infinity Pharmaceuticals, and SVP, Acting COO and GC at Salix Pharmaceuticals where he helped finalize integration of Salix’s $14B sale to Valeant in April 2015 . Pay-versus-performance shows ADAP TSR declining from 38.93 in 2022 to 14.37 in 2024 and net losses narrowing from $(165.5)mm in 2022 to $(70.8)mm in 2024; Adaptimmune does not yet tie executive compensation to financial metrics such as Net Income .
| Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| ADAP Total Shareholder Return ($ year-end value of $100 invested 12/31/2021) | 38.93 | 21.15 | 14.37 |
| Net Income (Loss) ($mm) | (165.5) | (113.9) | (70.8) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MedImmune | First General Counsel & Chief Compliance Officer; various operational/strategy roles | — | Built legal/compliance infrastructure; operational leadership across multiple functions |
| Infinity Pharmaceuticals | Executive Vice President, General Counsel | — | Senior legal leadership supporting biotech operations |
| Salix Pharmaceuticals | SVP, Acting COO & General Counsel; later General Manager post-sale | — | Helped finalize integration of ~$14B sale to Valeant (April 2015) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ardelyx, Inc. (Nasdaq: ARDX) | Director | — | External board oversight in biopharma, governance insight transfer |
| Trustwave (private) | Director (prior) | — | Governance at cybersecurity company |
| Inotek Pharmaceuticals (private) | Director (prior) | — | Governance at private biotech |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Base Salary ($) | 468,179 | 486,906 |
| All Other Compensation ($) | 39,012 | 40,905 |
| All Other Compensation Breakdown ($) | 401(k) match: 15,250; Medical/Dental/Life: 23,762 | 401(k) match: 15,862; Medical/Dental/Life: 25,043 |
| Summary Compensation Table Components | 2023 | 2024 |
|---|---|---|
| Salary ($) | 468,179 | 486,906 |
| Option Awards (Grant-Date Fair Value, $) | 507,762 | 355,272 |
| Non-Equity Incentive Plan Compensation ($) | 200,147 | 175,286 |
| All Other Compensation ($) | 39,012 | 40,905 |
| Total ($) | 1,215,100 | 1,058,369 |
Performance Compensation
| Annual Cash Bonus Plan Detail | Metric | Target | Actual | Payout Factor | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 Bonus (COO) | Corporate objectives (specific metrics undisclosed) ; Committee assessed goals under 2024 plan | $219,108 | $175,286 | 80% corporate multiplier applied due to goal achievement (including TECELRA approval) | Paid post-year-end per plan |
| 2024 Long-Term Incentive Grants | Instrument | Number of Shares/Options | Grant-Date Fair Value ($) | Standard Vesting Terms |
|---|---|---|---|---|
| Stock Options | 2,544,432 | Included in $355,272 total | 25% at 12 months; remaining 75% monthly over 36 months (4-year schedule) | |
| RSU-Style Options (nominal cost options) | 565,416 | Included in $355,272 total | Four annual installments (4-year schedule) |
The company emphasizes equity-heavy pay mix and annual bonus targets set against operational milestones (clinical progress, regulatory steps, BD, financial position), with non-disclosure of commercially sensitive targets; clawback applies to incentive-based compensation upon required restatement .
Equity Ownership & Alignment
| Beneficial Ownership (as of April 11, 2025) | Number of Ordinary Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| William Bertrand (COO) | 11,438,316 | * (less than 1%) |
| Ownership Footnote Detail (as of April 11, 2025) | Direct/ADS Shares | Options Exercisable Within 60 Days |
|---|---|---|
| Bertrand breakdown | 1,193,352 ordinary shares represented by 198,892 ADSs | Options to purchase 10,244,964 ordinary shares |
| NEO Ownership Value vs Salary (as of Dec 31, 2024) | Ordinary Shares Beneficially Owned | Value as Multiple of 2024 Base Salary |
|---|---|---|
| William Bertrand | 984,948 | 0.18x (based on ADS price $0.5387; $0.09 per ordinary share; excludes out-of-the-money options) |
Policy Alignment:
- No formal stock ownership requirement; adoption under consideration .
- Insider Trading Policy prohibits hedging, pledging, speculative option trading, and holding company securities in margin accounts .
Outstanding Equity Awards (as of Dec 31, 2024) — William Bertrand
| First Date Some/All Exercisable | Exercisable (#) | Unexercisable (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| 03/15/2018 | 3,407,904 | 0 | 0.82 | 03/15/2027 |
| 01/12/2019 | 644,976 | 0 | 1.20 | 01/12/2028 |
| 01/04/2020 | 1,006,224 | 0 | 0.88 | 01/04/2029 |
| 01/16/2021 | 1,257,744 | 0 | 0.72 | 01/16/2030 |
| 01/11/2022 | 0 | 60,678 | 0.0013 | 01/11/2031 |
| 01/11/2022 | 1,064,174 | 22,642 | 0.95 | 01/11/2031 |
| 01/12/2023 | 0 | 157,128 | 0.0013 | 01/12/2032 |
| 01/12/2023 | 1,025,898 | 381,174 | 0.55 | 01/12/2032 |
| 01/17/2024 | 674,178 | 732,894 | 0.33 | 01/17/2033 |
| 01/17/2024 | 0 | 235,692 | 0.0013 | 01/17/2033 |
| 01/15/2025 | 0 | 2,544,432 | 0.14 | 01/15/2034 |
| 01/15/2025 | 0 | 565,416 | 0.0013 | 01/15/2034 |
Employment Terms
- Employment agreement dated March 15, 2017; at-will with no fixed term; eligible for equity plans; initial base salary and target bonus defined, subject to periodic review .
- Termination: Company may terminate with or without cause and without notice; Bertrand must give at least 60 days’ written notice if resigning .
- Change-of-control: Double-trigger accelerated vesting—if terminated without cause or resigns for good reason upon a change of control, unvested share options vest and become immediately exercisable; also entitled to payments under the executive severance policy (specific multiples not disclosed) .
- Restrictive covenants: Non-solicitation and non-competition provisions for 12 months; confidentiality provisions .
- Clawback: SEC/Nasdaq-compliant clawback policy effective Oct 2, 2023; recovery of erroneously awarded incentive-based compensation for three completed fiscal years preceding a required restatement .
- Insider Trading Policy: Prohibits hedging, pledging, and speculative trading in company securities .
Additional Governance, Compensation Process, and Shareholder Feedback
- Remuneration Committee composed entirely of independent directors; roles include setting NEO pay frameworks, annual bonus goals, severance scope, and LTI policy .
- Compensation consultant: Pearl Meyer engaged in 2024 to benchmark peer group and provide market data across 25th/50th/75th percentiles; aim to deliver total compensation around median with equity emphasis .
- 2024 compensation actions: 4% merit base increases for CEO and COO; annual bonuses paid at 80% of target; LTI mix ~75% stock options / 25% RSU-style options .
- Say-on-Pay: 2024 advisory vote supported NEO compensation by 94.96%; U.K. Directors’ remuneration report supported by 95.79% .
- Notable achievements: FDA accelerated approval of TECELRA (afami-cel) in Aug 2024 for advanced MAGE-A4+ synovial sarcoma in adults with certain HLA types after prior chemo [26].
Investment Implications
- Alignment and retention: Equity-heavy pay and four-year vesting provide retention hooks; double-trigger change-of-control acceleration could incent continuity pre-transaction but may reduce post-deal lock-in for unvested options .
- Ownership signal: No formal ownership guidelines and a relatively low ownership multiple (0.18x salary) may weaken “skin-in-the-game”; however, large option holdings and prohibition on hedging/pledging mitigate misalignment risks .
- Near-term selling pressure: Significant tranches of options are currently exercisable with expirations ranging from 2027–2034; nominal-cost RSU-style options could be exercised with minimal cash outlay, but insider trading policy constraints and blackout periods apply; actual selling depends on market price vs exercise prices and is not disclosed in Form 4s here .
- Pay-for-performance: Bonuses are driven by operational milestones (e.g., approvals, clinical progress, BD), with 2024 payout at 80% of target reflecting meaningful accomplishments amid continuing net losses; equity mix (~75% options) preserves upside if commercialization scales, supporting shareholder alignment despite current TSR trend .