Gemma Brown
About Gemma Brown
Gemma Brown, age 35, served as Chief Financial Officer of Barinthus Biotherapeutics plc from September 15, 2022 until her role was terminated effective April 30, 2025 as part of a restructuring; she previously led Financial Reporting from September 2021 to September 2022 and spent 2012–2021 at Ernst & Young, most recently as Senior Manager . She holds a BSc (Hons) in Biological Sciences from the University of Reading and is a Chartered Accountant (ICAEW) . The company presents a TSR performance chart vs. the SPDR S&P Biotech ETF; quantitative TSR values are not disclosed in the proxy . Her CFO appointment press release highlights execution across SEC filings, corporate budgeting, and finance operations, supporting credibility in public company reporting and capital markets processes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barinthus Biotherapeutics plc | Chief Financial Officer | Sep 15, 2022 – Apr 30, 2025 | Principal Financial and Accounting Officer; led SEC filings, corporate budgeting, public reporting |
| Barinthus Biotherapeutics plc | Head of Financial Reporting | Sep 2021 – Sep 2022 | Drove quarterly/annual financial activities and public filings |
| Ernst & Young | Senior Manager and prior roles | Sep 2012 – Aug 2021 | Served emerging biopharma clients in U.S./UK capital markets; IPO/M&A listing and follow-on financing support |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in reviewed filings | — | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2024 |
|---|---|---|
| Base Salary (GBP) | £220,000 | £280,000 |
| Base Salary (USD equivalent) | — | $357,875 (converted at 2024 avg £0.7824/$1) |
| Target Bonus (%) | 40% of base salary | Not disclosed (framework based on corporate metrics) |
| Actual Bonus Paid (USD) | — | $120,246 (paid Feb 2025 for 2024 performance) |
| Option Awards (Grant-Date Fair Value, USD) | — | $605,510 |
| All Other Compensation (USD) | — | $23,294 (pension and health insurance) |
Performance Compensation
- Annual Cash Bonus framework: Eligible for annual cash bonus based on achievement of corporate performance metrics; individual metric weightings and targets for Ms. Brown not disclosed .
- Equity awards: Executive equity awards currently not subject to performance conditions; company adopted a recovery (clawback) policy on Nov 9, 2023 .
- Option vesting: Unless specified otherwise, executive options vest in three equal annual installments beginning on the first anniversary of the vesting commencement date, subject to continued employment .
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY 2024) | Corporate performance metrics | Not disclosed | Not disclosed | Not disclosed | $120,246 (paid Feb 2025) | N/A (cash) |
| Equity Awards | Options (time-based) | N/A | N/A (no performance conditions) | N/A | $605,510 grant-date fair value (FY 2024 awards) | 1/3 annually over 3 years (typical) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 14, 2025) | 347,464 ordinary shares; less than 1% of outstanding |
| Shares Outstanding (basis for % calc) | 40,339,395 ordinary shares |
| Hedging/Pledging | Company insider trading policy includes prohibition on hedging and/or pledging company stock |
| Ownership Guidelines | Not disclosed in proxy for executives |
Outstanding Equity Awards at Fiscal Year-End (Dec 31, 2024) — Gemma Brown
| Vesting Commencement | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Sep 6, 2021 | 30,900 | — | 14.96 | Oct 1, 2031 |
| Jan 3, 2022 | 5,000 | 2,499 | 11.12 | Jan 3, 2032 |
| Sep 15, 2022 | 222,666 | 111,334 | 3.07 | Sep 15, 2032 |
| Jan 3, 2023 | 11,033 | 22,067 | 2.40 | Jan 3, 2033 |
| Jan 2, 2024 | — | 193,000 | 3.70 | Jan 2, 2034 |
Notes: Executive options typically vest in three equal annual installments from the vesting commencement date, subject to continued employment .
Employment Terms
| Clause | Terms |
|---|---|
| Start Date (CFO) | Appointed effective Sep 15, 2022 |
| Contract Term | No specified term; terminable at will with six months’ notice or payment in lieu |
| Non-Compete / Non-Solicit | Six months post-termination restrictive covenants |
| Severance | If terminated by company for any reason (subject to exclusions), six months’ base salary payable in monthly installments under 2022 service agreement; 2025 severance reflects substantially these terms |
| Change-of-Control | Brown-specific COC cash/equity terms not disclosed; equity plan provides committee discretion for award treatment upon change-of-control |
| Termination Date | Employment terminated effective Apr 30, 2025 (January 2025 restructuring) |
| Indemnification | Company entered into standard-form indemnification agreement upon CFO appointment |
| Clawback (Recovery Policy) | Company adopted recovery policy on Nov 9, 2023 consistent with SEC requirements |
| Hedging/Pledging Policy | Insider trading policy prohibits hedging/pledging of company stock |
Compensation Committee Analysis
- Committee composition and independence: Anne Phillips (Chair), Robin Wright, and Joseph Scheeren; all independent per Nasdaq rules; met three times in 2024 with full attendance .
- Use of independent consultant: Aon plc’s Rewards Solutions retained; provided biotech market data; fees ~£28k; committee determined independence, no conflicts .
- Policy implementation: Equity awards under the 2021 Plan, with annual share reserve increases and current absence of performance conditions; recovery policy adopted Nov 9, 2023 .
Governance, Ownership, and Shareholder Votes
- Beneficial ownership table lists Brown at 347,464 shares (<1%), indicating limited owner concentration among executives other than CEO; ownership figures based on 40,339,395 shares outstanding as of Apr 14, 2025 .
- 2025 AGM includes approvals of remuneration policy and advisory vote on directors’ annual compensation report; results are advisory and used for future decisions .
Investment Implications
- Pay-for-performance alignment: Ms. Brown’s 2024 compensation mix skews toward time-based options and cash bonus tied to corporate metrics; absence of equity performance conditions dilutes direct linkage to financial outcomes, partially offset by the 2023 recovery policy and hedging/pledging prohibitions that strengthen governance .
- Retention and transition risk: Her termination effective April 30, 2025 under restructuring and six-month severance framework indicate low near-term retention risk; watch treatment of unvested options upon termination per award terms and plan discretion on corporate activity events .
- Ownership alignment and selling pressure: Beneficial ownership of 347,464 shares (<1%) suggests limited “skin in the game” relative to total shares outstanding; monitor any post-termination transactions and option exercises, noting the company’s prohibition on hedging/pledging .
- Committee and benchmarking: Use of independent consultant and policy consistency with market practices reduce pay inflation risk; however, continued reliance on time-based equity without performance hurdles may be viewed unfavorably by performance-oriented investors .