Bahija Jallal, Ph.D.
About Bahija Jallal, Ph.D.
Chief Executive Officer of Immunocore since January 2019 and an Executive Director on the Board (Class III; term through 2027). Age 63. Ph.D. in Physiology from Université de Paris VI; postdoctoral work in molecular biology/oncology at the Max Planck Institute for Biochemistry. Under her leadership, KIMMTRAK expanded to 39 approvals with 14 additional country launches in 2024 and delivered 2024 net sales of $310 million; year-end cash was $455.7 million following a $402.5 million convertible notes offering and repayment of a $52.1 million loan . Pay-versus-performance disclosure shows 2024 company TSR of 68.29 (from a $100 investment since IPO) and 2024 net loss of $51.1 million, reflecting challenging share-price performance despite commercial and pipeline progress .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MedImmune (AstraZeneca) | President, MedImmune; EVP, AstraZeneca; member of senior executive team | 2008–2019 | Led global biologics R&D; senior operating leadership at a top-tier biopharma . |
| Chiron Corporation | Vice President, Drug Assessment & Development | Prior to 2008 | Built development/assessment capabilities supporting pipeline execution . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Elevance Health, Inc. | Director | Since Feb 2018 |
| Johns Hopkins University | Board of Trustees Member | Current |
| National Academies’ GUIRR | Council Member | Current |
| Guardant Health, Inc. | Director (former) | Apr 2019–Jun 2022 |
| Arrivent Biopharma, Inc. | Director (former) | Feb 2022–Mar 2024 |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 700,000 | 735,000 | 760,000 | 2024 base increased to $765,000 effective Mar 1, 2024; policy text shows $760,000 paid in 2024 . |
| Target Bonus (% of salary) | 75% | 75% | 75% | CEO cap 150% of salary . |
| Actual Bonus Paid ($) | 656,250 | 606,375 | 573,750 | 2024 payout = 100% of target . |
| All Other Comp ($) | 15,250 | 37,461 | 118,511 (incl. 401(k) match $17,250 and UK tax-equalization $101,261) | Tax equalization tied to cross-border work . |
Performance Compensation
Annual Incentive (Corporate Scorecard)
| Metric | Weight | Achievement | Weighted Achievement |
|---|---|---|---|
| Lead in TCR Innovation | 50% | 95.2% | 47.6% |
| Grow the Business | 40% | 103.5% | 41.4% |
| Be the Best Workplace | 10% | 108.0% | 10.8% |
| Total | 100% | Initially 99.8%; adjusted to 100.0% | 100.0% |
Selected achievements cited for the 2024 payout: $310 million KIMMTRAK net sales, key trial initiations/advancements (PRISM-MEL, ATOM, PRAME-HLE), manufacturing scale-up, and successful $402.5 million convert offering .
Long-Term Incentives (Equity)
- 2024 grant: 281,819 options at $70.50; vest 25% after 1 year, then in equal quarterly installments over 36 months; 10-year term .
- Equity vehicle policy: Options only through 2024; RSUs added starting 2025 (CEO mix: 70% options / 30% RSUs); committee deferred performance-conditioned awards (PSUs) given stage of business .
- 2025 approved awards: 405,824 options at $29.60 (25%/annual + quarterly vest) and 95,270 RSUs (25% per year for 4 years) .
Equity Ownership & Alignment
| Metric | Amount |
|---|---|
| Total beneficial ownership (#) | 4,554,802 (all options exercisable within 60 days) |
| Ownership (% of voting shares) | 8.5% |
| Vested options (unexercised) | 4,248,880 |
| Unvested options | 696,625 |
| Ordinary shares owned | 0 (beneficial interest comprised of options) |
| Hedging/pledging | Prohibited for directors and officers |
| Ownership guidelines | Directors encouraged to build holdings; no formal requirement disclosed; no executive guideline disclosed |
Context on realizability/selling pressure: year-end 2024 ADS price ($29.50) sat below exercise prices for the 2022–2024 option grants ($24.66 for 2022, $64.53 for 2023, $70.50 for 2024), limiting near-term in-the-money value for more recent grants; change-in-control acceleration value at 12/31/24 reflects limited in-the-money exposure .
Insider transactions: 2023 option exercise of 225,000 options (value realized on exercise $9,724,878; value calculated per SEC convention) . No CEO option exercises disclosed for 2024 .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment/role | CEO since Jan 2019; employment agreement (U.S.) effective Feb 4, 2021; at-will; tax equalization benefits . |
| Severance (no CoC) | If terminated without cause or resigns for good reason (outside 18 months post-CoC): 18 months base salary + up to 18 months health benefits . |
| Change-of-control (Double-trigger) | If terminated without cause or resigns for good reason upon/within 18 months of a CoC: 24 months base + up to 24 months benefits + 2x target bonus + pro-rated current-year bonus + full equity vesting acceleration . |
| Clawback | Incentive Compensation Recoupment Policy adopted Oct 2023; applies to incentive comp . |
| Restrictive covenants | Confidentiality, inventions assignment; non-compete/non-solicit provisions (enforceability per applicable law) . |
| 280G excise | “Best net” cutback – no excise tax gross-up . |
Potential payout illustration (as of 12/31/2024): Termination without cause/good reason in connection with a CoC would deliver $1,530,000 base, $1,721,250 bonus, $1,128,078 accelerated equity value, and $38,163 continuation of insurance coverage, totaling $4,417,491 (based on 12/31/24 ADS price) .
Board Governance (including dual-role considerations)
- Role on IMCR Board: Executive Director (Class III) through 2027; does not receive additional director pay .
- Independence: Not independent by virtue of executive role; Board majority (7 of 9) independent .
- Board leadership: Independent Chair (Professor Sir John Bell), with separate CEO and Chair roles to enhance oversight and independence .
- Committee memberships: CEO is not listed on audit, remuneration, or nominating committees; these committees are fully independent .
- Executive sessions: Independent directors met four times in 2024 .
Dual-role implications: Separation of Chair/CEO roles and independent committees mitigate typical CEO/Chair concentration risks. CEO’s executive/board role is offset by majority independence and established governance processes .
Compensation Governance, Peer Group, and Shareholder Feedback
- Remuneration Committee: All independent; chaired by Kristine Peterson; retains independent consultant Aon; oversees CEO/NEO pay, equity plans, and clawback policy .
- Peer group: Includes 2024 peers such as Arcus (RCUS), Blueprint (BPMC), IDEAYA (IDYA), Ionis (IONS), Legend (LEGN), Vir (VIR), and others; focus on U.S./U.K. biotech peers matched on size/revenue .
- Say-on-pay support: ~98% approval of named executive officer compensation at 2024 AGM; remuneration policy last approved in 2022 (81% support); 2025 policy up for binding vote .
Compensation Structure Analysis (signals)
- Mix and risk: Majority of CEO compensation remains “at-risk,” with option-heavy LTI; RSUs introduced in 2025 (30% of CEO’s annual grant), modestly reducing pay volatility and increasing retention weight .
- Performance linkage: 2024 bonus paid at 100% of target on scorecard outcomes; committee used minimal discretion (99.8% → 100%) .
- Underwater options: Year-end 2024 price ($29.50) left sizable 2023–2024 grants out-of-the-money, aligning realizable pay with share performance; compensation “actually paid” in 2024 was negative under SEC methodology, underscoring limited realizable value .
- Clawback/No-hedge/No-pledge: Governance features reduce risk-taking and misalignment .
- Tax/gross-ups: No 280G gross-up; tax equalization only for cross-border taxation .
Multi‑Year CEO Compensation (SEC Summary Compensation Table)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 700,000 | 735,000 | 760,000 |
| Option Awards (grant-date fair value) | 6,637,003 | 10,299,998 | 11,399,973 |
| Non-Equity Incentive Plan Compensation | 656,250 | 606,375 | 573,750 |
| All Other Compensation | 15,250 | 37,461 | 118,511 |
| Total | 8,008,503 | 11,678,834 | 12,852,234 |
Performance & Track Record (selected)
- Commercial: KIMMTRAK approved in 39 countries; 14 additional launches in 2024; $310 million 2024 net sales; broadened access and executed financing to bolster cash .
- Pipeline/manufacturing: Initiated or advanced late-stage programs (PRISM-MEL, ATOM), progressed PRAME programs, and achieved commercial-scale manufacturing milestones .
- Stock/TSR context: 2024 TSR of 68.29 (indexed to $100 from IPO) and negative “compensation actually paid,” reflecting share-price compression and underwater options .
Risk Indicators & Red Flags
- Related‑party transactions: None material beyond standard compensation and indemnification arrangements disclosed .
- Equity award changes: Pre‑IPO modifications to 2019 option award accounted for incremental fair value; no disclosure of broad repricing of underwater awards .
- Hedging/pledging: Prohibited, reducing misalignment risk .
- Say‑on‑pay: Strong approval (~98%) suggests low shareholder dissent risk on compensation .
Employment Contracts & Change‑of‑Control Economics (detail)
| Scenario | Cash Severance | Benefits Continuation | Bonus | Equity |
|---|---|---|---|---|
| Termination w/o cause or for good reason (no CoC) | 18 months base | Up to 18 months | None | Unvested awards lapse |
| Termination w/o cause or for good reason within 18 months after CoC (double trigger) | 24 months base | Up to 24 months | 2x target bonus + pro‑rated current‑year bonus | Full acceleration of all outstanding equity |
Investment Implications
- Alignment and retention: Large vested option position (4.25M vested vs. 0.70M unvested) and no hedging/pledging indicate strong direct exposure to equity outcomes; introduction of 30% RSUs in 2025 adds retention ballast without abandoning performance linkage .
- Selling pressure: Many recent grants were out-of-the-money at 12/31/24 (29.50 ADS), tempering near‑term exercise/selling overhang; 2023 showed selective exercises as shares rallied that year .
- Pay-for-performance: Annual bonus rigor tied to operational/commercial milestones; modest 2024 discretionary uplift (99.8%→100%) is not a structural concern; negative “comp actually paid” in 2024 evidences sensitivity to share price .
- Downside protection/Governance: Double‑trigger CoC, robust clawback, and no 280G gross‑up are shareholder‑friendly; independent Chair and committee structure mitigate typical CEO/Director dual‑role risk .
- Execution track: Commercial scaling and advancing late‑stage programs (KIMMTRAK, PRAME) under Jallal support medium‑term value creation; balance sheet strengthened via converts, with continued R&D investment .