David Berman, M.D., Ph.D.
About David Berman, M.D., Ph.D.
David M. Berman, 54, is Executive Vice President and Head of Research & Development at Immunocore (IMCR). He joined Immunocore in September 2018 and has led R&D since January 2019; prior roles include senior leadership in immuno-oncology at AstraZeneca/MedImmune (2015–2018) and Bristol-Myers Squibb (2005–2015). He holds a B.S. in Biology (MIT), M.D./Ph.D. (UT Southwestern), with training at NCI and Johns Hopkins . Since IPO (2/5/2021) through 12/31/2024, IMCR’s cumulative TSR translated an initial $100 into $68.29, while revenues grew from ~$174.4M (FY22) to ~$310.2M (FY24) and EBITDA remained negative, improving to -$48.2M in FY24 (see table; TSR from proxy) .
Revenues and EBITDA (annual):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 174,361,000* | 249,428,000* | 310,202,000* |
| EBITDA ($) | -46,366,000* | -56,456,000* | -48,206,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AstraZeneca/MedImmune | SVP & Head, Immuno-oncology Franchise (AZ, 2017–2018); Head, Early Stage Oncology (MedImmune, 2015–2017) | 2015–2018 | Led IO strategy/programs at big pharma scale |
| Bristol-Myers Squibb | Head, IO exploratory development team; senior development roles | 2005–2015 | Foundational IO drug development leadership |
External Roles
No public company directorships disclosed for Dr. Berman in the proxy .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (earned) ($) | 515,000 | 535,833 | 2024 base rate set to $540,000 effective Mar 1, 2024 |
| Target Bonus (% of base) | 40% | 40% | Unchanged |
| Actual Annual Bonus ($) | 257,500 | 216,000 | 2024 payout at 100% of target based on scorecard |
| Other Compensation ($) | 24,125 | 229,686 (incl. $17,250 401(k) match; $212,436 tax equalization) | U.S.-U.K. tax equalization gross-up benefits policy for U.S.-based execs |
Performance Compensation
Annual Bonus Scorecard (2024)
| Metric | Weight | Target | Actual Achievement | Payout |
|---|---|---|---|---|
| Lead in TCR Innovation | 50% | Pipeline, clinical/regulatory execution, publications | 95.2% | 47.6% weighted |
| Grow the Business | 40% | Commercial growth, access, cash/Opex, IR/BD | 103.5% | 41.4% weighted |
| Be the Best Workplace | 10% | People, engagement, culture, compliance | 108.0% | 10.8% weighted |
| Company Score | — | — | 99.8% → adjusted to 100% | 100% of target bonus |
Select 2024 achievements cited by the remuneration committee: KIMMTRAK net sales of $310M; year-end cash $455.7M; $402.5M convertible notes raised; PRAME-A2 manufacturing readiness; Phase 3 trial initiations; conversion of Phase 2/3 trial to Phase 3; 6 high-impact and 17 high-quality publications .
Long-Term Incentives (Options; time-based)
| Grant Date | Type | Shares Granted | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| 2/16/2024 | Option | 111,244 | $70.50 | 25% at 1-yr; rest quarterly over 36 months | 2/15/2034 |
| 2/16/2023 | Option | 90,599 (unexercisable at 12/31/24) | $64.53 | 25% at 1-yr; rest quarterly | 2/15/2033 |
| 2/16/2022 | Option | 134,271 (92,311 exercisable; 41,960 unexercisable at 12/31/24) | $24.66 | 25% at 1-yr; rest quarterly | 2/15/2032 |
| 2/4/2021 | Option | 468,623 (439,334 exercisable; 29,289 unexercisable at 12/31/24) | $26.00 | 25% at 1-yr; rest quarterly | 2/3/2031 |
| 9/13/2018 | Option | 271,790 (exercisable at 12/31/24) | $17.46 | Historical vesting completed | 9/12/2028 |
Notes:
- No performance-vested equity in 2024; IMCR retains a predominantly option-based LTI, adding RSUs starting in 2025 (for non-CEO NEOs, 40% RSUs / 60% options) .
- 2024 option expense (grant-date fair value): $4,499,976 .
Equity Ownership & Alignment
Beneficial ownership (as of 3/21/2025):
- 935,233 ordinary shares underlying options exercisable within 60 days (≈1.9% of outstanding shares) .
Outstanding options (12/31/2024):
| Grant | Exercisable (#) | Unexercisable (#) | Strike | In/Out-of-Money at $29.50 |
|---|---|---|---|---|
| 2018 grant | 271,790 | — | $17.46 | In-the-money |
| 2021 grant | 439,334 | 29,289 | $26.00 | In-the-money |
| 2022 grant | 92,311 | 41,960 | $24.66 | In-the-money |
| 2023 grant | 39,637 | 50,962 | $64.53 | Out-of-money |
| 2024 grant | — | 111,244 | $70.50 | Out-of-money |
Estimated intrinsic value of exercisable in-the-money options at 12/31/2024 closing price ($29.50) :
- $17.46: (29.50−17.46)×271,790 ≈ $3.27M
- $26.00: (29.50−26.00)×439,334 ≈ $1.54M
- $24.66: (29.50−24.66)×92,311 ≈ $0.45M
Hedging/pledging: IMCR prohibits hedging and pledging of company securities, and prohibits margin accounts for executives/directors (reduces alignment risk) .
Ownership guidelines: No formal director shareholding requirement; directors encouraged to build holdings (proxy indicates no formal director ownership guidelines; executive-specific guidelines not disclosed) .
Insider activity:
- Options exercised in 2024: 120,000 shares; value realized $6,209,484 .
- Open-market sales in February 2024 (multiple lots across 2/26–2/28/2024) as reported on Form 4 (e.g., transactions at $67.61–$70.45 per share) .
- Additional sales in September 2025 (multiple lots) per Form 4 aggregator; see SEC Form 4 and aggregator history for details .
Employment Terms
- Employment status: At-will; U.S.-based, with tax equalization for U.K. services .
- Severance (non-CIC): 12 months base salary + up to 12 months health continuation for termination without cause/good reason .
- CIC severance (double trigger): Upon qualifying termination within 18 months post-CIC: 18 months base salary; 1.5× target annual bonus; pro‑rated current-year bonus; up to 18 months health continuation; immediate vesting of all outstanding equity .
- Clawback: Incentive Compensation Recoupment Policy adopted October 2023 .
- Non-competition/solicitation, confidentiality and IP assignment customary; enforceability may be jurisdiction-limited .
Compensation Structure Analysis
- Mix: High equity weighting via stock options; company introduced RSUs for executives beginning in 2025 (Berman as NEO: 40% RSUs / 60% options), reducing risk vs all-options and aiding retention in volatile markets .
- Pay-for-performance: Annual bonus tied to a 50% innovation / 40% commercial / 10% workplace scorecard; 2024 payout at 100% of target reflects solid execution across pipeline and commercial/capital milestones .
- Shareholder safeguards: Clawback policy, anti-hedging/pledging rules, no 280G gross-ups (best-after-tax cutback applies) .
- Perquisites: Tax equalization gross-ups are material due to cross-border work (e.g., $212,436 for 2024), a shareholder-sensitive item though grounded in expatriate policy .
Performance & Track Record
- Commercial/financial: 2024 KIMMTRAK net sales $310M; year-end cash $455.7M; successful $402.5M convertible notes financing; continued pipeline progress and publications .
- TSR context: From IPO to 12/31/2024, IMCR cumulative TSR was 68.29 vs 83.72 for Nasdaq Biotech Index (indexed to 2/5/2021), reflecting volatility typical of commercial-stage biotech .
- R&D execution: PRAME-A2 commercial-scale manufacturing readiness; Phase 3 starts (PRISM-MEL, ATOM); converted Tebe-AM into Phase 3; first-in-human for PIWIL program .
Say-on-Pay & Peer Group
- Say-on-pay support: ~98% approval at 2024 AGM; committee made no major program changes for 2024; 2025 policy renewal underway .
- Peer group methodology and members: U.S./U.K. biotech peers screened by exchange, sector, headcount (1/3–3×), market cap (1/3–3×), and revenue (<$690M). Example peers include APLS, BPMC, RCUS, IONS, LEGN, VIR, etc. .
Board/Committee Governance Touchpoints (context)
- Remuneration Committee chaired by Kristine Peterson; independent advisor Aon supports benchmarking and design .
- Anti-risk checks: Committee reviews whether pay programs could encourage excessive risk-taking; determined not reasonably likely to have a material adverse effect .
Multi‑Year Compensation Summary (Berman)
| Year | Salary ($) | Option Awards ($) | Bonus ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 535,833 | 4,499,976 | 216,000 | 229,686 | 5,481,495 |
| 2023 | 515,000 | 3,599,997 | 257,500 | 24,125 | 4,396,622 |
Trading Signals & Vesting/Selling Pressure
- 2024 liquidity events: 120,000 options exercised in 2024, with contemporaneous open-market sales around late February 2024 at ~$68–70, indicating monetization amid share strength .
- Forward vesting: The 2/16/2024 option grant begins vesting on 2/16/2025; combined with existing quarterly vesting from prior grants, this creates periodic supply that could translate into tax-withholding or discretionary sales, subject to trading windows and 10b5‑1 plans .
- Policy mitigants: Anti-hedging/pledging and clawback policies reduce misalignment risk; no pledging allowed .
Risks, Red Flags, and Mitigants
- Red flags: Significant tax equalization gross-ups (policy-based) .
- Mitigants: No option repricing disclosed; clawback in place; double-trigger CIC; anti-hedging/pledging; strong say-on-pay support .
- Related-party transactions: None beyond standard employment/equity and indemnity arrangements .
Investment Implications
- Alignment: Large time-based equity exposure (with meaningful in-the-money options at legacy strikes) aligns Berman with multi-year equity value creation; addition of RSUs in 2025 further improves retention balance .
- Execution: 2024 scorecard metrics at 100% reflect balanced delivery across pipeline/commercial/capital objectives; however, TSR volatility and negative EBITDA underscore ongoing execution risk typical of commercial-stage biotech .
- Flow/overhang: Periodic vesting and recent 2024 sales suggest potential episodic supply; monitor Form 4s around vest dates and into data/financing windows .
- Governance: Robust policies (clawback, hedging/pledging bans) and strong say-on-pay support mitigate governance concerns; watch tax equalization optics and future mix of performance-based equity as the company matures .