Kristine Peterson
About Kristine Peterson
Kristine Peterson is an independent director at Immunocore (IMCR) who has served on the board since November 2017. She is Chair of the Remuneration (Compensation) Committee and a member of the Nominating & Corporate Governance Committee; the board has affirmatively determined she is independent under Nasdaq rules. She holds a B.S. and M.B.A. from the University of Illinois at Urbana-Champaign and previously served as CEO of Valeritas, with senior operating roles at Johnson & Johnson, Biovail, and Bristol-Myers Squibb.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valeritas, Inc. | Chief Executive Officer | 2009–2016 | Led company operations pre-IPO; CEO experience in med-tech/diabetes devices |
| Johnson & Johnson | Company Group Chair, Biotechnology Group | 2006–2009 | Oversaw Commercial, R&D, biologics manufacturing in oncology, immunology, cell therapy |
| Johnson & Johnson | EVP, Pharmaceutical Group Strategic Marketing | 2004–2006 | Global pharma strategic marketing leadership |
| Biovail Corporation | President; SVP, Commercial Operations | Not disclosed | Commercial leadership in specialty pharma |
| Bristol-Myers Squibb | Various senior roles incl. Head of CV/Metabolics BU | ~20 years | Broad P&L/therapeutic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ArriVent BioPharma | Director | Since Apr 2024 | Current public company directorship |
| Enanta Pharmaceuticals | Director | Since Sep 2017 | Current public company directorship |
| Amarin Corporation plc | Director | Prior | Former public company board |
| EyePoint Pharmaceuticals | Director | Prior | Former public company board |
| ImmunoGen, Inc. | Director | 2012–Prior | Former public company board |
| Paratek Pharmaceuticals | Director | Prior | Former public company board |
Board Governance
- Committee assignments (2024/2025): Remuneration Committee Chair; Nominating & Corporate Governance Committee Member; not on Audit. The board met four times in 2024; independent directors held four executive sessions. All directors met the 75% attendance threshold in 2024 except Dr. Herbst.
- Remuneration Committee activity and attendance: The committee met six times in 2024; Peterson attended 6/6. In 2023, the committee met six times; Peterson attended 6/6.
- Independence: Board determined Peterson is independent under Nasdaq listing standards.
- Remuneration Committee governance: All members deemed independent; no committee interlocks or insider participation. The committee oversees compensation strategy, approves executive and director pay, selects/oversees independent compensation consultants, and oversees clawback policy implementation.
Fixed Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $63,699 | $68,689 |
| All Other Compensation ($) | — | $2,956 (tax equalization gross-up) |
| Total Fixed Remuneration ($) | $63,699 | $71,645 |
- Non-Executive Director fee policy (unchanged for 2025): Base board retainer $50,000; Remuneration Chair $15,000; Remuneration Committee member $7,500; Nominating & Corporate Governance Chair $10,000; Nominating & Corporate Governance member $5,000; Audit Chair $20,000; Audit member $10,000; Board Chair +$35,000. U.S. directors may receive tax equalization benefits; no pensions.
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Option Awards ($ grant-date fair value) | $325,786 | $399,980 |
| Equity Grant Detail (Director) | Grant Date | Shares | Face/Grant Value ($) | Exercise Price | Vest/Expiry |
|---|---|---|---|---|---|
| Annual Grant | 16 May 2023 | 8,676 | $509,194 | $58.69 | Vests at earlier of 1-year or day before next AGM; 10-year term |
| Annual Grant | 23 May 2024 | 14,534 | $733,531 | $50.47 | Vests at earlier of 1-year or day before next AGM; 10-year term |
- Equity policy: Initial option grant on joining ~US$325,790; annual option grant ~US$400,000; all options priced at fair market value; 10-year term. Options accelerate and become fully vested immediately prior to a change in control (single-trigger).
- Performance conditions: No performance obligations apply to director share options; director equity awards are not performance-conditioned.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Remuneration Committee Interlocks | None; no member is an officer/employee; no cross-board interlocks disclosed. |
| Consultant Independence | Aon serves as independent advisor; 2024 fees £295,758 (increased due to first U.S. domestic filing requirements). |
| Conflicts Statement | “No conflicts of interest have arisen during the period” for the Remuneration Committee. |
Expertise & Qualifications
- Operating leadership across large-cap pharma and biotech: CEO (Valeritas); Company Group Chair (J&J biotech); senior commercial roles at Biovail and Bristol-Myers Squibb.
- Board leadership: Chair of Remuneration Committee; member of Nominating & Corporate Governance Committee.
- Education: B.S. and M.B.A., University of Illinois at Urbana-Champaign.
Equity Ownership
| As of Date | Beneficial Ownership (#) | % of Outstanding | Composition | Options Outstanding (#) | Vested vs Unvested Detail |
|---|---|---|---|---|---|
| Mar 21, 2025 | 48,150 | <1% | Ordinary shares underlying options exercisable within 60 days; no direct shareholdings disclosed | 62,684 (Dec 31, 2024) | Dec 31, 2023: Vested 35,168; Unvested 12,982 |
- Pledging/Hedging: No pledging or hedging by Ms. Peterson is disclosed in the cited materials.
Governance Assessment
-
Strengths
- Independent director with deep operating and commercial experience; chairs the Remuneration Committee and serves on Nominating & Corporate Governance, aligning expertise with governance needs.
- Strong engagement: 100% attendance at Remuneration Committee meetings in 2023 and 2024; board and committees broadly met 2024 attendance thresholds.
- Use of independent compensation advisor (Aon), with explicit independence statement and transparent advisor fees.
- Clear equity policy and disclosures; no director pension benefits.
-
Watch items / potential investor concerns
- Director compensation is heavily equity-option based (no performance conditions), which may weaken direct pay-for-performance alignment versus performance-vested equity.
- Single-trigger change-in-control acceleration for director equity (full vesting prior to closing) is less shareholder-friendly than double-trigger structures.
- Tax equalization gross-up paid ($2,956 in 2024) is a shareholder-unfriendly practice often flagged in governance assessments, though common for cross-border arrangements.
-
Conflicts/Related-party transactions
- No conflicts of interest for the Remuneration Committee during the period were reported; no related-party transactions involving Ms. Peterson were disclosed in the cited materials.
Director Compensation Mix (Detail)
| Year | Cash Fees ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 63,699 | 325,786 | — | 389,485 |
| 2024 | 68,689 | 399,980 | 2,956 (tax equalization) | 471,625 |
Note: Non-executive director appointment letters provide no benefits upon termination or resignation; fees are per the policy and inclusive of duties.
Committee Assignments Snapshot
| Committee | Role |
|---|---|
| Remuneration (Compensation) | Chair |
| Nominating & Corporate Governance | Member |
| Audit | Not a member |
Attendance Snapshot
| Year | Committee | Meetings | Attendance |
|---|---|---|---|
| 2023 | Remuneration | 6 | 6 of 6 |
| 2024 | Remuneration | 6 | 6 of 6 |
| 2024 | Board | 4 | Board met 4x; all directors met ≥75% attendance except Dr. Herbst |
Policy Provisions (Directors)
- Annual fee retainers and role-based premiums (see Fixed Compensation section); tax equalization benefits available; no pensions.
- Director equity under Non-Employee Sub-Plan: FMV strike; 10-year term; initial grant on joining; annual grant at AGM; single-trigger change-in-control acceleration.
- Clawback oversight: Committee oversees clawback policies for the company.