Professor Sir John Bell
About Professor Sir John Bell
Professor Sir John Bell, age 72, is the independent Chairman of Immunocore’s Board and a Class III director whose current term runs to the 2027 AGM; he has served on Immunocore’s board since March 2015 . He previously held the Regius Professor of Medicine chair at Oxford University and is a distinguished immunologist and genomic medicine leader; since April 2024 he has been President of Ellison Institute of Technology’s Oxford facility and co-CEO of the Ellison Institute of Technology . He is affirmatively determined independent under Nasdaq rules and serves as independent Board Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Oxford | Regius Professor of Medicine | 2002–Mar 2024 | Led clinical medicine; founding role in Wellcome Trust Centre for Human Genetics |
| PowderJect Pharmaceuticals plc | Founding Director | Prior to acquisition by Chiron (2003) | Biotech founding experience; strategic execution |
| Avidex Ltd | Founding Director | Acquired by MediGene AG in 2006 | Biotech founding experience |
| Oxagen Ltd | Founding Director | Not disclosed | Biotech founding experience |
| Roche Holding AG | Board Member (previously) | Not disclosed | Large-cap pharma board service |
| Genentech, Inc. | Board Member (previously) | Not disclosed | Oncology/biotech board service |
| AstraZeneca plc | Scientific Advisory Board (previously) | Not disclosed | R&D/IO advisory |
External Roles
| Organization | Role | Tenure | Governance/Influence |
|---|---|---|---|
| Ellison Institute of Technology | President (Oxford) and co-CEO | Since Apr 2024 | Executive leadership in research institute |
| Bill & Melinda Gates Foundation | Chair, Global Health Scientific Advisory Board | Not disclosed | Global health strategy advisor |
| UK Government | Life Science Champion | Not disclosed | Advises UK government on life sciences industry |
Board Governance
- Board leadership: Independent Chair (Sir John Bell), with CEO role separated; enhances oversight and accountability .
- Independence: Board majority independent; Sir John Bell determined independent under Nasdaq standards .
- Committee assignments: Serves on Remuneration and Nominating & Corporate Governance committees; not a committee chair .
- Attendance: Board met 4 times in 2024; all directors met ≥75% attendance except Dr. Herbst (71%); implies Sir John Bell met ≥75% attendance on board/committee meetings .
- Executive sessions: Independent directors met in executive session 4 times in 2024 .
| Governance Attribute | 2024 Status |
|---|---|
| Independent Chair | Yes |
| Committees | Remuneration; Nominating & Corporate Governance |
| Committee Chair Roles | None |
| Board Meetings Held | 4 |
| Attendance Threshold Met (≥75%) | Yes (all except Dr. Herbst) |
| Independent Director Executive Sessions | 4 |
| Director Class/Term | Class III; term to 2027 AGM |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $98,532 | Board retainer + Chair premium + committee fees per policy |
| All Other Compensation | $0 | No tax equalization gross-up for Sir John Bell (gross-ups applied to others) |
| Total Cash Compensation | $98,532 | Sum of above |
Non-executive director cash fee schedule (policy, amended Feb 2024):
- Chair premium: $35,000; Director retainer: $50,000; Audit chair/member: $20,000/$10,000; Nominating chair/member: $10,000/$5,000; Remuneration chair/member: $15,000/$7,500 .
Performance Compensation
| Equity Component | Grant Value/Fair Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Annual Option Grant (policy) | ~$400,000 | Vests at earlier of 1-year from grant or day before next AGM (service required) | Outstanding awards fully vest immediately prior to closing of a Change in Control (service required) |
| Sir John Bell – Option Awards (FY2024) | $399,980 (grant-date fair value) | Per annual grant policy | Per plan CIC acceleration terms |
| Initial Option Grant (for new directors) | ~$325,790 | Monthly over 3 years (service required) | Per plan CIC acceleration terms |
Notes:
- Director equity grants are time-based; no performance metrics apply to director awards (options only; RSUs introduced for executives in 2025, not directors) .
Other Directorships & Interlocks
| Company | Current/Prior | Potential Interlock/Conflict Consideration |
|---|---|---|
| Roche Holding AG | Prior | Large biopharma; prior board service only |
| Genentech, Inc. | Prior | Subsidiary of Roche; prior board service only |
| Sensyne Health plc | Prior | UK health tech; prior board service only |
| AstraZeneca plc | Prior (Scientific Advisory Board) | IMCR executives have prior AZ roles; no related-party transactions disclosed |
Expertise & Qualifications
- Scientific leadership: Distinguished immunology/genomics expert; founding roles in multiple biotech firms .
- Policy and global health: UK Life Science Champion; chairs Gates Foundation Global Health SAB .
- Board and governance experience: Prior service on large-cap pharma and biotech boards (Roche, Genentech, Sensyne) .
Equity Ownership
| Ownership Detail (as of Mar 21, 2025) | Quantity | Percent of Outstanding |
|---|---|---|
| Ordinary shares owned | 13,452 | <1% (*) |
| Options exercisable within 60 days | 84,637 | — |
| Total beneficial ownership | 98,089 | <1% (*) |
| Options outstanding (as of Dec 31, 2024) | 99,171 | — |
| Shares outstanding (voting ordinary) | 49,345,605 | — |
(*) Less than one percent, per company disclosure .
Policy safeguards:
- Clawback maintained; double-trigger CIC provisions; no hedging or pledging permitted .
Governance Assessment
-
Strengths:
- Independent Chair with substantial governance authority; majority independent board; clear separation from CEO role .
- Active participation: ≥75% attendance threshold met; regular independent executive sessions improve oversight .
- Transparent director pay with modest cash retainer and equity aligned to shareholder value through options; no perquisites for Sir John Bell .
- Robust policies: Clawback, prohibition on hedging/pledging, related-person transaction review framework .
-
Potential Watch Items:
- Change-in-control acceleration on director equity can misalign in sale scenarios if not balanced; note time-based vesting only (no performance gating) .
- Company provides tax equalization gross-ups to certain U.S. non-executive directors (not to Sir John Bell), a shareholder-unfriendly practice in general, though scope appears limited .
- External executive role at Ellison Institute of Technology (co-CEO) increases time commitments; no disclosed conflicts, but monitor for any transactions or collaborations with Immunocore .
Shareholder sentiment signals:
- 2025 AGM votes: Say-on-pay and directors’ remuneration report approved (FOR 27.8–27.9M vs ~4.85–4.91M AGAINST), supporting compensation governance; all other resolutions, including share issuance authorities, passed .
Overall view: Sir John Bell’s independent chairmanship, committee service (remuneration and nominating), attendance, and modest cash compensation with equity alignment underpin board effectiveness and investor confidence. No related-party transactions involving him are disclosed; policy guardrails (clawback, no hedging/pledging) mitigate alignment risks .