Professor Sir Peter Ratcliffe
About Professor Sir Peter Ratcliffe
Professor Sir Peter Ratcliffe (age 68 as of December 31, 2022) has served as an independent non‑executive director of Immunocore since November 2020; he is a Class I director with a term expiring at the AGM to be held in 2025 . He is Director of Clinical Research at The Francis Crick Institute, and Director for the Target Discovery Institute and Distinguished Scholar of the Ludwig Institute for Cancer Research within the Nuffield Department of Medicine at the University of Oxford; he was Nuffield Professor and Head of the Nuffield Department of Clinical Medicine from 2004–2016 and was awarded the Nobel Prize in Physiology or Medicine in 2019 . Immunocore’s board has determined he is “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Oxford, Nuffield Department of Clinical Medicine | Nuffield Professor and Head | 2004–2016 | Led department; senior academic leadership |
| University of Oxford (Nuffield Dept.) | Distinguished Scholar of the Ludwig Institute for Cancer Research | Current | Scientific leadership in cancer research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Francis Crick Institute | Director of Clinical Research | Current | London-based biomedical research institute |
| University of Oxford, Target Discovery Institute | Director | Current | Translational discovery focus |
| Royal Society | Fellow | Elected 2002 | Scientific distinction |
| Academy of Medical Sciences | Fellow | Elected 2002 | Medical sciences recognition |
| European Molecular Biology Organization (EMBO) | Member | Current | European science body |
| American Academy of Arts and Sciences | Foreign Honorary Member | Current | U.S. academic society |
| American Association for Cancer Research (AACR) Academy | Fellow | Current | Cancer research leadership |
| Nobel Prize in Physiology or Medicine | Laureate | Awarded 2019 | Oxygen sensing pathway discovery |
Board Governance
- Independence: The board determined Ratcliffe is independent under Nasdaq rules .
- Board class and term: Class I director reappointed at AGM held in May 2022; term expires at AGM 2025 .
- Committee memberships: Audit Committee member; Nominating & Corporate Governance Committee member .
- Committee chair roles: Not a chair; Audit Committee chaired by Travis Coy; Nominating & Corporate Governance Committee chaired by Robert Perez .
- Appointment letters: Non‑executive directors serve under appointment letters; no benefits upon termination or resignation .
- Governance framework: As a foreign private issuer, Immunocore relies on certain Nasdaq governance exemptions (e.g., compensation committee independence, related‑party transactions oversight) though it maintains an independent Audit Committee per Rule 5605(c)(3) .
Fixed Compensation
| Component | Annual Fee Retainer ($) | Notes |
|---|---|---|
| Board member retainer | 40,000 | Non‑executive director cash compensation policy |
| Audit Committee member | 7,500 | Additional fee per member; chair also 7,500 (additive) |
| Nominating & Corporate Governance Committee member | 4,000 | Additional fee per member; chair 5,000 |
| Remuneration Committee member | 5,000 | Ratcliffe is not listed as a member |
| Board Chair (additional) | 30,000 | Applies to Chair role only |
| Expense reimbursement | — | Reasonable documented expenses; potential tax equalisation benefits |
| Pension benefits | — | Non‑executive directors do not receive pension benefits |
Immunocore notes two directors (Robert Perez, Travis Coy) elected to forgo remuneration; no such election disclosed for Ratcliffe .
Performance Compensation
| Feature | Initial Grant | Annual Grant | Option Terms | Change‑of‑Control Treatment |
|---|---|---|---|---|
| Grant type | Nonstatutory stock options | Nonstatutory stock options | Exercise price = 100% FMV on grant date; 10‑year term (subject to earlier termination upon end of service) | Outstanding director equity awards fully vest immediately prior to closing if the director remains a service provider until such time |
| Grant size (est.) | Option to purchase ≈ $185,000 of ordinary shares | Option to purchase ≈ $185,000 of ordinary shares | — | Single‑trigger vesting upon change of control (accelerates without a termination condition) |
| Vesting | Equal monthly installments over 3 years | Vests at earlier of 1 year or day immediately prior to next AGM | Continued service required through vesting dates | — |
Other Directorships & Interlocks
- Public company boards: No other public company directorships are disclosed for Ratcliffe in the 20‑F .
- Committee roles elsewhere: External roles are primarily academic/research; no public company committee interlocks disclosed .
- Related party transactions: Company policy requires Audit Committee or another independent body to review related person transactions >$120,000; directors must disclose potential conflicts; audit committee monitors related party compliance . The group may transact with unaffiliated companies where directors serve, but amounts are not considered material .
Expertise & Qualifications
- Global‑recognised scientific leader with Nobel Prize (2019) in Physiology or Medicine for oxygen sensing research; fellow/member across leading scientific academies .
- Senior leadership in translational research at Francis Crick Institute and Oxford’s Target Discovery Institute; prior head of major medical department (2004–2016) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Ordinary Shares | Notes |
|---|---|---|---|
| Professor Sir Peter Ratcliffe | 333 | <1% (asterisk denotes less than 1%) | Reported as of February 1, 2023; address c/o Immunocore Holdings plc |
- Section 16 filings: As a foreign private issuer, Immunocore’s officers and directors are exempt from Section 16 reporting and short‑swing profit recovery provisions, reducing public transparency of insider transactions versus U.S. domestic issuers .
Governance Assessment
- Independence and scientific depth enhance board effectiveness in R&D oversight; Ratcliffe sits on Audit and Nominating & Corporate Governance, supporting financial reporting and board composition quality .
- Alignment: Reported beneficial ownership is minimal (333 shares), which may signal limited personal economic exposure; director equity awards (options) provide some at‑risk compensation but specific individual grants not disclosed in the 20‑F .
- Change‑of‑control terms: Single‑trigger acceleration for director equity awards upon a change in control can be viewed as a governance red flag for investors concerned about pay‑for‑performance linkages and potential entrenchment risk .
- Transparency considerations: As a foreign private issuer, Immunocore follows certain UK practices and relies on Nasdaq exemptions (e.g., compensation committee independence norms, Section 16 reporting), which may reduce U.S.‑style disclosure granularity and investor protections relative to domestic issuers .
- Shareholder concentration: Significant holders (e.g., RTW, Baker Brothers, Rock Springs, General Atlantic, Eli Lilly S.A.) can exert outsized influence over director elections and corporate actions depending on AGM attendance, which may affect governance dynamics and investor confidence .
No board/committee attendance rates or individual director cash/equity paid figures for Ratcliffe are disclosed in the 20‑F reviewed; non‑executive appointment letters state no benefits upon termination/resignation .