Ranjeev Krishana
About Ranjeev Krishana
Independent non-executive director of Immunocore Holdings plc (IMCR); age 51; appointed to the Board on May 28, 2024 and nominated for re-appointment at the May 15, 2025 AGM as a Class I director with a term through the 2028 AGM if approved . Partner at Baker Bros. Advisors LP since 2011; prior commercial/strategy leadership at Pfizer (2003–2007; 2008–2011) and earlier strategy consulting at Accenture; currently serves on the board of BeiGene, Ltd.; BA in Economics & Political Science (Brown) and MPP (Harvard) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer, Inc. | Commercial/strategy/business development leadership roles across Asia, Europe, Latin America | 2003–2007; 2008–2011 | Senior executive roles in pharma business |
| Accenture plc | Strategy Consultant | Early career (dates not specified) | Strategy consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Bros. Advisors LP | Partner | Since 2011 | Major biotech investor; affiliation relevant to ownership alignment and related-party policy |
| BeiGene, Ltd. | Director | Current | Not disclosed in IMCR proxy |
Board Governance
- Independence: Board determined Mr. Krishana is independent under Nasdaq listing standards; majority-independent board maintained . Annex A confirms independence framework applied in 2024 (Nasdaq/SEC domestic issuer rules) .
- Board and committee structure: Independent Chair (Professor Sir John Bell); independent director executive sessions held four times in 2024 .
| Committee | Member | Chair | Notes |
|---|---|---|---|
| Audit | No | — | Audit committee composed solely of independent directors |
| Remuneration (Compensation) | Yes | No | Previously an observer; appointed as director and committee member on May 28, 2024 |
| Nominating & Corporate Governance | No | — | Reviews director compensation from Dec 5, 2024 onward |
| 2024 Attendance | Count |
|---|---|
| Board meetings (4 total): all directors ≥75% except Dr. Herbst (71%); implies Mr. Krishana met threshold during his service period | |
| Remuneration Committee (6 formal meetings): 3 of 6 for Mr. Krishana (appointment mid-year) |
Fixed Compensation (Non-Executive Director)
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Fees earned or paid in cash | $31,569 | Pro-rated annual director/committee retainers post-appointment |
| Committee membership fees | Included in above | Remuneration committee member fee $7,500 annual; board service $50,000; chair add-ons per policy |
| All other compensation | $0 | Non-executive directors receive no pension or termination benefits |
| Total | $357,350 | Driven by initial equity grant plus pro-rated cash fees |
Policy schedule (for context):
- Annual director service retainer $50,000; remuneration committee member $7,500; remuneration chair $15,000; board chair add $35,000; audit member $10,000; nominating member $5,000; chairs per table .
Performance Compensation (Equity)
| Award Type | Grant Value (USD) | Vesting | Exercise/Term | Change-of-Control |
|---|---|---|---|---|
| Initial stock option grant upon appointment | ~$325,790 | Equal monthly installments over 3 years (full vest at 3rd anniversary) | Exercise price = 100% FMV on grant date; 10-year term; non-statutory | Outstanding director equity fully vests immediately prior to closing of a change in control if service continues to that time |
| Annual stock option grant (recurring while serving) | ~$400,000 at each AGM | Vests at earlier of 1-year anniversary or day before next AGM | Exercise price = 100% FMV; 10-year term | As above |
2024 grant/holdings snapshot:
- Option awards grant-date fair value recognized in 2024: $325,781 (initial grant) .
- Options outstanding as of Dec 31, 2024: 12,925 .
Other Directorships & Interlocks
| Company | Public? | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| BeiGene, Ltd. | Yes | Director | No IMCR-related transactions disclosed; monitor for supply/customer overlaps |
| Baker Bros. Advisors LP | Private | Partner | Entities affiliated with Baker Bros beneficially own all 734,397 non-voting ordinary shares of IMCR as of Mar 21, 2025; potential perceived influence; managed via related-party policy and independence determinations |
The remuneration committee reported no conflicts of interest during the period; members’ personal financial interests limited to shareholder status .
Expertise & Qualifications
- Capital markets and biopharma investing (partner at Baker Bros) .
- Big Pharma commercial strategy and BD leadership (Pfizer) across multiple geographies .
- Education: BA (Brown), MPP (Harvard) .
Equity Ownership
| Holder | Beneficial Ownership (# shares) | % of Voting Ordinary Shares |
|---|---|---|
| Ranjeev Krishana | 3,949 ordinary shares (underlying options exercisable within 60 days of Mar 21, 2025) | <1% |
Additional context:
- Options outstanding as of Dec 31, 2024: 12,925 .
- As of Mar 21, 2025, Baker Bros-affiliated entities held 734,397 non-voting ordinary shares (100% of non-voting class) .
Stock ownership/hedging:
- Company prohibits hedging/pledging of shares; maintains clawback policy; no guaranteed annual bonuses .
Governance Assessment
Strengths
- Independent status affirmed; majority-independent board with independent chair; active executive sessions .
- Compensation policy for directors heavily equity-weighted, aligning pay with shareholder outcomes; initial and annual option programs with clear vesting and CoC terms .
- Related-person transaction policy and audit committee oversight of related-party matters .
Alignment
- 2024 director pay mix for Mr. Krishana: cash $31,569 vs equity $325,781 (high equity proportion supporting long-term alignment) .
- Beneficial ownership via vested options is modest (<1%), typical for newer directors; continued service results in increasing vested equity over time .
Potential Conflicts and Mitigations
- Baker Bros affiliation and Baker’s ownership of IMCR non-voting shares could raise perceived influence; mitigated by formal independence determinations and related-party policies; remuneration committee disclosed no conflicts during 2024 .
- Remuneration committee membership by a major shareholder representative may be scrutinized; the committee operates with independent advisors (Aon), formal charter, and reported independence of advice; responsibilities for director pay moved to nominating/governance in Dec 2024, further reducing potential conflicts .
Engagement/Attendance
- Board attendance threshold met by all directors except Dr. Herbst; Mr. Krishana’s remuneration committee attendance was 3/6 in 2024 reflecting mid-year appointment .
RED FLAGS
- Major shareholder affiliation while serving on compensation committee warrants monitoring for any related-party transactions or compensation decisions advantaging affiliated holders (none disclosed; policy in place) .
- Low committee attendance (3/6) in 2024 could be viewed negatively without context; appointment mid-year explains count; monitor attendance trend in 2025 .
Policy Safeguards
- No hedging/pledging permitted; clawback policy overseen by remuneration committee; non-executive director appointment letters provide no termination benefits .