Roy S. Herbst, M.D., Ph.D.
About Roy S. Herbst, M.D., Ph.D.
Roy S. Herbst, age 62, has served on Immunocore’s board since January 2021; he is independent under Nasdaq rules and was nominated for re‑appointment as a Class I director at the May 15, 2025 AGM . He is Ensign Professor of Medicine, Deputy Director of Yale Cancer Center, and Chief of Medical Oncology at Yale Cancer Center and Smilow Cancer Hospital; previously he held senior thoracic oncology roles at UT MD Anderson and received AACR’s Distinguished Public Service Award in 2020 . In 2024, his board and committee attendance was 71%, below typical best‑practice thresholds, and he serves on Audit and Remuneration committees (not chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UT MD Anderson Cancer Center | Barnhart Distinguished Professor and Chief, Thoracic Medical Oncology; Professor, Cancer Biology; Co‑Director, Phase I Clinical Trials Program | 1991–2011 | Led thoracic oncology and early trials program |
| Yale Cancer Center / Smilow Cancer Hospital | Ensign Professor of Medicine; Deputy Director; Chief of Medical Oncology | Current | Leadership in medical oncology operations and strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Association for Cancer Research (AACR) | Board of Directors, member | Current | Non‑profit scientific body |
| International Association for the Study of Lung Cancer (IASLC) | Board of Directors, member | Current | Non‑profit scientific body |
| Shanghai Junshi Biosciences Co., Ltd. | Board of Directors, member | Current | Public company; potential sector overlap with immuno‑oncology |
| National Cancer Institute | Thoracic Malignancy Steering Committee, member | Current | Government advisory committee |
Board Governance
- Independence: The board determined Dr. Herbst is independent; a majority of the board is independent .
- Committee assignments: Audit Committee member (chair: Siddharth Kaul) and Remuneration Committee member (chair: Kristine Peterson); not a chair on any committee .
- Attendance and engagement: Board met 4 times in 2024; Audit 4; Remuneration 6; Nominating 4. Dr. Herbst attended 71% of the aggregate meetings of the board and committees on which he served (red flag for engagement) .
- Executive sessions: Independent directors held 4 executive sessions in 2024 .
- Tenure: Director since January 2021; standing for re‑appointment through 2028 if approved .
Fixed Compensation
| Metric (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash fees | $66,189 | Includes director retainer and committee fees per policy |
| All other compensation | $703 | Tax equalization gross‑up (U.S. directors receive tax equalization benefits) |
| Total cash | $66,892 | Sum of cash and other comp shown in table |
Non‑Executive Director cash retainer policy (amended Feb 2024):
| Role | Annual Fee |
|---|---|
| Board Chair (additional) | $35,000 |
| Director retainer | $50,000 |
| Audit Committee chair (in lieu of member fee) | $20,000 |
| Audit Committee member | $10,000 |
| Remuneration Committee chair (in lieu of member fee) | $15,000 |
| Remuneration Committee member | $7,500 |
| Nominating & Corporate Governance chair (in lieu of member fee) | $10,000 |
| Nominating & Corporate Governance member | $5,000 |
Performance Compensation
| Metric (FY2024) | Amount | Structure |
|---|---|---|
| Option awards grant‑date fair value | $399,980 | Non‑statutory stock options under 2021 EIP Non‑Employee Sub‑Plan; 10‑year term; strike at 100% FMV |
| Initial director option grant | ~$325,790 | Vests monthly over 3 years |
| Annual director option grant | ~$400,000 | Vests at earlier of 1 year or immediately prior to next AGM |
| Change‑in‑control vesting | Full acceleration | Single‑trigger: outstanding director equity fully vests immediately prior to closing of a change in control |
| Performance metrics tied to director pay | None disclosed | Director equity is time‑based; no performance metrics specified |
Other Directorships & Interlocks
| Company/Body | Type | Interlocks/Conflicts |
|---|---|---|
| Shanghai Junshi Biosciences Co., Ltd. | Public company | No related‑party transactions disclosed with IMCR; standard related party policy applies |
| AACR; IASLC; NCI Steering Committee | Non‑profit/government | Not executive compensation interlocks; Remuneration Committee interlocks: none |
Expertise & Qualifications
- Extensive thoracic oncology and immuno‑oncology background; senior leadership at Yale Cancer Center; prior senior roles at UT MD Anderson .
- Recognized with AACR Distinguished Public Service Award (2020); broad governance exposure across scientific and biopharma organizations .
- Company cites his scientific expertise as qualifying him for IMCR’s board .
Equity Ownership
| Item | Value | Details |
|---|---|---|
| Beneficial ownership (# shares) | 33,472 | Shares issuable upon options exercisable within 60 days of March 21, 2025 |
| Beneficial ownership (%) | <1% | Based on 49,345,605 voting ordinary shares outstanding |
| Options outstanding (12/31/2024) | 48,006 | Non‑exec director option awards outstanding |
| Shares pledged as collateral | None by policy | Company prohibits pledging/hedging of shares |
| Insider trading policy | Adopted | Companywide insider trading policy filed with 2024 10‑K |
Governance Assessment
-
Positives
- Independent director with relevant clinical oncology expertise; serves on Audit and Remuneration committees, enhancing board effectiveness in oversight of financial reporting and pay practices .
- Director compensation is predominantly equity via options (time‑based), aligning with shareholder interests; no pension or meeting fees; say‑on‑pay support ~98% in 2024 suggests investor confidence in compensation governance .
- Robust governance infrastructure: independent chair; clawback policy; no hedging/pledging; related party transaction policy overseen by Audit Committee .
- Remuneration Committee uses independent consultant (Aon); no compensation committee interlocks; consultant independence confirmed .
-
RED FLAGS / Watch items
- Attendance: Dr. Herbst attended only 71% of board/committee meetings in 2024, below common 75%+ expectations, raising engagement concerns .
- Tax gross‑ups: Received $703 tax equalization gross‑up (U.K. tax) in 2024; while modest, gross‑ups are generally shareholder‑unfriendly .
- Change‑in‑control: Single‑trigger full vesting of director equity immediately prior to closing could be investor‑unfriendly versus double‑trigger norms .
- External time commitments: Multiple external boards and committees (AACR, IASLC, Junshi, NCI) may constrain availability; monitor 2025 attendance trend .
Compensation Committee Analysis (context for board oversight)
- Composition and chairs: Remuneration Committee chaired by Kristine Peterson; members include Prof. Sir John Bell, Dr. Herbst, Siddharth Kaul, Ranjeev Krishana; all independent under Nasdaq rules .
- Independent consultant: Aon advised on executive and director compensation; independence affirmed; no conflicts .
- Peer group: 2024 executive pay peer set includes companies such as Vir Biotechnology, TG Therapeutics, Ionis, Legend Biotech, ImmunoGen, etc., selected on exchange, sector, headcount, market cap, and revenue criteria .
- Policies: Clawback maintained; no hedging or pledging; no guaranteed bonuses or SERP; double‑trigger change‑in‑control provisions apply to executives (company practice), while directors have single‑trigger vesting .
Director Compensation (Structure vs Actuals)
| Component | Structure | Dr. Herbst FY2024 Actual |
|---|---|---|
| Cash retainer and committee fees | As per policy schedule (see Fixed Compensation table) | $66,189 |
| Equity (options) | Annual grant ~$400,000; initial grant ~$325,790; 10‑year term; strike at FMV; time‑based vesting | $399,980 (grant‑date fair value) |
| Other | Tax equalization for U.S. directors; expenses reimbursed | $703 (tax equalization gross‑up) |
Related Party Transactions
- No transactions involving Dr. Herbst reported above $120,000; the company maintains a formal related person transaction policy with Audit Committee oversight .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received ~98% support; Board and Remuneration Committee reviewed results and made no major changes for FY2024 based on strong support .
Employment & Contracts (Director)
- Non‑executive director appointment letters set duties and compensation; no termination/resignation benefits for directors .
Other Directorships & Interlocks
| Entity | Role | Committee Positions |
|---|---|---|
| AACR | Board member | Not disclosed |
| IASLC | Board member | Not disclosed |
| Shanghai Junshi Biosciences Co., Ltd. | Board member | Not disclosed |
| NCI Thoracic Malignancy Steering Committee | Member | Not disclosed |
Equity Ownership Alignment
- The company emphasizes equity alignment through director option grants (annual ~$400k value, time‑based vesting), with anti‑hedging and anti‑pledging policies and insider trading policy filed with the 2024 10‑K .
- Dr. Herbst beneficially owned 33,472 shares via options exercisable within 60 days as of March 21, 2025 (<1%) and had 48,006 options outstanding as of year‑end 2024 .
Governance Summary
- Overall, Dr. Herbst brings strong oncology expertise and independent oversight on Audit and Remuneration, with equity‑heavy compensation aligning incentives; however, 2024 attendance and single‑trigger CIC vesting merit monitoring and potential policy refinement to bolster investor confidence .