William Pao, M.D., Ph.D.
About William Pao, M.D., Ph.D.
William Pao (age 57) joined Immunocore’s board in February 2025 as an independent Class II director. He is CEO and co‑founder of Revelio Therapeutics (since May 2024), and previously served as Chief Development Officer (EVP) at Pfizer (Mar 2022–Aug 2023) and Head of Pharma Research & Early Development at Roche, sitting on Roche’s Enlarged Corporate Executive Committee (Apr 2018–Mar 2022). He holds a B.A. from Harvard and M.D./Ph.D. from Yale; he is Adjunct Professor at Weill Cornell Medicine (since May 2024) and Vanderbilt University Medical Center (since 2014) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revelio Therapeutics, Inc. | Co‑founder; Chief Executive Officer | Since May 2024 | Executive leadership of biotech; external operating role |
| Pfizer, Inc. | Chief Development Officer; EVP | Mar 2022–Aug 2023 | Led global development |
| F. Hoffmann‑La Roche AG | Head of Pharma Research & Early Development; Member, Enlarged Corporate Executive Committee | Apr 2018–Mar 2022 (Roche roles since May 2014) | Senior R&D leadership at large-cap biopharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Association for Cancer Research (AACR) | Director (Board member) | Current | Non‑profit scientific board service |
| Obsidian Therapeutics, Inc. | Director (Board member) | Current | External biotech board |
| Alentis Therapeutics AG | Director (Board member) | Current | External biotech board |
| Weill Cornell Medicine | Adjunct Professor of Pharmacology & Medicine | Since May 2024 | Academic appointment |
| Vanderbilt University Medical Center | Adjunct Professor of Medicine | Since 2014 | Academic appointment |
Board Governance
- Class II director; term runs to the 2026 AGM .
- Independence: Board determined Pao and seven other directors are independent under Nasdaq standards; CEO Bahija Jallal is not independent .
- Committee assignments: Not currently on Audit, Remuneration, or Nominating & Corporate Governance committees (no marks in committee roster) .
- Board meeting cadence and attendance (2024): Board met 4 times; committees—Audit (4), Remuneration (6), Nominating (4). All directors attended ≥75% of meetings except Dr. Herbst (71%). Independent directors held 4 executive sessions in 2024 .
- Board leadership: Independent Chair (Professor Sir John Bell) with agenda‑setting authority; separation of Chair/CEO roles maintained .
Committee roster snapshot:
| Name | Audit | Remuneration | Nominating & Corporate Governance |
|---|---|---|---|
| William Pao, M.D., Ph.D. | — | — | — |
Fixed Compensation
- Policy framework (Non‑Executive Director Remuneration Policy, amended Feb 2024):
- Annual director service retainer $50,000; Board Chair supplemental $35,000 .
- Committee fees: Audit Chair $20,000 (in lieu of member fee), Audit Member $10,000; Remuneration Chair $15,000, Remuneration Member $7,500; Nominating Chair $10,000, Nominating Member $5,000 .
- U.S. non‑executive directors receive tax equalization benefits; expenses reimbursed; no pension/cash in lieu .
- Non‑executive director appointment letters: no benefits upon termination/resignation; annual fees per policy .
Performance Compensation
- Equity compensation policy:
- Initial option grant on joining: estimated $325,790 in options; monthly vesting over 3 years; 10‑year term; exercise price = fair market value on grant date .
- Annual option grant (at close of AGM): estimated $400,000; vests at earlier of 1 year or day before next AGM; 10‑year term; FMV exercise price .
- Change‑of‑control: outstanding director equity becomes fully vested immediately prior to closing (double‑trigger not required for director awards) .
- No performance conditions apply to director option awards (time‑based vesting only) .
Director equity awards—policy metrics:
| Grant Type | Estimated Grant Value | Vesting Schedule | Exercise Price Basis | Term |
|---|---|---|---|---|
| Initial Grant (on appointment) | $325,790 | Equal monthly over 3 years | 100% of FMV at grant | 10 years |
| Annual Grant (post‑AGM) | $400,000 | Earlier of 1 year or day before next AGM | 100% of FMV at grant | 10 years |
| Change‑of‑Control Acceleration | N/A | Full vesting immediately prior to closing | N/A | N/A |
Other Directorships & Interlocks
- Current external boards: AACR (non‑profit), Obsidian Therapeutics, Alentis Therapeutics .
- No related‑party transactions involving directors >$120,000 disclosed for 2024–2025 period; company maintains a formal Related Person Transaction Policy with audit committee oversight .
Expertise & Qualifications
- Oncology and translational medicine leadership; former Roche PR&D head and Pfizer CDO .
- Academic credentials and appointments (Harvard A.B.; Yale M.D./Ph.D.; Adjunct roles at Weill Cornell and Vanderbilt) .
- Board‑level experience across biotech and scientific organizations (AACR, Obsidian, Alentis) .
Equity Ownership
- Beneficial ownership (as of March 21, 2025): 1,357 ordinary shares beneficially owned via options exercisable within 60 days; less than 1% of outstanding shares .
- Director shareholding framework: Directors encouraged to build holdings; no formal stock ownership requirements currently apply .
- Hedging/pledging: Company prohibits hedging and pledging; maintains clawback policy .
Ownership snapshot:
| Holder | Ordinary Shares Beneficially Owned (#) | Percent of Shares Outstanding (%) |
|---|---|---|
| William Pao, M.D., Ph.D. | 1,357 (options exercisable within 60 days as of Mar 21, 2025) | <1% |
Governance Assessment
- Independence and qualifications: Pao is deemed independent by the board and brings deep biopharma development expertise, which should strengthen oversight of R&D strategy and clinical execution .
- Committee coverage: No current committee assignments; potential to add value on Remuneration or Nominating committees given his leadership and governance exposure .
- Ownership alignment: Absence of formal director stock ownership guidelines is a governance gap; Pao’s current beneficial ownership is de minimis (<1%), which may limit alignment until policy or holdings evolve .
- Compensation structure: Director equity is time‑based with change‑of‑control acceleration; lack of performance linkage reduces pay‑for‑performance signaling for directors .
- Conflicts/related‑party exposure: No related‑party transactions disclosed; audit committee monitors RPTs under formal policy. Pao holds external CEO and board roles; time‑commitment and potential competitive overlap should be monitored, though no specific conflicts are disclosed .
- Shareholder sentiment: 2025 say‑on‑pay and directors’ remuneration policy passed with strong support (e.g., advisory compensation For: 27,835,046 vs Against: 4,908,015; remuneration policy For: 27,915,127 vs Against: 4,827,905), indicating favorable governance/compensation reception by investors .
RED FLAGS to monitor:
- No formal director stock ownership requirement (alignment risk) .
- Policy includes tax equalization gross‑ups for U.S. non‑executive directors (shareholder‑unfriendly in some frameworks); confirm applicability to Pao’s tax domicile in future disclosures .
- Director equity fully accelerates on change‑of‑control (could incentivize sale outcomes; common in UK‑incorporated, US‑listed cross‑market structures) .
Supplemental: Board & Committee Structure (context)
- Audit Committee: Independent-only; chaired by Siddharth Kaul; responsibilities include auditor oversight, financial risk, controls, compliance, and related‑party monitoring .
- Remuneration Committee: Independent; chaired by Kristine Peterson; uses Aon as independent consultant; no interlocks with other boards’ executives; oversight of clawback policy and executive/director compensation programs .
- Nominating & Corporate Governance Committee: Independent; chaired by Robert Perez; oversees board composition, director compensation (since Dec 5, 2024), succession, and continuing education .