Pay vs Performance Disclosure - USD ($) | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Pay vs Performance Disclosure | | | | |
Pay vs Performance Disclosure, Table | Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding the relationship between executive compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and our non-PEO NEOs and certain Company performance for the fiscal years listed below. You should refer to our Compensation Discussion & Analysis section of this proxy statement for a complete description of how executive compensation relates to Company performance measures and how the Remuneration Committee makes its decisions related thereto. Pay Versus Performance Table The following table provides the information required for our NEOs for each of the fiscal years ended December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020 along with the financial information required to be disclosed for each fiscal year. As a pre-commercial biotechnology company, we do not tie executive compensation to Net Income performance, and we do not have other financial metrics that are used to determine executive compensation. We do tie executive compensation to other meaningful objectives which are listed in the “Tabular List of Important Performance Measures” below and further described in the “Compensation Discussion and Analysis — Annual Cash Bonus Plan” section of our proxy statement. Summary (2) $ Compensation (3)(5) $ Average (2)(6) $ Average (3)(5) $ Year-end value of $100 invested Net Income Year (1) ADAP Peer Group (4) $ 2023 2,774,041 1,170,874 1,187,665 678,684 66.08 115.42 (113.9 ) 2022 3,408,527 (47,045 ) 1,666,827 554,575 121.67 111.27 (165.5 ) 2021 4,215,001 2,010,069 1,751,548 865,407 312.50 124.89 (158.1 ) 2020 2,701,602 5,925,647 1,276,963 2,547,100 449.17 125.69 (130.1 ) (1) Adrian Rawcliffe is the PEO for each covered fiscal year. The non-PEO NEOs reflect the following individuals in each year: 2023: Gavin Wood, William Bertrand, Helen Tayton-Martin, Elliot Norry (2) Summary Compensation Table (“SCT”) numbers include the values as reported in this proxy statement for fiscal year 2023, as reported in our proxy statement filed on April 13, 2023 for fiscal year 2022, as reported in our proxy statement filed on April 21, 2022 for fiscal year 2021, and as reported in our proxy statement filed on April 8, 2021 for fiscal year 2020. (3) Subtractions from, and additions to, total compensation in the SCT by year to calculate CAP include: 2023 2022 2021 2020 PEO PEO PEO PEO Total Compensation from SCT 2,774,041 3,408,527 4,215,001 2,701,602 Adjustments for Equity Awards: Subtraction: Value of “Option Awards” reported in SCT (1,716,163 ) (2,714,882 ) (3,207,291 ) (1,715,346 ) Addition: Year-end fair value of equity 657,969 1,013,706 1,885,426 2,294,274 2023 2022 2021 2020 PEO PEO PEO PEO Addition (Subtraction): Year-over-year change in fair value at covered fiscal year end of equity awards granted in prior fiscal years that were outstanding and unvested at the covered fiscal year end (465,401 ) (1,186,052 ) (776,601 ) 1,404,606 Addition: Fair value at vest date for awards granted and vested during the covered fiscal year 0 0 0 0 Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year (79,572 ) (568,344 ) (106,467 ) 1,240,510 (Subtraction): Fair value at end of prior fiscal 0 0 0 0 Compensation Actually Paid (as calculated) 1,170,874 (47,045 ) 2,010,069 5,925,647 2023 2022 2021 2020 Average of Average of Average of Average of Total Compensation from SCT 1,187,665 1,666,827 1,751,548 1,276,963 Adjustments for Equity Awards: Subtraction: Value of “Option Awards” reported in (505,845 ) (1,109,700 ) (1,069,101 ) (712,650 ) Addition: Year-end fair value of equity awards 193,626 457,510 628,477 1,171,315 Addition (Subtraction): Year-over-year change (166,364 ) (340,406 ) (396,948 ) 400,307 Addition: Fair value at vest date for awards 0 25,837 0 0 Addition (Subtraction): Change as of the (30,397 ) (145,493 ) (48,569 ) 411,165 2023 2022 2021 2020 Average of Average of Average of Average of (Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year 0 0 0 0 Compensation Actually Paid (as calculated) 678,684 554,575 865,407 2,547,100 The following tables illustrate the valuation assumptions as of the vesting date for awards that vested in each of 2023, 2022, 2021 and 2020. Weighted average fair values for RSU-style options are based on our ordinary share price. Award Type Vesting Weighted Average Fair Value 2023 2022 2021 2020 RSU-style options $ 0.29 $ 0.48 $ 0.92 $ 0.62 For Stock Options Vesting in 2023 2022 2021 2020 Expected volatility 77% – 116% 104% – 117% 103% – 119% 74% – 118% Expected dividend yield 0% 0% 0% 0% Expected life, in years 3.0 – 4.5 3.0 – 4.5 3.0 – 4.5 3.0 – 4.5 Risk-free interest rate 3.5% – 4.9% 1.0% – 4.6% 0.2% – 1.3% 0.1% – 1.7% The following summarizes the valuation assumptions used for stock option awards included as part of CAP: a. Expected life of each stock option is based on the “simplified method” using an average of the remaining vesting period and the remaining term, as of the vesting date or fiscal year end date. b. Strike price is based on each grant date closing price and asset price is based on each vesting date closing price or fiscal year end closing price. c. Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vesting date or fiscal year end date. d. Historical volatility is based on daily price history for each expected life (years) prior to each vesting date or fiscal year end date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. e. Represents annual dividend yield on each vesting date or fiscal year end date. (4) The peer group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in ADAP and in the Nasdaq Biotechnology Index. Historical stock price performance is not necessarily indicative of future stock price performance. (5) CAP for 2020, 2021, and 2022 as reflected in last year’s disclosure has been adjusted to incorporate an updated in volatility assumptions. (6) Average Summary Compensation Table Total for non-PEO NEOs for 2020 and 2021 as reflected in last year’s disclosure has been adjusted to reflect the methodology described in footnote 2 of the Pay versus Performance Table. | | | |
Named Executive Officers, Footnote | (1) Adrian Rawcliffe is the PEO for each covered fiscal year. The non-PEO NEOs reflect the following individuals in each year: 2023: Gavin Wood, William Bertrand, Helen Tayton-Martin, Elliot Norry | | | |
Peer Group Issuers, Footnote | (4) The peer group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in ADAP and in the Nasdaq Biotechnology Index. Historical stock price performance is not necessarily indicative of future stock price performance. | | | |
PEO Total Compensation Amount | $ 2,774,041 | $ 3,408,527 | $ 4,215,001 | $ 2,701,602 |
PEO Actually Paid Compensation Amount | $ 1,170,874 | (47,045) | 2,010,069 | 5,925,647 |
Adjustment To PEO Compensation, Footnote | (3) Subtractions from, and additions to, total compensation in the SCT by year to calculate CAP include: 2023 2022 2021 2020 PEO PEO PEO PEO Total Compensation from SCT 2,774,041 3,408,527 4,215,001 2,701,602 Adjustments for Equity Awards: Subtraction: Value of “Option Awards” reported in SCT (1,716,163 ) (2,714,882 ) (3,207,291 ) (1,715,346 ) Addition: Year-end fair value of equity 657,969 1,013,706 1,885,426 2,294,274 2023 2022 2021 2020 PEO PEO PEO PEO Addition (Subtraction): Year-over-year change in fair value at covered fiscal year end of equity awards granted in prior fiscal years that were outstanding and unvested at the covered fiscal year end (465,401 ) (1,186,052 ) (776,601 ) 1,404,606 Addition: Fair value at vest date for awards granted and vested during the covered fiscal year 0 0 0 0 Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year (79,572 ) (568,344 ) (106,467 ) 1,240,510 (Subtraction): Fair value at end of prior fiscal 0 0 0 0 Compensation Actually Paid (as calculated) 1,170,874 (47,045 ) 2,010,069 5,925,647 | | | |
Non-PEO NEO Average Total Compensation Amount | $ 1,187,665 | 1,666,827 | 1,751,548 | 1,276,963 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 678,684 | 554,575 | 865,407 | 2,547,100 |
Adjustment to Non-PEO NEO Compensation Footnote | (3) Subtractions from, and additions to, total compensation in the SCT by year to calculate CAP include: 2023 2022 2021 2020 Average of Average of Average of Average of Total Compensation from SCT 1,187,665 1,666,827 1,751,548 1,276,963 Adjustments for Equity Awards: Subtraction: Value of “Option Awards” reported in (505,845 ) (1,109,700 ) (1,069,101 ) (712,650 ) Addition: Year-end fair value of equity awards 193,626 457,510 628,477 1,171,315 Addition (Subtraction): Year-over-year change (166,364 ) (340,406 ) (396,948 ) 400,307 Addition: Fair value at vest date for awards 0 25,837 0 0 Addition (Subtraction): Change as of the (30,397 ) (145,493 ) (48,569 ) 411,165 2023 2022 2021 2020 Average of Average of Average of Average of (Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year 0 0 0 0 Compensation Actually Paid (as calculated) 678,684 554,575 865,407 2,547,100 | | | |
Equity Valuation Assumption Difference, Footnote | The following tables illustrate the valuation assumptions as of the vesting date for awards that vested in each of 2023, 2022, 2021 and 2020. Weighted average fair values for RSU-style options are based on our ordinary share price. Award Type Vesting Weighted Average Fair Value 2023 2022 2021 2020 RSU-style options $ 0.29 $ 0.48 $ 0.92 $ 0.62 For Stock Options Vesting in 2023 2022 2021 2020 Expected volatility 77% – 116% 104% – 117% 103% – 119% 74% – 118% Expected dividend yield 0% 0% 0% 0% Expected life, in years 3.0 – 4.5 3.0 – 4.5 3.0 – 4.5 3.0 – 4.5 Risk-free interest rate 3.5% – 4.9% 1.0% – 4.6% 0.2% – 1.3% 0.1% – 1.7% The following summarizes the valuation assumptions used for stock option awards included as part of CAP: a. Expected life of each stock option is based on the “simplified method” using an average of the remaining vesting period and the remaining term, as of the vesting date or fiscal year end date. b. Strike price is based on each grant date closing price and asset price is based on each vesting date closing price or fiscal year end closing price. c. Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vesting date or fiscal year end date. d. Historical volatility is based on daily price history for each expected life (years) prior to each vesting date or fiscal year end date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. e. Represents annual dividend yield on each vesting date or fiscal year end date. | | | |
Compensation Actually Paid vs. Total Shareholder Return | CAP vs. TSR | | | |
Compensation Actually Paid vs. Net Income | CAP vs. Net Income | | | |
Total Shareholder Return Vs Peer Group | CAP and Cumulative TSR / Cumulative TSR of the Peer Group | | | |
Tabular List, Table | Tabular List of Important Performance Measures Each year our Remuneration Committee and our Board of Directors determines a set of goals for incentive compensation purposes. In particular, these goals are used in our Annual Cash Bonus Plan. For 2023, these goals included: • Late-stage program advancement; • Early-stage program advancement; • Business development and finance objectives; and • Research pipeline progression. For the full list of 2023 corporate goals, please see “Compensation Discussion and Analysis — Annual Cash Bonus Plan” above. | | | |
Total Shareholder Return Amount | $ 66.08 | 121.67 | 312.5 | 449.17 |
Peer Group Total Shareholder Return Amount | 115.42 | 111.27 | 124.89 | 125.69 |
Net Income (Loss) | $ (113,900,000) | $ (165,500,000) | $ (158,100,000) | $ (130,100,000) |
PEO Name | Adrian Rawcliffe | | | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.29 | $ 0.48 | $ 0.92 | $ 0.62 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 77% | 104% | 103% | 74% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 116% | 117% | 119% | 118% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% | 0% | 0% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term, Minimum | 3 years | 3 years | 3 years | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term, Maximum | 4 years 6 months | 4 years 6 months | 4 years 6 months | 4 years 6 months |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 3.50% | 1% | 0.20% | 0.10% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.90% | 4.60% | 1.30% | 1.70% |
Measure:: 1 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Late-stage program advancement | | | |
Measure:: 2 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Early-stage program advancement | | | |
Measure:: 3 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Business development and finance objectives | | | |
Measure:: 4 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Research pipeline progression | | | |
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ (1,716,163) | $ (2,714,882) | $ (3,207,291) | $ (1,715,346) |
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 657,969 | 1,013,706 | 1,885,426 | 2,294,274 |
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (465,401) | (1,186,052) | (776,601) | 1,404,606 |
PEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (79,572) | (568,344) | (106,467) | 1,240,510 |
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (505,845) | (1,109,700) | (1,069,101) | (712,650) |
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 193,626 | 457,510 | 628,477 | 1,171,315 |
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (166,364) | (340,406) | (396,948) | 400,307 |
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 0 | 25,837 | 0 | 0 |
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (30,397) | (145,493) | (48,569) | 411,165 |
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ 0 | $ 0 | $ 0 | $ 0 |