SEC Filing - Barinthus Biotherapeutics

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A Information

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

VACCITECH PLC

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Vaccitech plc
Unit 6-10, Zeus Building Rutherford Avenue
Harwell, Didcot OX11 0DF
United Kingdom
Registered Company No. 13282620

March 29, 2023

Dear Shareholder:

2023 Annual General Meeting of Vaccitech plc (the “AGM”)

I am pleased to provide details of the AGM of Vaccitech plc (the “Company”) to be held as a physical meeting at 1:00 p.m. London Time (8:00 a.m. Eastern Time) on Thursday, May 11, 2023 at Goodwin Procter (UK) LLP, 100 Cheapside, London, EC2V 6DY. The formal notice of AGM is set out in this document (the “Notice”), and it contains the resolutions to be proposed and voted on at the AGM (the “Resolutions”).

For the purposes of the AGM, a quorate meeting will be formed by one or more qualifying persons present at a meeting and between them holding (or being the proxy or corporate representative of the holders of) at least 33 1∕3 percent in number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted at the AGM. A “qualifying person” is an individual who is a member, a person authorized to act as the representative of a member (being a corporation) in relation to the meeting, or a person appointed as proxy of a member in relation to the meeting.

Holders of American Depositary Shares

In order to exercise your vote as a holder of an interest in the capital of the Company represented by ADSs, you or your bank, broker or nominee must have been registered as a holder of ADSs in the ADS register maintained by our depositary, The Bank of New York Mellon Corporation, by 5:00 p.m. Eastern Time on Friday, March 24, 2023 (the record date for ADS holders).

If you held ADSs through a bank, broker or nominee on March 24, 2023, the AGM documentation, including the ADS voting instruction card, will be sent to your broker who should forward the materials to you. Please reach out to your broker to provide your voting instructions.

Please note that ADS voting instruction cards submitted by ADS holders must be received by The Bank of New York Mellon Corporation no later than 12:00 p.m. Eastern Time on May 3, 2023.

Contacts for ADS holders

If at any point you require guidance, please contact Gemma Brown, Company Secretary, by telephone at +44(0)1865 818808.

Recommendation

You will find an explanatory note in relation to each of the Resolutions in the attached proxy statement.

The Company’s Board of Directors consider that each Resolution is in the best interests of the Company and its shareholders as a whole and is likely to promote the success of the Company. Accordingly, the Company’s Board of Directors unanimously recommend that you vote in favor of the Resolutions as each of the Company’s directors with personal holdings of equity interests in the Company intends to do in respect of their own beneficial holdings.

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Thank you for your ongoing support of Vaccitech.

Yours sincerely,

/s/ Robin Wright

Robin Wright
Chairman, Vaccitech plc

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Vaccitech plc
Unit 6-10, Zeus Building Rutherford Avenue
Harwell, Didcot OX11 0DF
United Kingdom
Registered Company No. 13282620

NOTICE OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MAY 11, 2023

NOTICE is hereby given that the Annual General Meeting of Vaccitech plc, a public limited company incorporated under the laws of England and Wales (referred to herein as the “Company,” “we,” “us” and “our”), will be held on Thursday, May 11, 2023, at 1:00 p.m. London Time (8:00 a.m. Eastern Time), at Goodwin Procter (UK) LLP, 100 Cheapside, London, EC2V 6DY, for transaction of the following business:

Ordinary resolutions

To re-elect as a director Karen T. Dawes, who retires by rotation in accordance with the Company’s Articles of Association.

To re-elect as a director Anne M. Phillips, who retires by rotation in accordance with the Company’s Articles of Association.

To re-appoint PricewaterhouseCoopers LLP, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders.

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2023.

To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2022 and to note that the Company’s directors do not recommend the payment of any dividend for the fiscal year ended December 31, 2022.

To receive and approve on an advisory basis the Company’s U.K. statutory directors’ compensation report for the fiscal year ended December 31, 2022, which is set forth in Annex A to the Company’s proxy statement.

Proposals 1 through 7 will be proposed as ordinary resolutions and under English law, assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

The result of the shareholder votes on the ordinary resolutions in proposals 3, 4, 6 and 7 regarding re- appointment of PricewaterhouseCoopers LLP as our U.K. statutory auditors, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, receipt of our U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2022 and approval of our U.K. statutory directors’ annual report on compensation for the fiscal year ended December 31, 2022 will not require our Board of Directors or any committee thereof to take any action.

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Our Board of Directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on proposals 3, 4, 6 and 7.

The results of any polls taken on the resolutions at the Annual General Meeting and any other information required by the U.K. Companies Act 2006 will be made available on our website (www.vaccitech.co.uk) as soon as reasonably practicable following the Annual General Meeting and for the required period thereafter.

BY ORDER OF THE BOARD

/s/ Gemma Brown

Gemma Brown
Company Secretary
March 29, 2023

Registered Office
Unit 6-10, Zeus Building
Rutherford Avenue
Harwell, Didcot OX110DF
United Kingdom
Registered in England and
Wales No. 13282620

Notes for holders of Ordinary Shares

(a) Only those members registered in the register of members of the Company at 6:30 p.m. London Time (1:30 p.m. Eastern Time) on May 9, 2023 will be entitled to attend and vote at the Annual General Meeting (“AGM”) in respect of the number of ordinary shares registered in their name at the time. Changes to entries on the relevant register after that deadline will be disregarded in determining the rights of any person to attend and vote at the AGM. Should the AGM be adjourned to a time not more than 48 hours after the deadline, the same deadline will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned AGM. Should the AGM be adjourned for a longer period, then to be so entitled, members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned AGM or, if the Company gives notice of the adjourned AGM, at the time specified in the notice.

(b) Any member may appoint a proxy to attend, speak and vote on his/her behalf. A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares of the member. A proxy need not be a member but must attend the meeting in person. Proxy forms should be lodged with the Company’s Registrar (Computershare) not later than 1:00 p.m. London Time (8:00 a.m. Eastern Time) on May 9, 2023. Completion and return of the appropriate proxy form does not prevent a member from attending and voting in person if he/she is entitled to do so and so wishes. The attached proxy statement explains proxy voting and the matters to be voted on in more detail. Please read the proxy statement carefully. For specific information regarding the voting of your ordinary shares, please refer to the proxy statement under the section entitled “Questions and Answers About Voting.”

(c) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

(d) In the case of joint holders, the vote of the senior holder who tenders the vote whether in person or by proxy will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the Company’s relevant register or members for the certificated or uncertificated shares of the Company (as the case may be) in respect of the joint holding.

(f) As of March 24, 2023 (the record date for ADS holders), the Company’s issued ordinary share capital consisted of 38,348,732 ordinary shares, carrying one vote each.

(g) Under s527 of the U.K. Companies Act 2006, members meeting the threshold requirement set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were

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laid in accordance with s437 of the U.K. Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with ss527 or 528 of the U.K. Companies Act 2006. Where the Company is required to place a statement on a website under s527 of the U.K. Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required, under s527 of the U.K. Companies Act 2006, to publish on a website.

(h) Except as set out in the notes to this Notice, any communication with the Company in relation to the AGM, including in relation to proxies, should be sent to the Company’s Registrar, Computershare, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom. No other means of communication will be accepted. In particular, you may not use any electronic address provided either in this notice or in any related documents to communicate with the Company for any purpose other than those expressly stated.

(i) Copies of the service agreement for our executive director and of the letters of appointment for our non-executive directors will be available for inspection at the registered office of the Company during normal business hours on any weekday (public holidays excepted) and at the place of the AGM for one hour before the meeting and at the meeting itself.

(j) Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

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	Page
INFORMATION CONCERNING PROXY SOLICITATION AND VOTING		1
QUESTIONS AND ANSWERS ABOUT VOTING		2
ELECTION OF DIRECTORS		7
PROPOSAL 1 — RE-ELECTION OF KAREN T. DAWES TO THE BOARD OF DIRECTORS		8
PROPOSAL 2 — RE-ELECTION OF ANNE M. PHILLIPS TO THE BOARD OF DIRECTORS		9
PROPOSAL 3 — RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS U.K. STATUTORY AUDITORS		10
PROPOSAL 4 — RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		11
PROPOSAL 5 — AUTHORIZATION FOR THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS’ REMUNERATION		13
PROPOSAL 6 — RESOLUTION TO RECEIVE THE COMPANY’S U.K. STATUTORY ANNUAL ACCOUNTS AND REPORTS		14
PROPOSAL 7 — APPROVAL ON AN ADVISORY BASIS OF THE COMPANY’S U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON COMPENSATION		15
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		24
CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS		26
DIRECTOR COMPENSATION		27
EXECUTIVE OFFICERS OF THE COMPANY		29
AUDIT COMMITTEE REPORT		35
DELIVERY OF PROXY MATERIALS		37
ADDITIONAL INFORMATION		38
ANNEX A		A-1
FORM OF PROXY FOR ORDINARY SHAREHOLDERS

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Vaccitech plc
Unit 6-10, Zeus Building
Rutherford Avenue
Harwell, Didcot OX11 0DF
United Kingdom
Registered Company
No. 13282620

PROXY STATEMENT FOR THE 2023 ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 11, 2023

INFORMATION CONCERNING PROXY SOLICITATION AND VOTING

We have sent you this proxy statement and the enclosed form of proxy because the Board of Directors (the “Board” or “Board of Directors”) of Vaccitech plc (referred to herein as the “Company”, “we”, “us” or “our”) is soliciting your proxy to vote at our annual general meeting of shareholders (referred to herein as the “Meeting” or the “AGM”) to be held on Thursday, May 11, 2023, at 1:00 p.m. London Time (8:00 a.m. Eastern Time), at Goodwin Procter (UK) LLP, 100 Cheapside, London, EC2V 6DY.

•

This proxy statement summarizes information about the proposals to be considered at the Meeting and other information you may find useful in determining how to vote.

•

The form of proxy is the means by which any ordinary shareholders authorize another person to vote their shares in accordance with their instructions.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be covered by us.

We are mailing the Notice of 2023 AGM, this proxy statement and the form of proxy to our ordinary shareholders for the first time on or about March 31, 2023. In this mailing, we are also including our U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2022 (“2022 U.K. Annual Report”) and our annual report on Form 10-K for the fiscal year ended December 31, 2022 (“Annual Report on Form 10-K”). In addition, we have provided brokers, dealers, bankers, and their nominees, at our expense, with additional copies of our proxy materials, the 2022 U.K. Annual Report and the Annual Report on Form 10-K so that our record holders can supply these materials to the beneficial owners of our ordinary shares.

While this document is being sent to our ordinary shareholders of record, this document will also be sent to holders of American Depositary Shares (“ADSs”) and contains information relevant to holders of ADSs.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 11, 2023

Our Notice of the 2023 AGM, this proxy statement, the Annual Report on Form 10-K, the 2022 U.K. Annual Report and our form of proxy will be available in the “Investors” section of our website at www.vaccitech.co.uk.

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QUESTIONS AND ANSWERS ABOUT VOTING

Why am I receiving these materials?

We have sent you this proxy statement and the enclosed form of proxy because you are either (i) an ordinary shareholder of record or (ii) an ADS holder of record, and our Board of Directors is soliciting your proxy to vote at the Meeting, including at any adjournments or postponements of the Meeting.

Materials for ADS holders of record, including the voting instruction cards, will be mailed on or about March 31, 2023 to all ADS holders, including banks, brokers and nominees, who were registered as holders of ADSs in the ADS register by 5:00 p.m. Eastern Time on March 24, 2023 (the record date for ADS holders).

Who can vote at the Meeting?

Ordinary shareholders

Only ordinary shareholders of record registered in the register of members at 6:30 p.m. London Time (1:30 p.m. Eastern Time) on May 9, 2023 will be entitled to attend and vote at the Meeting.

As of March 24, 2023 (the record date for ADS holders), the Company’s issued ordinary share capital consisted of 38,348,732 ordinary shares, carrying one vote each.

If you sell or transfer your ordinary shares in the Company on or prior to May 9, 2023, your form of proxy can no longer be used and if submitted (whether before or after you sell or transfer your ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee should contact Gemma Brown, Company Secretary, to request a new form of proxy for its use.

Beneficial owners of ordinary shares which are registered in the name of a broker, bank or other agent

If, on March 24, 2023, your ordinary shares were held in an account at a brokerage firm, bank or other similar organization and you are the beneficial owner of shares, these proxy materials should be forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Meeting. You are encouraged to provide voting instructions to your broker or other agent so that they may submit a proxy.

Holders of American Depositary Shares

You are entitled to exercise your vote as a holder of an interest in the capital of the Company represented by ADSs if you or your brokerage firm, bank or nominee was registered as a holder of ADSs in the ADS register maintained by The Bank of New York Mellon Corporation (the depositary for the Company’s ADS program) as of 5:00 p.m. Eastern Time on Friday, March 24, 2023 (the record date for ADS holders).

If you held ADSs through a brokerage firm, bank or nominee on March 24, 2023, the materials for ADS holders, including the ADS voting instructions card, will be sent to that organization. The organization holding your account is considered the ADS holder of record. Please reach out to that organization to provide your voting instructions.

Please note that ADS voting instructions cards submitted by ADS holders must be received by The Bank of New York Mellon Corporation no later than 12:00 p.m. Eastern Time on Wednesday, May 3, 2023.

The Bank of New York Mellon Corporation will collate all votes properly submitted by ADS holders and submit a vote on behalf of all ADS holders.

Contacts for ADS holders

If at any point you require guidance, please contact Gemma Brown, Company Secretary, by telephone at +44(0)1865 818808.

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What are the requirements to elect the directors and approve each of the proposals?

You may cast your vote for or against proposals 1 through 7 or abstain from voting your shares on one or more of these proposals.

Proposals 1 through 7 will be proposed as ordinary resolutions. Under English law, assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the Meeting and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

The result of the shareholder votes on the ordinary resolutions in proposals 3, 4, 6, and 7 regarding re- appointment of PricewaterhouseCoopers LLP as our U.K. statutory auditors, the ratification the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, receipt of our U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2022 and approval of our U.K. statutory directors’ annual report on compensation for the fiscal year ended December 31, 2022 will not require our Board of Directors or any committee thereof to take any action. Our Board of Directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on proposals 3, 4, 6 and 7.

What are the voting recommendations of our Board regarding the election of directors and other proposals?

The following table summarizes the items that will be brought for a vote of our shareholders at the Meeting, along with the Board’s voting recommendations.

Proposal	Description of Proposal	Board’s Recommendation
1	Re-election of Karen T. Dawes to the Board of Directors	FOR
2	Re-election of Anne M. Phillips to the Board of Directors	FOR
3	Re-appointment of PricewaterhouseCoopers LLP as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders	FOR
4	Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023	FOR
5	Authorization for the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2023	FOR
6	To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2022	FOR
7	Approval of the Company’s U.K. statutory directors’ annual report on compensation for the fiscal year ended December 31, 2022, which is set forth in Annex A	FOR

What constitutes a quorum?

Consistent with the Nasdaq Stock Market LLC (“Nasdaq”) rules applicable to us as a U.S. domestic registrant and in accordance with our Articles of Association, we require qualified persons present at a meeting and between them holding (or being the proxy or corporate representative of the holders of) at least 331∕3 percent in number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted at the Meeting.

ADS holders are the beneficial owners of the ordinary shares underlying their respective ADSs and therefore the Bank of New York Mellon Corporation (as the Company’s depositary) shall attend the Meeting (either in person or by proxy) in order to vote the underlying ordinary shares on behalf of the ADS holders in accordance with the ADS voting instructions cards received from ADS holders.

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If you are an ordinary shareholder of record, your shares will be counted towards the quorum only if you are present in person or represented by proxy at the Meeting. A member represented by a proxy at the Meeting will be counted towards the quorum requirement even where the proxy abstains from voting. If a form of proxy does not instruct the proxy how to vote, the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting, but the member represented by that proxy at the Meeting will be counted towards the quorum requirement.

If there is no quorum, the Meeting will stand adjourned to such time, date and place as may be fixed by the Chair of the Meeting (being not less than 10 clear days after the date of the original meeting). We require a quorum of at least 331∕3 percent in number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted if the Meeting is reconvened, consistent with the Nasdaq rules applicable to us as a U.S. domestic registrant and our Articles of Association. If such quorum is not present at the adjourned meeting within 15 minutes (or such longer interval as the Chair of the Meeting in their absolute discretion thinks fit) from the time appointed for holding the meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members and in all other cases shall stand adjourned to another time, date and place as may be fixed by the Chair of the Meeting (being not less than 10 clear days after the date of the original meeting).

How do I vote my ADSs?

Please note that ADS voting instructions cards submitted by ADS holders must be received by The Bank of New York Mellon Corporation (as depositary for the Company’s ADS program) no later than 12:00 p.m. Eastern Time on Wednesday, May 3, 2023.

The Bank of New York Mellon Corporation will collate all votes properly submitted by ADS holders and, provided they are received in time and in compliance with the ADS voting instructions, vote the ordinary shares underlying the ADSs as instructed by you in accordance with your ADS voting instructions card.

Contacts for ADS holders

If at any point you require guidance, please contact Gemma Brown, Company Secretary, by telephone at +44(0)1865 818808.

How do I vote my shares?

If you are an ordinary “shareholder of record”, you may appoint a proxy to vote on your behalf by completing and signing the form of proxy and returning it in the envelope provided. All proxies must be lodged with our registrar (Computershare) by no later than 1:00 p.m. London Time (8:00 a.m. Eastern Time) on May 9, 2023.

You are encouraged to appoint the Chair of the Meeting as your proxy. If you appoint any person other than the Chair of the Meeting as your proxy, that person may not be entitled to attend the Meeting. If you properly give instructions as to your proxy appointment by executing and returning a form of proxy and your proxy appointment is not subsequently revoked, your shares will be voted in accordance with your instructions.

If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you should follow directions provided by your broker, bank or other nominee.

How will my ADSs or my shares be voted if I do not specify how they should be voted?

For ADS holders, if you have not returned your ADS voting instructions card in compliance with the ADS voting instructions, or if you have failed to indicate how you would like your ADSs to be voted, the Bank of New York Mellon Corporation shall not vote or attempt to exercise the right to vote attaching to

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your deposited ordinary shares. The Bank of New York Mellon Corporation may only vote or attempt to exercise the right to vote attaching to your deposited shares in accordance with the ADS voting instructions card submitted by you.

For ordinary shareholders of record, if you sign and send your form of proxy but do not indicate how you want your shares to be voted, your shares may be voted by the person that you appoint as your proxy as he or she sees fit or such person may abstain in relation to any business of the Meeting.

Can I change my vote or revoke a proxy?

A registered holder of ordinary shares can revoke his or her proxy before the time of voting at the Meeting in several ways by:

(1)

mailing a revised form of proxy dated later than the prior form of proxy; or

(2)

notifying Gemma Brown, Company Secretary, in writing that you are revoking your proxy. Your revocation must be received at our registered office before the Meeting to be effective.

A shareholder would also be able to revoke his or her proxy by voting in person at the Meeting.

If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you may change or revoke your voting instructions by contacting the broker, bank or other nominee holding the shares or by your broker, bank or other nominee validly appointing you as proxy to attend at the Meeting.

Who counts the votes?

Computershare has been engaged as our independent agent to tabulate shareholder votes. If you are an ordinary shareholder of record, you can return your executed form of proxy to Computershare for tabulation (see instructions on the form of proxy). If you hold your ordinary shares through a broker, your broker will return the form of proxy to Computershare.

If you are a holder of record of ADSs, you can return your executed ADS voting instruction card to The Bank of New York Mellon Corporation for tabulation. If you hold your ADSs through a broker, bank or other organization, that organization can return the voting instruction card to The Bank of New York Mellon Corporation following your instruction. The Bank of New York Mellon Corporation will submit your votes to Computershare for tabulation.

How are votes counted?

Votes will be counted by Computershare, who will separately count “for” and “against” votes, and “votes withheld” or abstentions. A “vote withheld” or abstention will not be counted in the calculation of the votes “for” and “against” a resolution.

How many votes do I have?

On a show of hands, each ordinary shareholder of record present in person, and each duly authorized representative present in person of a shareholder that is a corporation, has one vote. On a show of hands, each proxy present in person who has been duly appointed by one or more shareholders has one vote, but a proxy has one vote for and one vote against a resolution if, in certain circumstances, the proxy is instructed by more than one shareholder to vote in different ways on a resolution. On a poll, each shareholder present in person or by proxy or, in the case of a corporation, by a duly authorized representative has one vote for each share held by the shareholder.

The holders of ADSs are entitled to one vote per ADS on all matters that are subject to shareholder vote. If you are an ADS holder and have submitted your ADS voting instructions card in time and in compliance with the ADS voting instructions, The Bank of New York Mellon Corporation will attend the Meeting (either in person or by appointing a proxy) and vote the ordinary shares underlying your ADSs as directed by you in accordance with your ADS voting instructions card.

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How do you solicit proxies?

At our discretion, we may engage a proxy solicitation firm to assist us with the solicitation process, for which we will bear the costs of any such engagement. The initial solicitation of proxies may be supplemented by additional mail communications and by telephone, fax, e-mail, internet and personal solicitation by our directors, officers or other employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other employees for their proxy solicitation efforts. We also reimburse The Bank of New York Mellon Corporation for their expenses in sending materials, including ADS voting instruction cards, to ADS holders of record.

What do I do if I receive more than one notice or form of proxy?

If you hold your ordinary shares or your ADSs in more than one account, you will receive a form of proxy or an ADS voting instruction card (as applicable) for each account. To ensure that all of your shares or ADSs are voted, please sign, date and return all proxy forms or ADS voting instruction cards (as applicable). Please be sure to vote all of your shares or ADSs.

What is Computershare’s role?

Computershare is our registrar and has been engaged to tabulate shareholder votes in connection with the Meeting. All communications concerning ordinary shareholder of record accounts, including address changes, name changes, ordinary share transfer requirements and similar issues can be handled by contacting Computershare by telephone or by writing to Computershare, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom.

How can I find out the results of the voting at the Meeting?

Voting results will be announced by the filing of a current report on Form 8-K with the Securities and Exchange Commission (the “SEC”) within four business days after the Meeting. If final voting results are unavailable at that time, we will file an amended current report on Form 8-K within four business days of the day the final results are available.

Directions to Meeting

Directions to our Meeting, which is to be held at Goodwin Procter (UK) LLP, 100 Cheapside, London, EC2V 6DY, are available at: www.vaccitech.co.uk.

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ELECTION OF DIRECTORS

Our Board of Directors currently consists of seven members. In accordance with the terms of our Articles of Association, our Board of Directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

•

the Class I directors are Pierre A. Morgon and Joseph C. F. Scheeren and their terms will expire at the annual general meeting to be held in 2025;

•

the Class II directors are Karen T. Dawes and Anne M. Phillips, and their terms will expire at the annual general meeting to be held in 2023; and

•

the Class III directors are William Enright, Alex Hammacher and Robin Wright, and their terms will expire at the annual general meeting to be held in 2024.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual general meeting in the year in which their term expires.

Our Board of Directors has nominated Karen T. Dawes and Anne M. Phillips for election as the Class II directors at the Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors.

In connection with proposals 1 and 2, we set forth the biographical information for the nominees to our Board of Directors. For biographical information for the other directors see Board of Directors and Corporate Governance.

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PROPOSAL 1 — RE-ELECTION OF KAREN T. DAWES TO THE BOARD OF DIRECTORS

Karen T. Dawes is currently a member of our Board of Directors and has been nominated for re-election as a director. If elected, she will hold office from the date of her election until the 2026 annual general meeting of shareholders where she must retire by rotation and offer herself for re-election, or until her earlier death, resignation or removal. Ms. Dawes has agreed to serve if elected, and we have no reason to believe that she will be unable to serve.

Karen T. Dawes has been a member of our board of directors since February 2021. Ms. Dawes is the President of Knowledgeable Decisions, LLC, a position she has held since 2003. Ms. Dawes served from 1999 to 2003 as Senior Vice President and U.S. Business Group Head for Bayer Corporation’s U.S. Pharmaceuticals Group. Prior to joining Bayer, she was Senior Vice President, Global Strategic Marketing, at Wyeth LLC, a pharmaceutical company (formerly known as American Home Products). Ms. Dawes also served as Vice President, Chief Commercial Officer, for Genetics Institute, Inc. Ms. Dawes began her pharmaceuticals industry career at Pfizer, Inc. where, from 1984 to 1994, she held a number of marketing positions, serving most recently as Vice President, Marketing of the Pratt Division. Ms. Dawes also serves on the boards of directors of two publicly traded companies, Repligen Corporation, and Medicenna Therapeutics Corporation, one privately-held company, JPA Health, and one not-for-profit organization, Medicines 360. Ms. Dawes received a BA and an MA from Simmons College in English Literature and an MBA from Harvard University. We believe Ms. Dawes is qualified to serve on our board of directors because of her extensive experience with biopharmaceutical companies as well as her considerable background in the development and commercialization of pharmaceutical products.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-ELECTION OF KAREN T. DAWES TO THE BOARD OF DIRECTORS

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PROPOSAL 2 — RE-ELECTION OF ANNE M. PHILLIPS TO THE BOARD OF DIRECTORS

Anne M. Phillips is currently a member of our Board of Directors and has been nominated for re-election as a director. If elected, she will hold office from the date of her election until the 2026 annual general meeting of shareholders where she must retire by rotation and offer herself for re-election, or until her earlier death, resignation or removal. Dr. Phillips has agreed to serve if elected, and we have no reason to believe that she will be unable to serve.

Anne M. Phillips has been a member of our board of directors since February 2021. Dr. Phillips was a Senior Vice President of Clinical, Medical & Regulatory Affairs at Novo Nordisk, a position she held from 2013 to 2022. Prior to joining Novo Nordisk, Dr. Phillips held positions of increasing seniority at GlaxoSmithKline from 1998 to 2010, most recently as Vice President, Medicine Development Leader. Dr. Phillips also serves on the board of directors of Trevena Corporation, a biopharmaceutical company, a position she has held since 2014. Dr. Phillips also serves as a member of the board of directors of Carmot Therapeutics, a private biopharmaceutical company, which she joined in 2022. Dr. Phillips also served as a member of the board of directors of AMAG Pharmaceuticals, Inc., a pharmaceutical company, from 2019 to 2020, and Biotechnology Innovation Organization, a biotechnology trade organization, from 2017 to 2018. Dr. Phillips received a BSc in Zoology from the University of Western Ontario and an MD from the University of Toronto. She completed postgraduate training in Internal Medicine, Medical Microbiology and Infectious Diseases. We believe Dr. Phillips is qualified to serve on our board of directors because of her extensive expertise in the life sciences industry.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-ELECTION OF ANNE M. PHILLIPS TO THE BOARD OF DIRECTORS

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PROPOSAL 3 — RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS U.K.
STATUTORY AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF
THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS

At each meeting at which the accounts are laid before shareholders, the Company is required to appoint U.K. statutory auditors to serve until the next such meeting. Proposal 3 seeks your approval of the re-appointment of PricewaterhouseCoopers LLP to serve as our U.K. statutory auditor, to hold office until the conclusion of the next annual general meeting of shareholders. In the event this proposal does not receive the affirmative vote of the holders of a majority of the shares entitled to vote and who are present in person or represented by a proxy at the Meeting, the Board of Directors may appoint an auditor to fill the vacancy. If the re-appointment of PricewaterhouseCoopers LLP is approved, the Audit Committee, at its discretion, may nonetheless direct the appointment of a different U.K. statutory auditor at any time it decides that such a change would be in the best interest of the Company and its shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS U.K. STATUTORY
AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT
ANNUAL GENERAL MEETING OF SHAREHOLDERS

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PROPOSAL 4 — RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2023

Proposal 4 seeks your ratification of the appointment of PricewaterhouseCoopers LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Background to Proposal 4

The Audit Committee is solely responsible for selecting the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Our Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2023, and has further directed that we submit the selection of PwC for ratification by our shareholders at the Meeting. In the event this proposal does not receive the affirmative vote of the holders of a majority of the shares entitled to vote and who are present in person or represented by proxy at the Meeting, the Board of Directors may appoint an auditor to fill the vacancy. If the appointment of PwC is ratified, the Audit Committee, at its discretion, may nonetheless direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of the Company and its shareholders.

PwC has indicated its willingness to act as the Company’s auditors. A representative of PwC is expected to be present at the Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our shareholders.

Fees for Independent Registered Public Accounting Firm — PwC and BDO LLP

The table below sets forth a summary of the fees billed to the Company by PwC and by BDO LLP, the Company’s previous independent registered public accounting firm, for professional services rendered during the fiscal years ended December 31, 2022 and December 31, 2021. All such services and fees were pre-approved by the Audit Committee, which concluded that the provision of such services was compatible with the maintenance of each firm’s independence in the conduct of its auditing functions. The amounts reported have been converted from pounds sterling to U.S. dollars using the average exchange rate for 2022 of £0.8084 to $1.00, and 2021 of £0.7269 to $1.00, respectively.

PwC

Fees	December 31, 2022 ($000)		December 31, 2021 ($000)
Audit fees(1)		612		—
Audit-related fees(2)		207		—
Tax fees(3)		—		114
All other fees(4)		5		—
Total		824		114

(1)

“Audit fees” consist of fees billed for the audit of our annual consolidated financial statements, statutory audits, review of interim condensed consolidated financial statements included in quarterly reports, assistance with review of documents filed with the SEC paid to PwC in connection with statutory and regulatory filings or engagements, attest services.

(2)

“Audit-related fees” consist of fees paid to PwC in connection with registration statements filed with the SEC.

(3)

“Tax fees” consist of tax advisory fees paid to PwC for consulting services in preparation for our initial public offering.

(4)

“All other fees” consist of non-audit fees paid to PwC for access to its proprietary accounting research database and financial statement disclosure checklist.

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BDO LLP

Fees	December 31, 2022 ($000)		December 31, 2021 ($000)
Audit fees(1)		70		545
Audit-related fees(2)		315		303
Tax fees(3)		—		60
All other fees(4)		—		—
Total		385		908

(1)

“Audit fees” consist of fees billed for the audit of our annual consolidated financial statements, statutory audits, review of interim condensed consolidated financial statements included in quarterly reports, assistance with review of documents filed with the SEC paid to BDO LLP in connection with statutory and regulatory filings or engagements, attest services.

(2)

“Audit-related fees” consist of fees paid to BDO LLP in connection with registration statements filed with the SEC.

(3)

“Tax fees” consist of tax advisory fees paid to BDO LLP for consulting services in preparation for our initial public offering.

(4)

“All other fees” consist of non-audit fees paid to BDO LLP for access to its proprietary accounting research database and financial statement disclosure checklist.

Audit Committee Pre-Approval Policy and Procedures

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage PwC to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by PwC has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. On an annual basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by PwC without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023

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PROPOSAL 5 — AUTHORIZATION FOR THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS’ REMUNERATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023

Proposal 5 authorizes the Audit Committee to determine our auditors’ remuneration for the fiscal year ending December 31, 2023. Fees for PricewaterhouseCoopers LLP, our statutory auditor, in respect of the fiscal year ended December 31, 2022, are set forth in Proposal 4 above.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE AUTHORIZATION OF OUR AUDIT COMMITTEE TO DETERMINE OUR AUDITORS’ REMUNERATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023

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PROPOSAL 6 — RESOLUTION TO RECEIVE THE COMPANY’S U.K. STATUTORY ANNUAL ACCOUNTS AND REPORTS

At the Meeting, our Board of Directors will present our U.K. statutory annual accounts and reports for the period January 1, 2022 through December 31, 2022, which includes the audited portion of the directors’ annual report on compensation. We will provide our shareholders with an opportunity to receive the U.K. statutory annual accounts and reports and to raise questions in relation to them.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE RESOLUTION TO RECEIVE THE COMPANY’S U.K. STATUTORY ANNUAL ACCOUNTS AND REPORTS

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PROPOSAL 7 — APPROVAL ON AN ADVISORY BASIS OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON COMPENSATION

Our U.K. statutory directors’ compensation report is set forth as Annex A to this proxy statement. The directors’ compensation report includes the annual report on compensation. This document describes in detail our compensation policies and procedures and explains how these policies and procedures help to achieve our compensation objectives with regard to our directors and the retention of high-quality directors. Our Board of Directors and the Compensation Committee believe that the policies and procedures as articulated in the directors’ compensation report are effective and that as a result of these policies and procedures we have and will continue to have high-quality directors. Our Board of Directors has approved and signed the report in accordance with English law.

At the Meeting, the shareholders will vote on the annual report on compensation. This vote is advisory and non-binding. Although non-binding, our Board of Directors and Compensation Committee will review and consider the voting results when making future decisions regarding our director compensation program. Following the Meeting, and as required under English law, the directors’ annual report on compensation will be delivered to the U.K. Registrar of Companies.

THE BOARD RECOMMENDS YOU VOTE

FOR APPROVAL OF OUR U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON COMPENSATION SET FORTH IN ANNEX A

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS

Directors

Below is a list of our directors and their positions and ages as of the date of this proxy statement.

Name	Age	Position
William Enright	60	Chief Executive Officer and Director
Robin Wright	58	Chairman of the Board of Directors
Alex Hammacher	42	Non-Executive Director
Pierre A. Morgon, PharmD	60	Non-Executive Director
Anne M. Phillips, MD	69	Non-Executive Director
Karen T. Dawes	71	Non-Executive Director
Joseph C.F. Scheeren	67	Non-Executive Director

During the year ended December 31, 2022, there were 4 full meetings of our Board of Directors. All of our directors attended at least 8 meetings in aggregate of the Board of Directors and meetings of the committees of which he or she was a member during 2022.

Director Nominees

The biographical information for Karen T. Dawes and Anne M. Phillips, the nominees to our Board of Directors, are provided in “Proposal 1 — Re-Election of Karen T. Dawes to the Board of Directors” and “Proposal 2 — Re-Election of Anne M. Phillips to the Board of Directors,” respectively.

Continuing Directors

Below is biographical information for those directors who are not standing for re-election at this Meeting and who will remain seated following the Meeting.

William Enright has been our Chief Executive Officer and a member of our board of directors since August 2019. From June 2008 to November 2018, Mr. Enright served as the Chief Executive, President and Director of Altimmune, Inc., a biopharmaceutical company. Prior to joining Altimmune, Inc., Mr. Enright held various positions at GenVec, Inc., leaving as Head of Business Development. Mr. Enright holds a MA and BS in Biology from SUNY at Buffalo and a MS in Business Management from Johns Hopkins University. We believe that Mr. Enright is qualified to serve on our board of directors because of his considerable management experience in the biopharmaceutical industry.

Robin Wright has served as our chairman since October 2018 and a member of our board of directors since August 2018. Mr. Wright has served as the Chief Financial Officer of MiNa Therapeutics since January 2021. From September 2020 to October 2020, Mr. Wright was our interim Chief Financial Officer. From September 2015 to May 2020, Mr. Wright was the Chief Financial Officer of Pharming Group N.V., a biopharmaceutical company. Mr. Wright received a BA from Oxford and is a Fellow of the Institute of Chartered Accountants in England and Wales. We believe Mr. Wright is qualified to serve on our board of directors because of his extensive management experience and financial expertise in the life sciences industry.

Alex Hammacher has been a member of our board of directors since January 2020. Dr. Hammacher is Head of Strategic Operations & Corporate Finance at Oxford Sciences Enterprises, a venture capital firm partnered with Oxford University, a position he has held since October 2019. Prior to joining Oxford Sciences Enterprises, Dr. Hammacher held positions of increasing seniority at Lazard, an investment banking firm, from October 2015 to October 2019, most recently as Director of Healthcare Investment Banking, and UBS, an investment banking firm, from July 2007 to September 2015. Dr. Hammacher received a BA and BM BCh from Oxford University. We believe Dr. Hammacher is qualified to serve on our board of directors because of his extensive investment experience in the life sciences industry.

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Pierre A. Morgon has been a member of our board of directors since January 2018. Dr. Morgon is Chief Executive Officer of MRGN Advisors, an investment strategy advisor, a position he has held since January 2015. Dr. Morgon is also Regional Partner for Switzerland at Mérieux Equity Partners, an investment firm, a position he has held since October 2014. Dr. Morgon is also chair of the board of directors of Health Technologies Holding (HTH) Srl, a position he has held since June 2020, chair of the board of directors of MYCB1, a position he has held since July 2020, chair of the board of directors of Eurocine Vaccines, a position he has held since May 2019, chair of the board of directors of Theradiag, a position he has held since 2017, chair of the board of directors of Kupando GmbH, a position he has held since December 2021, and a member of the board of directors of UNIVERCELLS, a position he has held since July 2018, and a member of the board of Amoéba SA, a position held since June 2021, and a member of the board of directors of Limula, a position he has held since July 2022. Dr. Morgon also served as a member of the board of directors of CanSino Biologics during 2019, a member of the board of directors of Alma Biotherapeutics from 2017 to 2018 and chair of the board of directors of Virometix AG from January 2017 to November 2019. Dr Morgon earned his PharmD and Diploma of Advanced Studies in Law degrees at the University of Lyon. He also earned his MBA at the ESSEC Business School. We believe Dr. Morgon is qualified to serve on our board of directors due to his extensive experience as a director of life sciences companies.

Joseph C. F. Scheeren has been a member of our board of directors since March 2021. Dr. Scheeren is also the founder and president of Scheeren HealthCare LLC, a consulting company specializing in pharmaceutical development and regulatory affairs, and has held these positions since August 2021. Dr. Scheeren has served as an advisor to PathBiotech LLC since June 2021. Dr. Scheeren served as President and Chief Executive Officer of Critical Path Institute, or C-Path, a non-profit organization, from April 2019 to March 2021. Prior to joining C-Path, Dr. Scheeren served in various senior roles at Bayer AG, a global pharmaceutical company, for 15 years, including serving as Senior Vice President, Senior Advisor to Research and Development from January 2018 to December 2018 and Senior Vice President, Head of Global Regulatory Affairs, Pharmaceuticals and Consumer Health from January 2015 to December 2017. He previously also held numerous executive positions at Aventis Pharmaceuticals, Roussel UCLAF, Ares Serono and Les Laboratoires Servier. Dr. Scheeren currently serves as a director on several boards of non-profit organizations, is an adjunct Professor of Regulatory Science at Peking University, Beijing, and is a lecturer at Yale University. Dr Scheeren earned his PharmD, MSc and BS degrees at the University of Leiden, Leiden, the Netherlands, School of Pharmacy. We believe Dr. Scheeren is qualified to serve on our board of directors because of his global expertise in research and development and regulatory affairs in the pharmaceutical industry.

There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

Board Diversity

We believe that it is important that the Board reflects the diversity of employees, and the communities that we serve. As required by rules of Nasdaq that were approved by the SEC in August 2021, we are providing information about the gender and demographic diversity of our directors in the format required by Nasdaq rules.

The information in the matrix below is based solely on information provided by our directors about their gender and demographic self-identification. Directors who indicated that they preferred not to answer a question are shown as “did not disclose gender” or “did not disclose demographic background” below.

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Board Diversity Matrix as of March 29, 2023

Total Number of Directors

Female

Male

Non-Binary

Did Not
Disclose Gender

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

CORPORATE GOVERNANCE

Structure of our Board of Directors

The leadership structure of our Board of Directors separates the positions of Chief Executive Officer and Chairman of the Board in order to ensure independent leadership of the Board. Our Board believes that this separation is appropriate for the Company at this time because it allows for a division of responsibilities, with our Chief Executive Officer focused on leading the Company while the Chairman can focus on leading the Board in overseeing management, and for a sharing of ideas between individuals having different perspectives.

Independence of our Board of Directors

Our Board of Directors has determined that, of our seven directors, no director, other than William Enright and Alex Hammacher, has a relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director and that each of these directors is “independent” as that term is defined under Nasdaq rules.

Our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

Board Oversight of Risk Management

Our management is primarily responsible for assessing and managing risk, while our Board of Directors is responsible for overseeing management’s execution of its responsibilities. Our Board of Directors is supported by its committees in fulfillment of this responsibility. For example, our Audit Committee focuses on our overall financial risk by evaluating our internal controls and disclosure policies as well as ensuring the integrity of our financial statements and periodic reports. The Audit Committee also oversees the Company’s information security and technology risks, including the Company’s information security and related risk management programs. Our Compensation Committee strives to create incentives that encourage an appropriate level of risk-taking consistent with our business strategy. Our Nominating and Corporate Governance Committee ensures that our governance policies and procedures are appropriate in light of the risks we face.

Family Relationships and Adverse Proceedings

There are no family relationships among any of our directors or executive officers. Neither we nor any of our subsidiaries are party to any material proceedings to which any of our directors, officers, affiliates,

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5% or more shareholders, or any of their respective associates are a party. We do not believe that any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are adverse to us or any of our subsidiaries or have a material interest that is adverse to us or any of our subsidiaries.

Environmental, Social and Governance

As we continue to grow, we intend to improve our overall environmental, social, and governance (“ESG”) efforts. In 2022, we assigned responsibilities for ESG to the Nominating and Governance Committee who were tasked with performing an assessment of our ESG impacts and establishing initiatives. Following this assessment, we have created specific goals and objectives to monitor and improve specific metrics. These include:

Environmental — what impact does Vaccitech have on the environment, to include carbon footprint reporting for new facilities.

Social — What impact does Vaccitech have on society, to include impact on life-saving products development, impact in low and middle income countries, clinical trial diversity and employee morale and turnover.

Corporate Governance — how is the company run, to include diversity and inclusion within the company and the board of directors, board independence and the ratio of executive compensation to employee compensation.

COMMITTEES OF OUR BOARD OF DIRECTORS

Our Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The charters for each of these committees can be found on our website at www.vaccitech.co.uk, under the “Corporate Governance” subsection of the “Investors” section. Each such committee reviews its respective charter at least annually.

Name

Audit

Compensation

Nominating
and Corporate
Governance

William Enright

Robin Wright

Alex Hammacher

Pierre A. Morgon, PharmD

Anne M. Phillips, MD

Karen T. Dawes

Joseph C.F. Scheeren

denotes committee chairperson.

Audit Committee

Our Audit Committee is currently composed of Karen T. Dawes, Pierre A. Morgon and Robin Wright, and is chaired by Mr. Wright. Our Board of Directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable Nasdaq rules. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq listing rules. Our Board of Directors has determined that Mr. Wright is an “audit committee financial expert” within the meaning of SEC regulations and the applicable Nasdaq rules. The Audit Committee held 4 meetings during 2022. The Audit Committee’s responsibilities include:

•

recommending the appointment of the independent auditor to the general meeting of shareholders;

•

the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services;

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•

pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services;

•

evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board of directors on at least an annual basis;

•

reviewing the adequacy of our internal controls with management and any remediation plan associated with any significant control deficiencies or material weaknesses;

•

reviewing and discussing with management and our independent registered public accounting firm our financial statements and our financial reporting process; and reviewing, approving or ratifying any related party transactions.

Compensation Committee

Our Compensation Committee is currently composed of Anne M. Phillips, Robin Wright and Joseph C. F. Scheeren, and is chaired by Dr. Phillips. Our Board of Directors has determined that each member of the Compensation Committee is “independent” as defined in the applicable Nasdaq rules. Each member of our Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee held 3 meetings during 2022. The Compensation Committee’s responsibilities include:

•

annually reviewing and approving the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

•

evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation determine and approve the Chief Executive Officer’s compensation;

•

reviewing and approving the compensation of our other executive officers;

•

reviewing and establishing our overall management compensation, philosophy and policy;

•

overseeing and administering our compensation and similar plans;

•

evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;

•

reviewing and recommending to the board of directors our policies and procedures for the grant of equity-based awards;

•

reviewing and recommending to the board of directors the compensation of our directors;

•

preparing our compensation committee report if and when required by SEC rules;

•

reviewing and discussing annually with management our “Compensation Discussion and Analysis,” if and when required, to be included in our annual proxy statement; and

•

reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters.

Our Board of Directors has delegated to the Compensation Committee the authority to determine the compensation for all of our executive officers. Non-executive director compensation is recommended by our Compensation Committee to the Board of Directors for approval. Our Chief Executive Officer may participate in general discussions with our Compensation Committee and Board of Directors about these compensation matters but he does not participate in discussions during which his individual compensation is being considered and approved.

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for our Chief Executive Officer, senior executives and non-executive directors. The Compensation Committee expects to continue to use compensation consultants to assist the Compensation Committee in determining competitive levels of executive and non-executive compensation and specific design elements of our executive compensation program and non-executive directors’ compensation program. The Compensation Committee continued to retain Radford through 2022 and 2023 in order to ensure that our compensation arrangements are competitive for 2023. After review and consultation with Radford, the Compensation Committee determined that Radford is independent and that there is no conflict of interest resulting from retaining Radford in 2022 or in 2023. In reaching these conclusions, our Compensation Committee considered the factors set forth in the SEC rules and the applicable Nasdaq rules.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Pierre A. Morgon, Karen T. Dawes and Joseph C. F. Scheeren, which is chaired by Mr. Morgon. Our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under the applicable Nasdaq rules. The Nominating and Corporate Governance Committee held 1 meeting during 2022. The Nominating and Corporate Governance Committee’s responsibilities include:

•

determining selection criteria and appointment procedures for directors;

•

recommending nominees for election to our board of directors and appointment to its committees;

•

assessing the functioning of our board of directors and executive officers and reporting the results of such assessment to the board of directors; and

•

developing corporate governance guidelines and any other governance policies, including ESG.

The Nominating and Corporate Governance Committee considers candidates for Board of Director membership suggested by its members and the Chief Executive Officer. Additionally, in selecting nominees for directors, the Nominating and Corporate Governance Committee will review candidates recommended by shareholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our Board of Directors. Any shareholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this proxy statement under the heading Additional Information — Shareholder Proposals for 2024 Annual General Meeting.

Our Board of Directors is responsible for filling vacancies on our Board of Directors and for nominating candidates for election by our shareholders each year in the class of directors whose term expires at the relevant annual general meeting. The Board of Directors delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board of Directors, and of management, will be requested to take part in the process as appropriate.

Director Nomination Process

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to board members and others for recommendations, including through the use of search firms or other advisors, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee and our Board.

Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board of Directors. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board of Directors’ approval to fill a vacancy or as director nominees for

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election to the Board of Directors by our shareholders each year in the class of directors whose term expires at the relevant annual general meeting.

The qualifications, qualities and skills that our Nominating and Corporate Governance Committee believes must be met by a committee-recommended nominee for a position on our Board of Directors are as follows:

•

the nominee shall have experience at a strategic or policymaking level in a business, government, non- profit or academic organization of high standing;

•

the nominee shall be highly accomplished in his or her respective field, with superior credentials and recognition;

•

the nominee shall be well regarded in the community and shall have a long-term reputation for the high ethical and moral standards;

•

the nominee shall have sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards of directors on which such nominee may serve;

•

to the extent such nominee serves or has previously served on other boards, the nominee shall have a demonstrated history of actively contributing at board meetings.

We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our shareholders through consideration of a number of facts and circumstances, including among other things, the skills of the prospective director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board of Directors.

Shareholder Recommendations and Nominees

Our Nominating and Corporate Governance Committee considers both recommendations and nominations for candidates to the Board from shareholders so long as such recommendations and nominations comply with our Articles of Association and applicable laws, including the rules and regulations of the SEC. Shareholders may recommend director nominees for consideration by the Nominating and Corporate Governance Committee by writing to our Company Secretary at the address below, or the Company’s registered office from time to time, and providing evidence of the shareholder’s ownership of our ordinary shares and/or ADSs, the nominee’s name, home and business address, as well as the nominee’s detailed biographical data and qualifications for board membership, and information regarding any arrangements or understandings between the shareholder and the recommended candidate.

Following verification of the shareholder status of the person submitting the recommendation, all properly submitted recommendations will be promptly brought to the attention of the Nominating and Corporate Governance Committee. Shareholders who desire to nominate persons directly for election to the Board at an annual general meeting of shareholders must meet the deadlines and other requirements set forth under Additional Information — Shareholder Proposals for 2024 Annual General Meeting. Any vacancies on the Board of Directors occurring between our annual general meetings of shareholders may be filled by persons selected by a majority of the directors then in office, in which case any director so elected will serve until the next annual general meeting of shareholders when such director will offer himself/herself for re-election, or by persons elected by an ordinary resolution of the shareholders of the Company.

You may write to the Nominating and Corporate Governance Committee at: c/o

Gemma Brown
Company Secretary
Vaccitech plc
Unit 6-10, Zeus Building
Rutherford Avenue
Harwell, Didcot OX11 0DF
United Kingdom

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Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers, employees and certain designated agents. The Code of Business Conduct and Ethics is available on our website at www.vaccitech.co.uk, under the “Corporate Governance” subsection of the “Investors” section. We expect that any amendments to this code or any waivers of its requirements will be disclosed on our website.

Shareholder Communication with the Board of Directors

Any interested party with concerns about our Company may report such concerns to the Board of Directors or the Chair of our Board of Directors. Communications may be addressed to the entire Board of Directors or to any individual director. All such communications will initially be received and processed by our Company Secretary. Spam, junk mail, advertisements and threatening, hostile, illegal and similar unsuitable communications will not be delivered to the Board of Directors. Shareholders can contact members of the Board of Directors by writing care of our Company Secretary at the Company’s registered office address.

A copy of any such written communication may also be forwarded to our legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with our legal counsel, with independent advisors, with non-management directors, or with our management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion.

Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.

The Audit Committee oversees the procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. We have established a toll-free telephone number for the reporting of such activity, which is +1 877-763-1749 and a compliance hotline, which is https://www.whistleblowerservices.com/vaccitech.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and related footnotes set forth information with respect to the beneficial ownership of our ordinary shares, as of March 24, 2023, by:

•

each beneficial owner of 5% or more of our outstanding ordinary shares;

•

each of our named executive officers and directors; and

•

all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. In computing the number of ordinary shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 24, 2023 are considered outstanding. These ordinary shares, however, are not included in the computation of the percentage ownership of any other person. Applicable percentage ownership is based on 38,348,732 ordinary shares outstanding as of March 24, 2023.

Except as otherwise indicated, all of the shares reflected in the table are ordinary shares and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.

Except as otherwise indicated in the table below, addresses of the directors, executive officers and named beneficial owners are in care of Vaccitech plc, Unit 6-10, Zeus Building, Rutherford Avenue, Harwell, Didcot OX11 0DF, United Kingdom.

Ordinary Shares
Beneficially Owned

Name of Beneficial Owner

Number

Percent

5% or Greater Shareholders:

Oxford Science Enterprises plc(1)

8,797,770

23%

M&G Investment Management Limited(2)

5,179,349

14%

Named Executive Officers and Directors:

William Enright(3)

1,495,665

Thomas Evans(4)

585,071

Meg Marshall(5)

228,863

Robin Wright(6)

77,786

Alex Hammacher(7)

25,886

Pierre A. Morgon(8)

53,786

Anne M. Philips(9)

25,886

Karen T. Dawes(10)

24,586

Joseph C. F. Scheeren(11)

35,886

All Executive Officers and Directors as a Group (12 persons)

2,379,391

Represents beneficial ownership of less than one percent.

(1)

Based solely on a Schedule 13G filed with the SEC on February 11, 2022 by Oxford Science Enterprises plc. The business address for Oxford Science Enterprises plc is 46 Woodstock Road, Oxford, OX2 6HT, United Kingdom.

(2)

Based solely on a Schedule 13G filed with the SEC on January 20, 2023 by M&G Investment Management Limited (“MAGIM”). The ordinary shares in the forms of ADSs are legally owned by

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Luxembourg Specialist Investment Fund FCP-RAIF. Luxembourg Specialist Investment Fund FCP-RAIF is advised by MAGIM. The business address for MAGIM is 10 Fenchurch Avenue, London, EC3M 5AG, UK.

(3)

Consists of (a) 743,454 ordinary shares held by William J Enright TR UA Dated 03/04/2021 Enright Family 2021 Irrevocable Trust, (b) 514,923 ordinary shares held by William Enright Revocable Trust, and (c) 237,288 ordinary shares underlying options exercisable within 60 days of March 24, 2023. Mr. Enright is the trustee of the above referenced trusts and may be deemed to beneficially own these securities.

(4)

Consists of 585,071 ordinary shares underlying options exercisable within 60 days of March 24, 2023.

(5)

Consists of 228,863 ordinary shares underlying options exercisable within 60 days of March 24, 2023.

(6)

Consists of (a) 34,506 ordinary shares held by Mr. Wright and (b) 43,280 ordinary shares underlying options exercisable within 60 days of March 24, 2023.

(7)

Consists of (a) 3,000 ordinary shares held by Dr. Hammacher and (b) 22,886 ordinary shares underlying options exercisable within 60 days of March 24, 2023.

(8)

Consists of (a) 10,506 ordinary shares held by Dr. Morgon and (b) 43,280 ordinary shares underlying options exercisable within 60 days of March 24, 2023.

(9)

Consists of (a) 3,000 ordinary shares held Dr. Philips and (b) 22,886 ordinary shares underlying options exercisable within 60 days of March 24, 2023.

(10)

Consists of (a) 1,700 ordinary shares held by Ms. Dawes and (b) 22,886 ordinary shares underlying options exercisable within 60 days of March 24, 2023.

(11)

Consists of (a) 13,000 ordinary shares held by Dr. Scheeren and (b) 22,886 ordinary shares underlying options exercisable within 60 days of March 24, 2023.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who beneficially own more than 10 percent of our common stock, to file initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities with the SEC, and to furnish copies of such reports to the Company. Based solely on our review of the reports provided to us and on representations received from our directors and executive officers, we believe that all of our directors, executive officers and persons who beneficially own more than 10 percent of our common stock complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2022, with the following exceptions: late Form 4 filings were made on behalf of each of Robin Wright, Alex Hammacher, Pierre A. Morgon, Anne M. Phillips, Karen T. Dawes and Joseph C. F. Scheeren in each instance to report equity award grants which occurred on June 15, 2022.

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CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS

Other than the compensation arrangements described below under the sections Director Compensation and Executive Officers of the Company and the transactions described below, in the period from January 1, 2022 through the date of this proxy statement, we were not a party to any transactions between us and certain “related persons”, which are generally considered to be our executive officers, directors, director nominees or 5% shareholders, or their immediate family members.

Lease agreement

In March 2019, we formalized a lease agreement with Oxford Science Enterprises plc, or OSE, a greater than 5% beneficial owner of our voting securities, pursuant to which we leased our corporate headquarters beginning in May 2018. On July 31, 2022 the lease was terminated. We paid OSE $126 thousand for annual rent and service charges through to the termination date.

Sale of property plant and equipment

In connection with the lease termination in July 2022, we received proceeds to $368 thousand from the sale of property plant and equipment to OSE.

License revenue

In April 2020, we entered into the OUI License Agreement Amendment with Oxford University Innovation Limited, or OUI, in respect of our rights to the ChAdOx1 technology in COVID-19 vaccines to facilitate the license of those rights by OUI to AstraZeneca. Under this agreement, we are entitled to receive from OUI a share of payments, including royalties and milestones, received by OUI from AstraZeneca in respect of sales of Vaxzevria. During the year ended December 31, 2022, we recognized $43.7 million in revenue and the Company was owed $5.5 million from OUI as of December 31, 2022.

Agreements with our Executive Officers

We have entered into employment agreements with certain of our executive officers. These agreements contain customary provisions and representations, including confidentiality, non-competition, non- solicitation and inventions assignment undertakings by the executive officers and non-executive directors. The enforceability of the non-competition provisions may be limited under applicable law.

Indemnification Agreements

We have entered into a deed of indemnity with each of our directors and executive officers. These agreements and our Articles of Association require us to indemnify our directors and executive officers to the fullest extent permitted by law.

Related Party Transactions Policy

We have adopted a written related party transactions policy that provides that such transactions must be approved by our Audit Committee. Pursuant to this policy, the Audit Committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common shares, in each case since the beginning of the most recently completed year, and their immediate family members.

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DIRECTOR COMPENSATION

Director Compensation

The table below shows all compensation earned by or paid to our non-executive directors during 2022. William Enright, our Chief Executive Officer, does not receive any compensation for his services as a director and, consequently, is not included in this table. The compensation received by William Enright during 2022 is set forth in the section of this proxy statement under the heading Executive Compensation — Summary Compensation Table.

Name	Fees Paid in Cash ($)(1)			Option Awards ($)(1)(2)			Total ($)
Alex Hammacher		$	38,711		$	64,386		$	103,097
Pierre A. Morgon		$	51,337		$	64,386		$	115,723
Robin Wright		$	81,282		$	64,386		$	145,668
Anne M. Phillips		$	47,088		$	64,386		$	111,394
Joseph C.F. Scheeren		$	45,771		$	64,386		$	110,157
Karen T. Dawes		$	47,626		$	64,386		$	112,012

(1)

The amounts reported have been converted from pounds sterling to U.S. dollars using the average exchange rate for 2022 of £0.8084 to $1.00.

(2)

Amounts shown reflect the grant date fair value of stock option awards granted during 2022. The grant date fair value was computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC Topic 718”), Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. The assumptions used in calculating the grant date fair value of the shares are set forth in Note 15 of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K filed with the SEC on March 24, 2023. These amounts reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by the director upon exercise of the stock options.

Non-Executive Director Compensation Program

At our Annual General Meeting in 2022 of Shareholders, our shareholders approved the formal policy pursuant to which our non-executive directors will be eligible to receive the following cash retainers and equity awards:

Annual Retainer for Board Membership
Annual service on the Board of Directors	£	30,000
Additional compensation for service as non-executive Chair of the Board of Directors	£	22,000
Additional Annual Retainer for Committee Membership
Annual service as Chair of the Audit Committee	£	11,000
Annual service as member of the Audit Committee (other than Chair)	£	5,500
Annual service as Chair of the Compensation Committee	£	8,000
Annual service as member of the Compensation Committee (other than Chair)	£	4,000
Annual service as Chair of the Nomination and Corporate Governance Committee	£	6,000
Annual service as member of the Nomination and Corporate Governance Committee (other than Chair)	£	3,000

Our policy provides that, upon initial election to our Board of Directors, each non-executive director will be granted an option to purchase a number of ordinary shares equal to 0.10% of the outstanding ordinary shares as of the date of grant (the “Initial Grant”). Furthermore, on the date of each of our annual meeting of shareholders, each non-executive director who will continue as a non-executive director following

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such meeting will be granted an option to purchase a number of ordinary shares equal to 0.05% of the outstanding ordinary shares as of the date of grant (the “Annual Grant”). The Annual Grant will vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of shareholders, subject to continued service as a director through the applicable vesting date. The Initial Grant will vest in 36 equal monthly installments, subject to continued service as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of the Company.

Employee directors will receive no additional compensation for their service as a director.

We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board of Directors or any committee thereof.

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EXECUTIVE OFFICERS OF THE COMPANY

Below is a list of our executive officers who are not directors and their positions and ages as of the date of this proxy statement.

Name	Age	Position
Nadège Pelletier	45	Chief Scientific Officer
Chris Ellis	63	Chief Operating Officer
Meg Marshall, MD	66	Chief Medical Officer
Graham Griffiths	44	Chief Business Officer
Gemma Brown	33	Chief Financial Officer

Nadège Pelletier, has been our Chief Scientific Officer since February 2023. Prior to becoming our Chief Scientific Officer, Dr. Pelletier was a Senior Principal Scientist at Novartis AG, a global healthcare pharmaceutical company, from November 2020 to January 2023. From September 2013 to October 2020, she was a Principal Scientist at F. Hoffmann-La Roche AG, a global healthcare pharmaceutical company. Dr. Pelletier received a Ph.D. in immunology from Claude Bernard University, ENS-Lyon and a Master of Science in Genetics and Immunology from ENS-Lyon.

Chris Ellis has been our Chief Operating Officer since March 2018. Prior to becoming Chief Operating Officer, Mr. Ellis was our Head of Clinical Operations from August 2016 to February 2018. Prior to that, Mr. Ellis was a Project Leader at Akamis Bio (f/k/a PsiOxus Therapeutics Limited), a gene therapy company, from January 2013 to August 2016. Mr. Ellis is a Registered General Nurse and Registered Mental Nurse and received his qualifications from Mansfield & Worksop School of Nursing and Nottingham School of Nursing.

Meg Marshall, MD, has been our Chief Medical Officer since November 2020. Prior to becoming our Chief Medical Officer, Dr. Marshall served as a biotech consultant from March 2018 to October 2020. From October 2014 to February 2018, Dr. Marshall was Senior Director, Clinical Research at Kyowa Kirin Pharmaceutical Development, Inc., a pharmaceutical company. Dr. Marshall received a BS from California Institute of Technology and a MD from the University of California, San Diego.

Graham Griffiths has been our Chief Business Officer since October 2017. Prior to becoming our Chief Business Officer, Mr. Griffiths served as Chief Operating Officer, co-founder and a member of the board of directors of Agalimmune Limited, a clinical stage biotechnology company, from May 2013 to September 2017. Mr. Griffiths received a BA Hons degree from Newcastle University.

Gemma Brown has been our Chief Financial Officer since September 2022. Prior to becoming our Chief Financial Officer, Ms. Brown served as our Head of Financial Reporting from September 2021 to September 2022. Ms. Brown worked at Ernst & Young in various capacities from September 2012 to August 2021, including most recently as a Senior Manager. Ms. Brown holds a Bachelor of Science degree in biological sciences from the University of Reading and is a Chartered Accountant with the Institute of Chartered Accountants in England & Wales.

The principal occupation and employment during the past five years of each of our executive officers was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he was or is to be selected as an executive officer.

Named Executive Officer Compensation

The following table provides information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the fiscal years indicated.

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Name and Principal Position	Year		Salary ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
William Enright		2022		569,178		—		1,168,780		291,135		56,306		2,085,399
Chief Executive Officer		2021		474,333		—		1,984,812		229,545		50,404		2,739,095
Meg Marshall		2022		462,676		—		260,014		157,310		42,055		922,055
Chief Medical Officer		2021		382,400		—		2,629,659		133,539		32,033		3,177,632
Thomas Evans(4)		2022		343,222		—		260,014		149,301		—		752,537
Former Chief Scientific Officer

(1)

The amounts reported reflect the grant date fair value of restricted share unit awards and option awards granted in 2022 and 2021 in accordance with Financial Accounting Standards Board accounting Standards Codification Topic 718, service-vesting conditions. The assumptions used in calculating the grant date fair value of the shares are set forth in the Note 15 of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K filed with the SEC on March 24, 2023. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards.

(2)

The amounts reported for 2022 represent the annual bonuses paid by us in February 2023 to our named executive officers for the year ended December 31, 2022.

The amounts reported for 2021 represent the annual bonuses paid by us in February 2022 to our named executive officers for the year ended December 31, 2021.

(3)

The amounts reported for Mr. Enright for 2022 represent 401(k) matching contributions and health insurance coverage. The amount reported for Dr. Marshall for 2022 represent 401(k) matching contributions and health insurance coverage.

(4)

Dr. Evans served as Chief Scientific Officer until February 1, 2023.

Narrative to the Summary Compensation Table

Base Salaries

For the fiscal year ending December 31, 2022, the base salaries for Mr. Enright, Dr. Marshall and Dr. Evans were $569,178, $462,676 and $343,222, respectively.

Annual Cash Bonuses

Subject to the attainment of certain company and individual performance goals, the Board may approve discretionary bonuses based on a percentage of the executive’s base salary. For the fiscal year ended December 31, 2022, each named executive officer was eligible to earn an annual cash bonus calculated as a percentage of each executive’s base salary and based on the achievement of corporate performance metrics. The amounts for performance for 2022 is set forth above in the Summary Compensation Table.

Long-Term Equity Incentives

Although we do not yet have a formal policy with respect to the grant of equity incentive awards to our executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders. In addition, we believe that equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period. Accordingly, our board of directors periodically reviews the equity incentive compensation of our named executive officers and may grant equity incentive awards to them from time to time. Equity awards granted during fiscal year 2022 are set forth below in the Outstanding Equity Awards at Fiscal Year-End table.

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Employment Agreements with Our Named Executive Officers

William Enright. We entered into a new employment agreement with Mr. Enright effective upon the closing of our IPO in May 2021. Pursuant to this employment agreement, Mr. Enright will continue to serve as our chief executive officer. Mr. Enright shall be entitled to an annual base salary, subject to periodic increase (but not decrease), target annual bonus opportunity and employee benefits. Under Mr. Enright’s new employment agreement, in the event that Mr. Enright’s employment is terminated by us without “cause” or Mr. Enright resigns for “good reason” (as such terms are defined in the employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor), he will be entitled to receive (i) an amount equal to 12 months of his base salary, payable over the 12 month period following his termination, (ii) if his termination occurs following completion of a calendar year but prior to payment of an annual bonus, payment of such annual bonus, and (iii) if Mr. Enright is participating in our group health plans immediately prior to his termination and elects COBRA health continuation, continuation of such group health coverage at the same rate as if he were an active employee, until the earliest of (A) the 12 month anniversary of his termination; (B) his eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of his continuation rights under COBRA. The employment agreement also provides that, in lieu of the payments and benefits described above, in the event that Mr. Enright’s employment is terminated by us without cause or Mr. Enright resigns for good reason, in either case within 12 months following a “change in control” (as defined in the employment agreement), subject to the execution and effectiveness of a general release of claims in our favor, he will be entitled to receive (i) a lump sum cash payment equal to 1.5 times the sum of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) plus his annual target bonus for the then-current year (or the annual target bonus in effect immediately prior to the change in control, if higher), and (ii) if Mr. Enright is participating in our group health plans immediately prior to his termination and elects COBRA health continuation, continuation of such group health coverage at the same rate as if he were an active employee, until the earliest of (A) the 18 month anniversary of his termination; (B) his eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of his continuation rights under COBRA. Mr. Enright’s new employment agreement further provides that in the event Mr. Enright’s employment is terminated by us without cause or Mr. Enright resigns for good reason, in either case within 12 months following a change in control, then any outstanding time-based equity awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable on the date of termination.

Mr. Enright is also subject to an agreement relating to confidentiality, assignment of inventions, and a twelve-month nonsolicitation and noncompetition covenant.

Meg Marshall, MD. We entered into a new employment agreement with Dr. Marshall effective upon the closing of our IPO in May 2021. Pursuant to this employment agreement, Dr. Marshall will continue to serve as our chief medical officer. Dr. Marshall shall be entitled to an annual base salary, subject to periodic review, target annual bonus opportunity and employee benefits. Under Dr. Marshall’s new employment agreement, in the event that Dr. Marshall’s employment is terminated by us without “cause” or Dr. Marshall resigns for “good reason” (as such terms are defined in the employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor), she will be entitled to receive (i) an amount equal to nine months of her base salary, payable over the nine month period following her termination, and (ii) if Dr. Marshall is participating in our group health plans immediately prior to her termination and elects COBRA health continuation, continuation of such group health coverage at the same rate as if she were an active employee, until the earliest of (A) the nine month anniversary of her termination; (B) her eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of her continuation rights under COBRA. The employment agreement also provides that, in lieu of the payments and benefits described above, in the event that Dr. Marshall’s employment is terminated by us without cause or Dr. Marshall resigns for good reason, in either case within 12 months following a “change in control” (as defined in the employment agreement), subject to the execution and effectiveness of a general release of claims in our favor, she will be entitled to receive (i) a lump sum cash payment equal to one times the sum of her then-current base salary (or her base salary in effect immediately prior to the change in control, if higher) plus her annual target bonus for the then-current year (or the annual target bonus in effect immediately prior to the change in control, if higher), and (ii) if Dr. Marshall is participating in our group health plans immediately prior to her termination and elects

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COBRA health continuation, continuation of such group health coverage at the same rate as if she were an active employee, until the earliest of (A) the 12 month anniversary of her termination; (B) her eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of her continuation rights under COBRA. Dr. Marshall’s new employment agreement further provides that in the event Dr. Marshall’s employment is terminated by us without cause or Dr. Marshall resigns for good reason, in either case within 12 months following a change in control, then any outstanding time-based equity awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable on the date of termination.

Dr. Marshall is also subject to an agreement relating to confidentiality, assignment of inventions, and a one-year non-solicitation and non-competition covenant.

Thomas Evans, MD. We entered into a new employment agreement with Dr. Evans effective upon the closing of our IPO in May 2021. Pursuant to this employment agreement, Dr. Evans continued to serve as our chief scientific officer. Dr. Evans was entitled to an annual base salary, subject to periodic review, target annual bonus opportunity and employee benefits. Under this employment agreement, in the event that Dr. Evans’ employment had been terminated by us without “cause” or Dr. Evans resigned for “good reason” (as such terms are defined in the employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor), he would have been entitled to receive (i) an amount equal to nine months of his base salary, payable over the nine month period following his termination, and (ii) if Dr. Evans had been participating in our group health plans immediately prior to his termination and elected COBRA health continuation, continuation of such group health coverage at the same rate as if he were an active employee, until the earliest of (A) the nine month anniversary of his termination; (B) his eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of her continuation rights under COBRA. The employment agreement also provided that, in lieu of the payments and benefits described above, in the event that Dr. Evans’ employment had been terminated by us without cause or Dr. Evans resigned for good reason, in either case within 12 months following a “change in control” (as defined in the employment agreement), subject to the execution and effectiveness of a general release of claims in our favor, he would have been entitled to receive (i) a lump sum cash payment equal to one times the sum of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) plus his annual target bonus for the then-current year (or the annual target bonus in effect immediately prior to the change in control, if higher), and (ii) if Dr. Evans had been participating in our group health plans immediately prior to his termination and elected COBRA health continuation, continuation of such group health coverage at the same rate as if he were an active employee, until the earliest of (A) the 12 month anniversary of his termination; (B) his eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of his continuation rights under COBRA. Dr. Evans’ employment agreement further provided that in the event Dr. Evans’ employment had been terminated by us without cause or Dr. Evans resigned for good reason, in either case within 12 months following a change in control, then any outstanding time-based equity awards would have immediately accelerate and become fully vested and exercisable or nonforfeitable on the date of termination.

Dr. Evans retired as Chief Scientific Officer effective February 1, 2023, but has agreed to provide continued service as a scientific advisor. We entered into a consultancy agreement with Dr. Evans effective from February 2023 to January 2024, under which Dr. Evans is providing certain consulting and related services to the Company as an independent contractor. Pursuant to this consultancy agreement, Dr. Evans will be paid a fee of $250 per hour for his services. The Company may terminate the consultancy agreement with immediate effect if Dr. Evans materially breaches his obligations under the agreement, or willfully neglects to provide or fails to remedy any default in the provision of services under the agreement, other than as a result of illness or accident and after notice in writing.

Dr. Evans is also subject to an agreement relating to confidentiality, assignment of inventions, and a one-year non-solicitation and non-competition covenant.

Additional Narrative Disclosure

401(k) Plan. We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged

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basis. All participants’ interests in their contributions are 100% vested when contributed. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The retirement plan is intended to qualify under Section 401(a) of the Code. We match 100 percent of employee contributions, up to 5 percent of each employee’s compensation (as defined in the plan).

Health and Welfare Benefits. All of our full-time employees, including our executive officers are eligible to participate in certain medical, disability and life insurance benefit programs offered by us.

Outstanding Equity Awards at Fiscal Year-End — 2022

The following table summarizes, for each of our named executive officers, the number of ordinary shares underlying outstanding share options and share awards held as of December 31, 2022.

		Option Awards(1)									Stock Awards
Name	Vesting Commencement Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights that have not Vested ($)
William Enright	April 29, 2021		58,710		117,420				17.00	May 1, 2031		—		—
	January 3, 2022		—		359,605				11.12	March 14, 2032		—		—
Thomas Evans	October 10, 2017		—		—		42,642(4)		0.00004(3)	June 23, 2030		—		—
	October 10, 2017		255,852		—				0.00004(3)	June 23, 2030		—		—
	February 1, 2018		15,540		—				0.0004(2)	February 16, 2028		—		—
	February 1, 2019		9,270		3,090				0.0004(2)	August 14, 2029		—		—
	January 1, 2020		6,180		6,180				0.0004(2)	January 8, 2020		—		—
	January 1, 2021		7,725		23,175				0.00004(2)	February 12, 2031		—		—
	April 29, 2021		128,482		243,080				17.00	May 1, 2031		—		—
	January 3, 2022		—		80,000				11.12	January 3, 2032		—		—
Meg Marshall	November 2, 2020		44,033		44,032				0.0004(2)	November 3, 2030		—		—
	April 29, 2021		82,973		150,380				17.00	May 1, 2031		—		—
	January 3, 2022		—		80,000				11.12	January 3, 2032		—		—

(1)

Unless otherwise specified below, each option vests in three equal annual installments, with the first such annual installment vesting upon the first anniversary of the vesting commencement date, subject to such named executive officer’s continued employment with us as of each such date.

(2)

The exercise price of this option is £0.00032 per share. The exercise prices have been converted from pounds sterling to U.S. dollars using an exchange rate of £0.8264 to $1.00 on December 31, 2022.

(3)

The exercise price of this option is £0.00003 per share. The exercise prices have been converted from pounds sterling to U.S. dollars using an exchange rate of £0.8264 to $1.00 on December 31, 2022.

(4)

This option award has performance conditions which have not been met as of December 31, 2022.

Prohibition on Hedging and/or Pledging our Common Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus

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creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy allows our directors, officers, vice-president level or above employees, and members of the finance department involved in periodic financial reporting to pledge Company securities as collateral for a loan (or modify an existing pledge) only if the pledge has been approved by the Audit Committee.

Equity Compensation Plan Information

The following table provides information as of December 31, 2022 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities in first column)
Equity compensation plans approved by security holders(1)(2)		4,884,720		$	9.04		1,670,268
Equity compensation plans not approved by security holders
Total		4,884,720		$	9.04		1,670,268

(1)

Includes the following plans: our Share Award Plan 2021 (the “2021 Plan”) and the Enterprise Management Incentive Share Option Scheme (the “EMI Plan”).

(2)

As of December 31, 2022, a total of 1,670,268 ordinary shares of our common stock have been reserved for issuance pursuant to the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2023, by 4% of the outstanding number of ordinary shares on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation Committee. This number will be subject to adjustment in the event of a share split, share dividend or other change in our capitalization. The Company no longer makes grants under the EMI Plan.

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AUDIT COMMITTEE REPORT

The Audit Committee oversees the accounting and financial reporting processes of Vaccitech plc (the “Company”) and the audits of the Company’s financial statements, evaluates auditor performance, manages relations with the Company’s independent registered public accounting firm and evaluates policies and procedures relating to internal control systems. The Audit Committee operates under a written Audit Committee charter that has been adopted by the Board of Directors of the Company (the “Board”). All members of the Audit Committee currently meet the independence and qualification standards for Audit Committee membership set forth in the listing standards provided by the Nasdaq Stock Market LLC and the U.S. Securities and Exchange Commission (“SEC”), and the Board has determined that Mr. Wright is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K.

The Audit Committee members are not professional accountants or auditors. The members’ functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee serves a board-level oversight role in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee’s members in business, financial and accounting matters.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for the financial statements and reporting process, including the Company’s system of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. This review included a discussion of the quality and the acceptability of the Company’s financial reporting, including the nature and extent of disclosures in the financial statements and the accompanying notes. The Audit Committee also reviewed the progress and results of the testing of the design and effectiveness of its internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

The Audit Committee also reviewed with PricewaterhouseCoopers LLP (“PwC”), our independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America, their judgments as to the quality and the acceptability of the Company’s financial reporting and discussed the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has received the written disclosures and the letter from PwC required by the applicable requirements of the Public Company Accounting Oversight Board regarding the PwC’s communications with the Audit Committee concerning independence and has discussed with PwC their independence.

In addition to the matters specified above, the Audit Committee discussed with PwC the overall scope, plans and estimated costs of their audit. The Audit Committee met with PwC periodically, with and without management present, to discuss the results of PwC’s examinations, the overall quality of the Company’s financial reporting and PwC’s reviews of the quarterly financial statements, and drafts of the quarterly and annual reports.

In reliance on the reviews and discussions referred to above, and subject to the limitations of the Audit Committee’s role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited financial statements should be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The Audit Committee of the Board of Directors of Vaccitech plc

Robin Wright,
ChairKaren T. Dawes

Pierre A. Morgon

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The foregoing report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

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DELIVERY OF PROXY MATERIALS

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including audited financial statements, accompanies this proxy statement. Copies of our Annual Report on Form 10-K and the exhibits thereto are available from the Company without charge upon written request of a shareholder. Copies of these materials are also available online through the SEC at www.sec.gov. The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more shareholders sharing the same address by delivering a single set of proxy materials addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our documents, including our Annual Report on Form 10-K and proxy statement, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Vaccitech plc, Unit 6-10, Zeus Building, Rutherford Avenue, Harwell, Didcot OX11 0DF, United Kingdom, Attention: Corporate Secretary, telephone: +44(0)1865 818808. If you want to receive separate copies of the proxy statement or Annual Report on Form 10-K in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

EACH ADS HOLDER IS URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ADS VOTING INSTRUCTION CARD TO THE BANK OF NEW YORK MELLON CORPORATION, THE DEPOSITARY FOR THE ADSs.

EACH SHAREHOLDER IS URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED FORM OF PROXY.

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ADDITIONAL INFORMATION

U.K. Statutory Annual Accounts and Reports of the Board of Directors and Auditors of Vaccitech plc for the fiscal year ended December 31, 2022

Consistent with its obligations under the U.K. Companies Act 2006, our Board of Directors will present at the AGM our U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2022, which have been approved by and, where appropriate, signed on behalf of our Board of Directors and will be delivered to the Registrar of Companies in the United Kingdom following the AGM. A copy of our U.K. statutory directors’ compensation report, including the annual report on compensation, is included as Annex A to this proxy statement. A complete copy of our U.K. statutory annual accounts and reports, including the statutory Board of Directors report, strategic report, and auditor’s report on our U.K. accounts will be sent separately to you no less than 21 days prior to the AGM. You will be provided an opportunity to raise questions in relation to such accounts and reports at the AGM. Full accounts and reports will be available for inspection prior to and during the AGM.

Shareholders’ Rights to Call a General Meeting

Our shareholders have the right to call a meeting of our shareholders. The U.K. Companies Act 2006 generally requires the directors to call a general meeting once we have received requests to do so from shareholders representing at least 5% of our paid-up shares entitled to vote at a general meeting. The U.K. Companies Act 2006 generally prohibits shareholders of a U.K. public limited company from passing written resolutions. However, significant shareholders would, in any case, still have the power to call a general meeting and propose resolutions. These provisions are mandatory under the U.K. Companies Act 2006 and cannot be waived by our shareholders.

Shareholder Proposals for 2024 Annual General Meeting

Pursuant to Rule 14a-8 under the Exchange Act, in order to be considered for inclusion in our proxy statement for our 2024 annual general meeting of shareholders, shareholder proposals must be received by the Company at the Office of the Company Secretary, Unit 6-10, Zeus Building, Rutherford Avenue, Harwell, Didcot OX11 0DF, United Kingdom no later than December 28, 2023, which is 120 calendar days before the anniversary of the date on which our proxy statement was released to shareholders in connection with the previous year’s annual general meeting. However, if the date of such annual general meeting is more than 30 calendar days from the date of the anniversary of the AGM, then the notice must be received by our Company Secretary a reasonable time before we begin to print and send our proxy materials for the 2024 annual general meeting of shareholders. To comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than January 26, 2024.

If a shareholder wishes to present a proposal at an annual general meeting but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, such shareholder proposal must be received by the Company at the Office of the Company Secretary, Unit 6-10, Zeus Building, Rutherford Avenue, Harwell, Didcot OX11 0DF, United Kingdom no later than 45 days before the anniversary of the date on which the Company first mailed its proxy materials for the prior year’s annual general meeting. However, if the date of the annual general meeting is changed by more than 30 calendar days from the date of the anniversary of the prior year’s annual general meeting, the notice must be received by our Company Secretary within a reasonable time before we begin to print and send our proxy materials with respect to such annual general meeting. If a shareholder does not timely provide notice as described above, proxies solicited on behalf of our management for such annual general meeting will confer discretionary authority to vote with respect to any such matter, as permitted by the proxy rules of the SEC. Under section 338 of the U.K. Companies Act 2006, shareholders representing at least 5% of holders entitled to vote on a resolution at an annual general meeting may require the Company to include such resolution in its notice of an annual general meeting. Provided the applicable thresholds are met, notice of the resolution must be received by the Company at the Office of the Company Secretary, Unit 6-10, Zeus Building,

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Rutherford Avenue, Harwell, Didcot OX11 0DF, United Kingdom at least six weeks prior to the date of the annual general meeting, or, if later, at the time notice of the annual general meeting is delivered to shareholders.

Questions?

If you have any questions or need more information about the AGM please write to us at:

Gemma Brown
Company Secretary
Unit 6-10, Zeus Building
Rutherford Avenue
Harwell, Didcot OX11 0DF
United Kingdom

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Annex A

DIRECTORS’ COMPENSATION REPORT

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VACCITECH PLC

Form of Proxy for the 2023 Annual General Meeting
This proxy is solicited by the Board of Directors

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DIRECTORS’ COMPENSATION REPORT

Annual Statement from the Chair of the Compensation Committee

This Report has been prepared in accordance with the relevant UK regulations (Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended)) and consists of:

•

The Directors’ Compensation Policy (the “Policy”) was approved at the 2022 Annual General Meeting on 15 June 2022, and took binding effect from that date. The Policy continues to apply to all Executive Directors of the Company, currently only the Chief Executive Officer, and all Non-Executive Directors, including the Chair of the Board. No changes to the Policy have been proposed for the 2023 Annual General Meeting. The Policy will require shareholder approval on the earlier of the third anniversary, or when a change is made to the Policy.

•

The Annual Compensation Report which provides disclosures in relation to Directors’ compensation for the year ended 31 December 2022 and our approach to compensation for 2023. This will be subject to an advisory shareholder vote at the 2023 Annual General Meeting.

Compensation arrangements for Directors of the Company are determined by the Compensation Committee (the “Committee”) and are generally based on US standards and market conditions. Compensation arrangements are also disclosed in detail in the Compensation Discussion & Analysis section of the Company’s Proxy Statement, which is provided in line with relevant US regulations.

In respect of the year ended 31 December 2022, the Committee determined the annual cash bonus for the Chief Executive Officer taking into account performance against corporate objectives as well as overall performance of the Company in the year. Highlights of business performance in the year are set out elsewhere in this Annual Report and Financial Statements. The Committee also approved the grant of a number of equity-based awards to Directors during the year, full details of which are provided within this Report. Overall, the Committee was satisfied that outcomes reflected performance in the year and no further discretion was exercised.

Dr. Anne Phillips
Chair of the Compensation Committee

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Directors’ Compensation Policy

This part of the Directors’ Compensation Report sets out the Company’s Directors’ Compensation Policy (the “Policy”), which was approved at the 2022 Annual General Meeting, held on 15 June 2022, and effective from that date. It is intended that the Policy will apply for three years.

The Policy is determined by the Committee taking into account the attraction and retention of key management personnel, the motivation of management to achieve the Company’s corporate goals and strategies, and the alignment of the interests of management with the long-term interests of the Company’s shareholders. In determining compensation policies and practices, the Committee follows a robust process taking into account the views of relevant stakeholders, whilst ensuring that any conflicts of interest are suitably managed. This is the first Policy voted on by the Company’s shareholders, following the Company’s initial public offering of ADSs on The NASDAQ Global Market in May 2021.

Policy for Non-Executive Directors

Component

Purpose and link to strategy

Operation

Maximum opportunity

Performance
measures

Fees

Designed to attract and retain high-calibre talent with fees provided within a market competitive range reflecting the individual, responsibilities of the role and expected time commitment.

Fees for Non-Executive Directors are reviewed by the Compensation Committee for onward recommendation to the Board.

An annual base fee is paid to all Non-Executive Directors, with additional fees paid for:

•

Service as the Non-Executive Chair of the Board

•

Chairing a Committee of the Board

•

Membership of a Committee of the Board

Additional fees may be paid to reflect additional responsibilities or roles not, as appropriate.

Fees are normally paid in cash.

Fee levels are set taking into account the responsibilities of the role and expected time commitment as well as appropriate market data.

There is no maximum limit.

Not applicable.

Equity awards

Designed to attract and retain high-calibre talent. The granting of equity awards ensures the interests of our Non-Executive Directors are aligned with those of our shareholders.

Each Non-Executive Director is granted options upon their election to the Board (the “Initial Grant”). This Initial Grant will normally vest over a three-year period, subject to continued service, with one third vesting on the first anniversary of grant and the remainder vesting in equal monthly instalments over the following two years.

The Initial Grant may be over a number of shares equivalent to 0.1% of the Company’s issued share capital as of the date of grant.

The Annual Grant may be over a number of shares equal to 0.05% of the Company’s issued share capital as of the date of grant.

Not applicable.

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Component

Purpose and link to strategy

Operation

Maximum opportunity

Performance
measures

A further grant of options will be made annually to each Non- Executive Director who will continue in role following the annual general meeting (the “Annual Grant”). This Annual Grant will normally vest in full, subject to continued service, on the earlier of (i) the first anniversary of grant, or (ii) the next annual general meeting.

The Committee may determine that an alternative vesting profile shall be applied to either the Initial Grant and/or the Annual Grant.

The Committee may adjust these grant levels if it considers appropriate taking into account any factors it deems relevant including, but not limited to, the responsibilities of the role and expected time commitment as well as appropriate market data.

Benefits

Designed to attract and retain high-calibre talent by offering benefits, where appropriate, which are relevant to the requirements of the role.

Non-Executive Directors may be reimbursed for out-of- pocket expenses (including any tax thereon).

Other benefits may be provided if considered appropriate.

No maximum limit set, although where benefits are provided to Non-Executive Directors, they will be provided at a level considered to be appropriate taking into account the individual circumstances.

Not applicable.

Policy for Executive Directors

Component

Purpose and link to strategy

Operation

Maximum opportunity

Performance measures

Salary

Designed to attract and retain high-calibre talent to deliver the Company’s strategy.

Reflects the responsibilities of the role as well as the individual’s skills, experience and performance.

The Committee shall review salaries at appropriate intervals, normally annually.

Salaries are set taking into account a number of factors including but not limited to:

•

Scope and responsibilities of the role

•

Skills and experience of the relevant individual

•

Individual and Company performance

•

Market competitiveness

•

General economic and market conditions

There is no maximum salary or salary increase.

While no formal performance conditions apply, an individual’s performance in role is taken into account in determining any salary increase.

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Component

Purpose and link to strategy

Operation

Maximum opportunity

Performance measures

Benefits

Designed to attract and retain high-calibre talent by offering a competitive benefits package reflective of the local market.

Benefits currently include health and dental insurance, short- and long-term disability cover and death in service benefits.

Other benefits may be introduced if, in the opinion of the Committee, it is considered appropriate to do so, taking into account individual circumstances, the country of residence of a Director, the benefits available to other employees and the wider external market. This may include, in certain circumstances, the provision of relocation or expatriation benefits.

Out-of-pocket expenses (including any tax thereon) incurred in connection with an individual’s role may be reimbursed.

The cost of the provision of benefits varies depending on the cost to the Company and there is no maximum limit set.

Not applicable.

Retirement benefits

Designed to attract and retain high-calibre talent by offering a competitive means of saving to deliver appropriate income in retirement.

The Company’s current Chief Executive Officer, the only current Executive Director, participates, similar to other US employees of the Company, in a 401(k) Plan. Contributions to the 401(k) Plan are eligible for matching contributions from the Company.

The Company operates different pension arrangements in other jurisdictions in which it operates. If in future any other Executive Director (including any future Chief Executive Officer) were to be appointed to the Board, alternative pension arrangements may be provided.

Under the 401(k) Plan, the Company will currently match contributions up to 5% of salary.

The maximum for any future pension provision would be set at the time of an Executive Director’s appointment.

Not applicable.

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Component

Purpose and link to strategy

Operation

Maximum opportunity

Performance measures

Annual cash bonus

Designed to incentivise and reward for performance in the relevant year against targets and objectives linked to the delivery of the Company’s strategy.

The annual cash bonus is subject to the achievement of targets and objectives which are reviewed and set by the Committee at the start of each year.

The full amount of any bonus earned, which will be determined by the Committee following the year end, will ordinarily be paid in cash.

No recovery provisions currently apply.

The annual cash bonus will not normally exceed 100% of base salary. Annual cash bonuses above this level may be provided if the Committee determined that exceptional circumstances apply.

For the Chief Executive Officer, the annual cash bonus opportunity is currently 55% of base salary.

Performance is normally measured over the financial year.

Performance measures and targets, including the weighting of such measures, are determined by the Committee each year taking into account the strategic priorities of the business.

The annual cash bonus will typically be subject to corporate objectives, which may be financial or strategic in nature. Individual objectives may also apply.

The Committee has discretion to amend the formulaic outcome should this not reflect the Committee’s assessment of overall business performance.

Equity awards

Designed to ensure Executive Directors have an interest in the long-term success of the Company through the facilitation of share ownership.

Aligns the interests of Executive Directors with those of shareholders.

Under the Share Award Plan 2021 (the “2021 Plan”), the Committee may grant equity-based (or cash-based) awards to the Executive Directors.

Awards may be granted in the form of restricted share units, options, share appreciation rights or other share- based awards. The Committee will determine the type of equity award, if any, to be granted to Executive Directors, which may include a combination of different awards.

The Committee will determine the specific terms and conditions which govern that award, including:

•

the vesting period

•

the exercise period (if relevant)

Equity awards are granted at the discretion of the Committee and in accordance with the limits set out in the rules of the 2021 Plan.

The aggregate number of shares initially available for issuance of awards under the 2021 Plan shall not exceed 3,675,680 Shares (the “Initial Limit”).

The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase at the beginning of each financial year (beginning on 1 January 2022) by 4% of the outstanding number of ordinary shares at the end of preceding financial

Equity awards are not currently subject to the achievement of performance conditions.

The Committee may determine that performance conditions will apply to future awards.

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Component

Purpose and link to strategy

Operation

Maximum opportunity

Performance measures

•

the exercise price (if relevant)

•

whether any performance conditions will apply and if so, the performance targets

•

any other conditions and restrictions as it may determine

In respect of any option granted, the exercise period will not exceed ten years from the date of grant.

No recovery provisions currently apply.

year, or such lesser number of shares as determined by the Committee (the “Annual Increase”).

The level of any grant of awards to Executive Directors will be determined by the Committee subject to the limits set out above.

All employee equity plans

Designed to encourage share ownership throughout the Company.

The Company currently operates an Employee Share Purchase Plan (“ESPP”) under which all eligible employees of the Company may purchase shares through payroll deductions. Executive Directors may participate in the ESPP in accordance with its rules and on the same basis as for other qualifying employees.

Executive Directors may participate in any other all employee equity plan as may be introduced from time to time. Any participation would be in accordance with the rules of the relevant plan and on the same basis as for other qualifying employees.

The limit on participation and the permitted discount of any purchased shares under the ESPP is set in accordance with the rules of the plan and as defined under relevant legislation.

The limit on participation and other relevant terms of any other all employee equity plan would be determined in accordance with the plan rules (and, where relevant, applicable legislation) and would be the same for the Executive Directors as for other relevant employees.

Not applicable.

Explanation of performance measures

The Committee determines performance measures that are appropriately stretching and linked to the delivery of the Company’s strategy. For the annual cash bonus, the Committee reviews and sets performance measures and targets at the start of each year based on the key strategic priorities and objectives of the business at that time.

No performance measures currently apply to equity awards. It is considered that the vesting and, where relevant, exercise period as well as delivery in shares provides alignment to the long-term success of the business. The Committee may determine that performance conditions apply to future awards. If this were to be the case, performance conditions would be determined by the Committee to support the Company’s long-term strategy and sustainable value creation.

The Committee may vary or substitute any performance measure if an event occurs which causes it to determine that it would be appropriate to do so (including to take account of acquisitions or divestments, a

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change in strategy or a change in prevailing market conditions), provided that any such variation or substitution is fair and reasonable and, in the opinion of the Committee, the change would not make the measure less demanding than the original measure would have been but for the event in question. If the Committee were to make such a variation, an explanation would be given in the next Directors’ Compensation Report.

Committee discretion

The Committee operates under powers delegated to it by the Board. In addition, it complies with rules that are either subject to shareholder or Board approval. The Committee has discretion in several areas of the Policy, which serves to ensure that the implementation of the compensation policy is fair, both to shareholders and the individual Director. Where appropriate, the extent of such discretion is set out in the relevant rules and Policy and it also includes certain aspects of the operation and administration of the incentive arrangements in which Directors participate, including the award and payment of any annual cash bonus and the grant and associated terms and conditions of any equity awards. Use of any discretion in relation to equity awards will be in accordance with the terms of the relevant plan and subject to any relevant legislation.

The Committee reserves the right to make any compensation payments and/or payments for loss of office (including exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy where the terms of the payment were agreed (i) before the Company’s first shareholder-approved Directors’ Compensation Policy came into effect; or (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of the Company. For these purposes “payments” includes the Committee satisfying awards of variable compensation and, in relation to an equity award, the terms of the payment are “agreed” at the time the award is granted.

The Committee may make minor amendments to the Policy (for regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation) without obtaining shareholder approval.

Illustrations of application of Compensation Policy

The following chart provide an illustration, for the Chief Executive Officer (currently the only Executive Director), of the application of the Policy for the year ending 31 December 2023. The chart shows the split of compensation between fixed pay and the annual cash bonus on the basis of minimum compensation, compensation receivable for performance in line with Company expectations and maximum compensation. The bar chart below does not include any value for equity-based award compensation. We do not believe it possible to reasonably quantify the value that might result from outstanding options and other equity based awards.

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			Fixed pay			Annual cash bonus
Minimum performance Performance in line with expectations Maximum performance			Base salary (being the latest known salary as of 1 January 2023), retirement benefits (being participation in the 401(k) Plan) and benefits (being the annualised value of those disclosed in the single figure table for the financial year ended 31 December 2022).			No bonus Cash bonus equal to 27.5% of salary Cash bonus equal to 55% of salary

Approach to compensation on recruitment

When hiring a new Executive Director, the Committee will typically align the compensation package with the policy table above taking into account the skills, experience and country of residence of the relevant individual as well as broader considerations such as market competitiveness. The Committee may however include other elements of compensation, as described below, which it considers appropriate.

Base salary will be set at a level appropriate to the role and the experience of the Executive Director being appointed. This may include agreement on future increases, in line with increased experience and / or responsibilities, subject to satisfactory performance, where it is considered appropriate. Benefits, including retirement benefits, will be provided in line with the policy table above and to reflect the local market. Where an Executive Director is required to relocate in order to take up the position, relocation benefits may be provided.

The maximum annual cash bonus will be in line with the approach outlined in the policy table above. Any equity award will be granted at the discretion of the Committee and in line with the policy table above.

In addition to the above, the Committee may make payments or awards to a new Executive Director to replace compensation arrangements forfeited in connection with leaving a previous employer (“replacement awards”). The Committee may, at its discretion, deem it appropriate to make an additional recruitment award (payable in either cash or equity) to a new Executive Director in order to attract an individual of the required calibre. Such a recruitment award would be subject to such terms and conditions as the Committee determines.

The maximum level of variable compensation that may be awarded on an ongoing basis to a new Executive Director (including the annual cash bonus and any equity awards) would be determined by the Committee on appointment. This would not include any amounts paid in relation to replacement awards or recruitment awards, which would be determined at the discretion of the Committee.

Where a position is filled internally, any ongoing compensation obligations or outstanding variable compensation will continue to be honoured in accordance with their terms.

Compensation for a newly appointed Non-Executive Director will be in line with the policy table above. In terms of equity awards, the Initial Grant will be made upon their election to the Board.

Service contracts and policy on payments for loss of office

Service contracts and letters of appointment are available for inspection at the Company’s registered office.

Non-Executive Directors

All Non-Executive Directors have letters of appointment with the Company which, subject to annual re-election by the Company’s shareholders at the AGM, provides for an initial tenure of office of three years

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from the date of commencement (the “Initial Period”). Thereafter, tenure of office shall continue until terminated on one month’s notice by either the Non- Executive Director or the Company.

Non-Executive Director	Service agreement Commencement Date	Appointment date	Unexpired tenure as at 31 December 2022
Robin Wright	2 August 2018	31 March 2021	Rolling period on reappointment
Karen Dawes	1 March 2021	31 March 2021	Rolling period on reappointment
Alex Hammacher	31 December 2019	31 March 2021	Rolling period on reappointment
Dr. Anne Phillips	1 March 2021	31 March 2021	Rolling period on reappointment
Pierre A Morgon	4 December 2017	31 March 2021 Reappointed on 15 June 2022	Rolling period on reappointment
Dr. Joseph Scheeren	22 March 2021	31 March 2021 Reappointed on 15 June 2022	Rolling period on reappointment

On termination of appointment, a Non-Executive Director will not be entitled to any compensation for loss of office save that in the event their tenure of office is terminated by the Company (other than in certain circumstances including those related to gross misconduct and a material breach of the terms of their letter of appointment) at a date earlier than the Initial Period. In such circumstances, a Non-Executive Director would normally be entitled to the continued payment of their fees, on the same basis had they continued in office until the end of the Initial Period.

Equity awards to Non-Executive Directors vest subject to continued service as a director. Therefore, on termination of appointment, any unvested equity awards granted to a Non-Executive Director would lapse. The exercise period for any vested but unexercised options would be reduced, unless otherwise determined, to twelve months from the date of cessation of office.

Executive Directors

Executive Directors typically have employment agreements under which, other than by termination in accordance with the terms of these agreements, employment continues indefinitely. The notice period for Executive Directors would not exceed twelve months.

Mr. William Enright is the only current Executive Director. He entered into a service agreement with the Company on 12 April 2021 and was appointed as Executive Director on 22 March 2021.

Generally, in the event of termination of employment, an Executive Directors’ service agreement would provide for continued payment of base salary and benefits for the duration of the notice period. The Company may elect to make a payment in lieu of notice, either in monthly instalments or as a lump sum, equivalent in value to base salary and benefits for any unexpired portion of the notice period.

In addition, in the case of Mr. William Enright, his employment agreement provides that if he is participating in the group health plans immediately prior to his termination and elects the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) health continuation, continuation of such group health coverage will be at the same rate as if he were an active employee, until the earliest of (i) the twelve month anniversary of his termination; (ii) he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (iii) the cessation of his continuation rights under COBRA.

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In respect of any variable compensation, treatment on termination of employment would be as set out below. Equity awards would be treated in accordance with the rules of the relevant plan.

	Annual cash bonus			Payment of any bonus will be determined by the Committee taking into account the terms of the relevant employment agreement. Payment will also consider the circumstances of the relevant individual’s departure and contribution to the business during the relevant financial year as well as their time in role. In the case of Mr. William Enright, his employment agreement provides that, in certain circumstances, if his termination of employment occurs following completion of the calendar year but prior to payment of the annual cash bonus, he would be entitled to receive such bonus.
	Equity awards			If an Executive Director ceases employment with the Group before the release date of a restricted share unit or the exercise of an option or share appreciation right, as a result of death or any other reason other than by reason of misconduct, to the extent that the award had not previously vested, it would vest and be released to the individual (or in the case of an option of share appreciation right, shall become exercisable) to the extent determined by the Committee, which may take into account such factors as it considers appropriate including (but not limited to): • the proportion of the period that has elapsed between the grant date and date when the award (or part of the award) would have vested had the participant remained in employment; and • the extent to which any conditions applying to the award (e.g., performance conditions) have been met. The exercise period for any vested but unexercised option or share appreciation right would be reduced, unless otherwise determined, to twelve months from the date of cessation of employment. If a Participant ceases to be a director or employee of a Group by reason of misconduct, before the release date of a restricted share unit or the exercise of an option or share appreciation right, the award, whether vested or not, shall lapse immediately.

The Company may also pay an amount considered to be reasonable by the Committee in respect of fees for legal and/or professional advice in connection with their cessation of office or employment of a departing Director and/or for outplacement support. The Committee reserves the right to make additional payments on termination of employment including where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such obligation) or by way of settlement or compromise of any claim arising in connection with the termination of a Director’s office or employment.

Change of control

The rules of the Company’s equity plans also make provision for the treatment of awards in respect of corporate activity, including a change of control of the Company. In such circumstances, the Committee would act in accordance with the rules of the relevant plan and the terms of specific awards, and may take into account such factors as it considers appropriate including (but not limited to) the proportion of the period that has elapsed between the grant date and date when the award (or part of an award) would have vested, and the extent to which any conditions applying to the award have been met.

In the case of Mr. William Enright, his employment agreement provides that, in lieu of the payments described above in respect of salary, benefits, and annual cash bonus, in the event that Mr. William Enright’s employment is terminated by the Company without cause or he resigns for good reason, in either case within twelve months following a change in control, subject to the execution and effectiveness of a general release of claims in the Company’s favour, he will be entitled to receive:

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•

a lump sum cash payment equal to 1.5 times the sum of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) plus his annual target bonus for the then-current year (or the annual target bonus in effect immediately prior to the change in control, if higher); and

•

continuation of group health coverage (provided he is participating in the group health plans immediately prior to his termination and elects COBRA health continuation) at the same rate as if he were an active employee, until the earliest of (i) the eighteenth month anniversary of his termination; (ii) he becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (iii) the cessation of his continuation rights under COBRA.

Mr. William Enright’s employment agreement further provides that in the event Mr. William Enright’s employment is terminated by us without cause or Mr. Enright resigns for good reason, in either case within twelve months following a change in control, then any outstanding time-based equity awards shall immediately accelerate and become fully vested and exercisable or non-forfeitable on the date of termination.

Policy for the compensation of employees and consideration of employment conditions elsewhere in the Company

The Company aims to provide all employees with a compensation package that is competitive and which is appropriate to promote the long-term success of the Company, while not paying more than is necessary. Generally, all employees will receive a base salary, benefits and a discretionary bonus subject to performance. In respect of the Executive Directors and other members of the senior management team, the compensation package is more heavily weighted towards variable pay and a greater proportion is delivered in equity. The Employee Share Purchase Plan, in which the majority of the Company’s employees can participate, was introduced to encourage share ownership throughout the Company.

The Committee does not formally consult with employees when determining Executive Director compensation, but does consider compensation arrangements for the broader employee population when setting the pay for the Executive Director, for example, the employee salary budget.

Consideration of shareholder views

This is the first Policy voted on by the Company’s shareholders, and approved at the 2022 Annual General Meeting. The views of the Company’s shareholders are important, and the Committee welcomes any feedback from shareholders or their advisors on the Company’s compensation arrangements. Any feedback received will be considered by the Committee as it develops the Company’s compensation framework and practices going forward.

Annual Compensation Report

The Annual Compensation Report, which will be subject to an advisory shareholder vote at the 2023 Annual General Meeting, sets out the compensation of the Executive Directors and Non-Executive Directors for the year ended 31 December 2022 as well as providing details on how the Policy will be implemented for the year ended 31 December 2023.

Where required, certain sections of this Report have been audited by the Company’s external auditors, PricewaterhouseCoopers LLP, and this is indicated where appropriate.

Compensation Committee

The members of the Committee are Dr. Anne Phillips, who chairs the Committee, Robin Wright, and Dr. Joseph Scheeren. All members of the Committee are Non-Executive Directors and considered independent, as defined in the applicable NASDAQ rules. Alex Hammacher was removed from the Compensation Committee in April 2022 as he was not considered to be independent, and therefore not able to participate per the NASDAQ rules. The Committee met 3 times during the year ended 31 December 2022. The attendees of the Compensation Committee meetings in 2022 were as follows:

Director			Attendance
Dr. Anne Phillips			3 of 3
Robin Wright(1)			2 of 2
Joseph Scheeren			3 of 3

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(1)

Robin Wright attended every meeting after joining the Compensation Committee in April 2022.

The primary objective of the Committee is to develop and implement compensation policies and plans that ensure the attraction and retention of key management personnel, the motivation of management to achieve the Company’s corporate goals and strategies, and the alignment of the interests of management with the long-term interests of the Company’s shareholders. Key functions of the Committee include:

•

annually reviewing and approving the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

•

reviewing and approving the compensation of our other executive officers;

•

reviewing and establishing our overall management compensation, philosophy and policy;

•

overseeing and administering our compensation and similar plans;

•

evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;

•

reviewing and recommending to the board of directors our policies and procedures for the grant of equity-based awards;

•

reviewing and recommending to the board of directors the compensation of our directors;

•

preparing our compensation committee report if and when required by SEC rules;

•

reviewing and discussing annually with management our “Compensation Discussion and Analysis,” if and when required, to be included in our annual proxy statement; and

•

reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters.

In 2022, the Compensation Committee retained the services of Radford, which is part of the Rewards Solutions practice at Aon plc, an independent compensation consultant, to assist the Compensation Committee with respect to compensation actions in 2022 with the goal of ensuring that our compensation arrangements for our Chief Executive Officer, our other senior executive officers and our non-executive directors were competitive. Radford provided data from comparable publicly traded biotechnology companies and otherwise assisted the Compensation Committee in its design of competitive compensation for our Chief Executive Officer, senior executives and non-executive directors. The Compensation Committee expects to continue to use compensation consultants to assist the Compensation Committee in determining competitive levels of executive and non-executive compensation and specific design elements of our executive compensation program and non-executive directors’ compensation program. The Compensation Committee continued to retain Radford through 2022 and 2023 in order to ensure that our compensation arrangements are competitive for 2023. The fees paid to Radford in respect of these services for the year ended 31 December 2022 amounted to £20 thousand. No other services were provided by Radford. After review and consultation with Radford, the Compensation Committee determined that Radford is independent and that there is no conflict of interest resulting from retaining Radford in 2022 or in 2023. In reaching these conclusions, our Compensation Committee considered the factors set forth in the SEC rules and the applicable Nasdaq rules.

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Single total figure of compensation (audited)

The following table sets out the single total figure of compensation for Executive and Non-Executive Directors of the Company for the year ended 31 December 2022, along with the comparatives for the 9-months ended 31 December 2021.

	Period		Salary and fees(1),(2) ($’000)		Taxable benefits(3) ($’000)		Annual cash bonus(4) ($’000)		Long-term equity awards(5) ($’000)		Pension(6) ($’000)		Total ($’000)		Total fixed(7) ($’000)		Total variable(7) ($’000)
Executive Director
William Enright		2022		569		47		291		—		9		916		625		291
William Enright		2021		396		34		179		—		7		616		437		179
Non-Executive Directors
Robin Wright		2022		81		—		—		—		—		81		81		—
Robin Wright		2021		65		—		—		—		—		65		65		—
Karen Dawes		2022		48		—		—		—		—		48		48		—
Karen Dawes		2021		40		—		—		—		—		40		40		—
Alex Hammacher		2022		39		—		—		—		—		39		39		—
Alex Hammacher		2021		35		—		—		—		—		35		35		—
Dr. Anne Phillips		2022		47		—		—		—		—		47		47		—
Dr. Anne Phillips		2021		39		—		—		—		—		39		39		—
Pierre A Morgon		2022		51		—		—		—		—		51		51		—
Pierre A Morgon		2021		43		—		—		—		—		43		43		—
Dr. Joseph Scheeren		2022		46		—		—		—		—		46		46		—
Dr. Joseph Scheeren		2021		38		—		—		—		—		38		38		—

(1)

Mr. William Enright’s annual base salary increased to $585,756 on 1 July 2022 as a result of a decision by the Committee to increase salary in response to the cost-of-living crisis.

(2)

Non-Executive Directors are paid in Pound Sterling. The figure in the table above reflects the actual amount earned by Non-Executive Directors from appointment date of 31 March 2021. These values have been converted to US Dollars using the average exchange rate of £0.8084 to $1.00 in 2022, and the average exchange rate of £0.7269 to $1.00 in 2021.

(3)

Taxable benefits for Mr. William Enright relate solely to the provision of health insurance.

(4)

The figure in the table above reflects the actual amount earned by Mr. William Enright in the period presented. The bonus amount was paid in February of the subsequent year.

(5)

There were no performance obligations linked to the long-term equity awards. The value of long-term equity awards in the table is based on the market value of the underlying shares at the grant date, less the applicable exercise price, which is nil because the exercise price is equal to the market value of the underlying shares are at the date of grant.

(6)

Mr. William Enright participates in a 401(k) Plan under which he receives matching contributions from the Company.

(7)

Total fixed compensation is the aggregate value of salary / fees, taxable benefits and pension. Total variable compensation is the aggregate value of any annual cash bonus and long-term equity awards.

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Annual cash bonus for the year ended 31 December 2022

For the year ended 31 December 2022, Mr. William Enright was eligible for an annual cash bonus based on performance against a range of corporate objectives. These corporate objectives were determined by the Committee taking into account the strategic priorities of the business at the start of the financial year. Corporate objectives related to:

Clinical (40% weighting)

•

Successful progression of clinical studies including the those in the VTP-300 program, the VTP-200 program and the VTP-850 program

Manufacturing (15% weighting)

•

Development of materials and data to support all ongoing clinical studies

•

Progress in relation to specific manufacturing projects

Research & Development (15% weighting)

•

Development of new platforms

•

Securing new funding

•

Publication in peer-reviewed journals

Business development (10% weighting)

•

Research collaborations

•

Continued expansion of partnerships and out-licenses

Finance (10% weighting)

•

Ensuring sufficient capitalization of the company

•

Implementing systems to support public filing

•

Cost control

Corporate (10% weighting)

•

Integration and setup of US and UK teams

•

Relocation of corporate headquarters

•

Commencing environmental, social and governance initiatives

Following the year end, the Committee considered performance against each of the corporate objectives, and overall, it was determined that the annual cash bonus would pay out at 85% of maximum in respect of performance in the year.

The Chief Executive Officer’s maximum annual cash bonus opportunity is based on 55% of salary for the year ended 31 December 2022 and the overall outcome (at 93% of personal objective achieved), is reflected in the value included in the ‘single total figure of compensation’ table above.

The Non-Executive Directors do not receive annual cash bonus awards.

Scheme interests granted in the year ended 31 December 2022 (audited)

Executive Director

The Executive Director was granted an award of options which will vest over a three-year period, subject to continued service only, vesting in three equal annual instalments from the anniversary of the vesting date.

Executive Director

Grant date

Type of
scheme interest
awarded

Number of
scheme
interests
awarded

Exercise
price
($)

Face value
of award
($’000)

Vesting period

Percentage
vesting at end of
vesting period

William Enright

14 March 2022

Options

359,605

11.12

3,999

3 years ending
3 January 2025

100%

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Non-Executive Directors

Each Non-Executive Director was granted an award of options which will vest over a three-year period, subject to continued service only, with one third vesting on the first anniversary of grant and the remainder vesting in equal monthly instalments over the following two years.

Director	Grant date	Type of scheme interest awarded	Number of scheme interests awarded		Exercise price ($)		Face value of award ($’000)		Vesting period	Percentage vesting at end of vesting period
Robin Wright	15 June 2022	Options		18,604		4.27		79	3 years ending 15 June 2025		100%
Karen Dawes	15 June 2022	Options		18,604		4.27		79	3 years ending 15 June 2025		100%
Alex Hammacher	15 June 2022	Options		18,604		4.27		79	3 years ending 15 June 2025		100%
Dr. Anne Phillips	15 June 2022	Options		18,604		4.27		79	3 years ending 15 June 2025		100%
Pierre A Morgon	15 June 2022	Options		18,604		4.27		79	3 years ending 15 June 2025		100%
Dr. Joseph Scheeren	15 June 2022	Options		18,604		4.27		79	3 years ending 15 June 2025		100%

Statement of Directors’ shareholding and share interests (audited)

The share interests of Directors and their connected persons at 31 December 2022 are set out in the following table. No performance conditions apply to any share interests awarded to Directors.

	Shareholding at 31 December 2022		Unvested shares		Unvested options		Vested but unexercised options		Options exercised in the year
Executive Director
William Enright		1,258,377		—		477,025		58,710		—
Non-Executive Directors
Robin Wright		34,506		—		51,995		31,837		—
Karen Dawes		1,700		—		41,489		11,443		—
Alex Hammacher		3,000		—		41,489		11,443		—
Dr. Anne Phillips		3,000		—		41,489		11,443		—
Pierre A Morgon		10,506		—		51,995		31,837		—
Dr. Joseph Scheeren		13,000		—		41,489		11,443		—

Payment to past directors and for loss of office (audited)

There have been no payments made to former directors and no payments made for loss of office during the financial year ended 31 December 2022 (2021: nil).

External directorships of executive director

In January 2022, the CEO was appointed as a non-executive director of Gravitas Therapeutics, Inc.

In February 2023, the CEO was appointed as a non-executive director of BullFrog AI, Inc.

Performance graph and table

The following chart shows the Company’s performance as measured by total shareholder return (“TSR”) compared with the performance of the SPDR S&P BIOTECH ETF. Performance is shown for the

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twelve month period ending 31 December 2022. The SPDR S&P BIOTECH ETF has been chosen as it provides a comparison to companies in the biotechnology sector with a similar market capitalisation to the Company. TSR is the measure of the returns that the Company has provided for its shareholders, reflecting share price movements and assuming reinvestment of dividends.

A table, accompanying the chart, sets out the total compensation for the Chief Executive Officer over the same period.

			2022
Executive Director			Mr. William Enright
Single total figure of compensation ($’000)			2,150
Annual cash bonus pay-out (% of maximum)			93%
Long-term equity award vesting(1) (% of maximum)			100%

(1)

Equity awards granted in the year are not subject to future performance conditions.

Chief Executive Officer pay ratio

The Company has 74 employees in the UK as of 31 December 2022, and therefore falls below the threshold of 250 employees for the requirement to disclose the Chief Executive Officer pay ratio.

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Relative importance of spend on pay

The table below sets out the actual spend on pay for all employees as well as distributions to shareholders by way of dividends and share buy-backs.

	Year ended December 31, 2022		9-months ended December 31, 2021		% Change
Employee costs ($’000)		26,391		25,267		4%
Dividends and share buy-backs ($’000)		—		—		0%

Percentage change in compensation of directors and employees

The table below illustrates the increase in salary, benefits and annual bonus for the executive director, the non-executive directors as a whole and that of the Company’s employees as a whole between financial year ended 31 December 2022 and the 9-month period ended 31 December 2021, respectively.

	Base Salary		Annual bonus		Taxable benefits
CEO(1)		44%		63%		38%
Non-executive directors(2)		20%		—		—
Average percentage change of all employees(3)		33%		85%		145%

(1)

The change in base salary, annual bonus and taxable benefit is partly due to financial period 2021 only including compensation from the date of director appointment on 22 March 2021.

(2)

The change in base salary and annual bonus is due to financial period 2021 including compensation from the date of director appointment on 31 March 2021. There were no changes to non-executive director fees in 2022.

(3)

Average percentage change of all employees is calculated based on the number of employees at 31 December 2022 and 2021, respectively.

Implementation of the Directors’ Compensation Policy for the year ending 31 December 2023

There have been no significant changes in the way that the compensation policy will be implemented in the 2023 financial year compared to how it was implemented in the 2022 financial year. There have been no deviations from the procedures for the implementation of the compensation policy set out in that policy.

Executive Director

Salary — The Committee reviewed Mr. William Enright’s salary and approved a 4% inflationary increase to $610,000 for the year ending 31 December 2023.

Benefits — Benefits, including retirement benefits, will continue to be provided in line with the Directors’ Compensation Policy in 2023.

Annual cash bonus — The overall annual cash bonus framework will be consistent with prior year, with any payment to Mr. William Enright based on performance against a range of corporate objectives. Mr. William Enright’s maximum annual cash bonus opportunity will remain unchanged at 55% of salary.

Equity awards — In January 2023, the Committee approved a grant of options to Mr. William Enright. As a result, 440,000 options were granted, with an exercise price of $2.40, vesting in three equal annual instalments from the anniversary of the vesting date.

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Non-Executive Directors

Annual fees for Non-Executive Directors remain unchanged for 2023.

Annual Retainer for Board Membership
Annual service on the Board of Directors	£	30,000
Additional compensation for service as Non-Executive Chair of the Board	£	22,000
Additional Annual Retainer for Committee Membership
Annual service as Chair of the Audit Committee	£	11,000
Annual service as member of the Audit Committee (other than Chair)	£	5,500
Annual service as Chair of the Compensation Committee	£	8,000
Annual service as member of the Compensation Committee (other than Chair)	£	4,000
Annual service as Chair of the Nomination and Corporate Governance Committee	£	6,000
Annual service as member of the Nomination and Corporate Governance Committee (other than Chair)	£	3,000

In addition, in line with the Directors’ Compensation Policy, a grant of options will be made to each Non-Executive Director who will continue in role following the 2023 Annual General Meeting. Full details of these awards will be made in next year’s compensation report.

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22880 Vaccitech plc VIF 2023 Annual General Meeting ofVaccitech plcDate: Thursday, May 11, 2023 at 1:00 p.m. London Time (8:00 a.m. Eastern Time)See Voting Instruction On Reverse Side.Please make your marks like this: x Use pen only Please Sign Here Please Date Above Please Sign Here Please Date Above Please separate carefully at the perforation and return just this portion in the envelope provided. Authorized Signatures - This section must becompleted for your instructions to be executed.EVENT #CLIENT #All votes must be received by 5:00 p.m. London Time(12:00 p.m. Eastern Time) on Wednesday, May 3, 2023.Copyright © 2023 Mediant Communications Inc. All Rights ReservedPROXY TABULATOR FORVACCITECH PLCP.O. BOX 8016CARY, NC 27512-9903For Against Withheld1. To re-elect as a director Karen T. Dawes, who retires byrotation in accordance with the Company’s Articles ofAssociation.2. To re-elect as a director Anne M. Phillips, who retires byrotation in accordance with the Company’s Articles ofAssociation.3. To re-appoint PricewaterhouseCoopers LLP, as U.K. statutoryauditors of the Company, to hold office until the conclusion ofthe next annual general meeting of shareholders.4. To ratify the appointment of PricewaterhouseCoopers LLP asthe Company’s independent registered public accounting firmfor the fiscal year ending December 31, 2023.5. To authorize the Audit Committee to determine the Company’sauditors’ remuneration for the fiscal year ending December 31,2023.6. To receive the U.K. statutory annual accounts and reports forthe fiscal year ended December 31, 2022 and to note that theCompany’s directors do not recommend the payment of anydividend for the fiscal year ended December 31, 2022.7. To receive and approve on an advisory basis the Company’sU.K. statutory directors’ compensation report for the fiscal yearended December 31, 2022, which is set forth in Annex A to theCompany’s proxy statement.THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”PROPOSALS 1 THROUGH 7 2023 Annual General Meeting ofVaccitech plcto be held on Thursday, May 11, 2023for Holders as of Friday, March 24, 2023 This proxy is solicited on behalf of the Board of Directors of Vaccitech plc• Mark, sign and date your Voting Instruction Form.• Detach your Voting Instruction Form.• Return your Voting Instruction Form in thepostage-paid envelope provided.MAIL EVENT # CLIENT #

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VACCITECH PLC

Form of Proxy for the 2023 Annual General Meeting

This proxy is solicited by the Board of Directors

I/We,

(name in full in block capitals)

being a member/members of Vaccitech plc (the “Company”) hereby appoint the Chair of the meeting (see note 1 below)

as my/our proxy to attend, speak and vote for me/us and on my/our behalf in relation to all ordinary shares of the Company that I/we am/are entitled to vote (unless otherwise specified in accordance with note 6 below) at the Annual General Meeting of the Company to be held at Goodwin Procter (UK) LLP, 100 Cheapside, London, EC2V 6DY on Thursday, May 11 2023 at 1:00 pm, (London Time) and at any adjournment thereof, on the following resolutions as indicated by an ‘X’ in the appropriate box:

Ordinary Resolutions	For	Against	Withheld (See note 9)
1. To re-elect as a director, Karen T. Dawes, who retires by rotation in accordance with the Company’s Articles of Association	☐	☐	☐
2. To re-elect as a director, Anne M. Phillips, who retires by rotation in accordance with the Company’s Articles of Association	☐	☐	☐
3. To appoint PricewaterhouseCoopers LLP as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders	☐	☐	☐
4. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023	☐	☐	☐
5. To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2023	☐	☐	☐
6. To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2022 and to note that the Company’s directors do not recommend the payment of any dividend for the fiscal year ended December 31, 2022	☐	☐	☐
7. To receive and approve on an advisory basis the Company’s U.K. statutory directors’ compensation report for the fiscal year ended December 31, 2022	☐	☐	☐

Signature

Dated

2023

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Notes:

You may if you wish strike out the words “Chair of the meeting” and insert the name of some other person to act as your proxy in the space provided. All amendments to this form must be initialed. If you sign and return this form with no name inserted in the space the Chair of the meeting will be deemed to be your proxy. A proxy need not be a member of the Company but must attend the Meeting. Where someone other than the Chair is appointed as a proxy the member appointing him/her is responsible for ensuring that they attend the Meeting and are aware of his/her voting intentions. If a member wishes his/her proxy to speak on his/her behalf at the Meeting, he/she will need to appoint someone other than the Chair and give his/her instructions directly to them.

A member entitled to attend, speak and vote at the Meeting is entitled to appoint a proxy or proxies to exercise all or any of his/her rights to attend, speak and to vote at the Meeting instead of him/her. A proxy can only be appointed by following the procedure set out in these notes and the notes to the Notice of Annual General Meeting.

Completion and return of a form of proxy will not preclude a member from attending, speaking and voting at the Meeting or any adjournment thereof in person. If a proxy is appointed and the member attends the Meeting in person the proxy appointment will automatically be terminated.

To be valid this form of proxy must be completed and lodged with the Registrars of the Company, Computershare, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom not less than 48 hours (excluding non-business days) before the time fixed for the Meeting and in the event of adjournment not less than 48 hours (excluding non-working days) before the time fixed for the Meeting together with, if appropriate, the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power or authority. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

In the case of joint holders, signature of any one holder will be sufficient, but the names of all the joint holders should be stated. The vote of the senior holder who tenders the vote whether in person or by proxy will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the Company’s relevant register or members for the certificated or uncertificated shares of the Company (as the case may be) in respect of the joint holding.

A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please sign and date the form of proxy and attach a schedule listing the names and addresses (in block letters) of all of your proxies, the number of shares in respect of which each proxy is appointed (which, in aggregate, should not exceed the number of shares held by you) and indicating how you wish each proxy to vote or abstain from voting. If you wish to appoint the Chair as one of your multiple proxies, simply write “the Chair of the Meeting”.

If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

The appointment under this form of proxy may be terminated by the member prior to the commencement of the meeting (or any adjournment of the meeting). To be valid, the notice of termination of the authority of the person appointed to act as proxy must be deposited at the offices of the Company’s registrar, Computershare, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom not less than 48 hours (not including non-business days) before the time fixed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be).

Please indicate with an “X” in the appropriate boxes how you wish your votes on the resolutions to be cast. Unless otherwise instructed, your proxy may vote or abstain from voting as he/she thinks fit. The vote “Withheld” option is to enable you to abstain on any particular resolution. A withheld vote is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.

10.

You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.

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11.

Only those members registered in the register of members of the Company at 6:30 p.m. London Time (1:30 p.m. Eastern Time) on May 9, 2023 will be entitled to attend and vote (whether in person or by proxy) at the Annual General Meeting in respect of the number of ordinary shares registered in their name at the time.

The shares represented by this proxy, when properly executed, will be voted in accordance with the specifications indicated herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.