DEF 14A of Inovio Pharmaceuticals, Inc., Apr 11, 2024

DEF 14A of Inovio Pharmaceuticals, Inc.

Filed Apr 11, 2024 · FY20230001055726-24-000014

Open on EDGAR

  1. Information Regarding Directors

    Information Regarding Directors The information set forth below as to the nominees for director has been furnished to us by the nominees. Nominees for Election to Our Board

  2. Information Regarding Directors

    | Name | Present Position with the Company | | Simon X. Benito | Chairman of the Board of Directors | | Roger D. Dansey, M.D. | Director | | Ann C. Miller, M.D. | Director | | Jacqueline E. Shea, Ph.D. | President, Chief Executive Officer and Director | | Jay P. Shepard | Director | | David B. Weiner, Ph.D. | Director | | Wendy L. Yarno | Director | | Lota S. Zoth | Director |

  3. Information Regarding Directors

    | Inovio Pharmaceuticals, Inc. | 4 | 2024 Proxy Statement |

  4. Information Regarding Directors

    | | Simon X. Benito | Age: 79 | Director Since: 2003 | | | Prior to his retirement, Mr. Benito had a successful and extensive career serving several multinational corporations in senior executive positions, including 25 years at Merck & Company, Inc. His most recent positions included Senior Vice President, Merck Vaccine Division; Executive Vice President, Merck-Medco Managed Care; and Executive Director and Vice President, Merck Human Health, Japan. In addition, Mr. Benito was a Fellow of the Institute of Chartered Accountants in England and Wales for over 30 years until his retirement in 1999. From 2005 to 2022, Mr. Benito served as a director of DURECT Corporation, a publicly held specialty pharmaceutical company. | | | | | Mr. Benito qualifies to serve on our Board as he brings to our Board formal accounting and financial training and expertise, significant public company board experience, senior management experience in the health care industry, and important industry contacts. | | |

  5. Information Regarding Directors

    | | Roger D. Dansey, M.D. | Age: 68 | Director Since: 2021 | | | Dr. Dansey currently serves as the Chief Development Officer for Pfizer Oncology following Pfizer's acquisition of Seagen, a global biotechnology company, in December 2023. He served as President, Research and Development at Seagen from November 2022 to December 2023 and was previously the Chief Medical Officer at Seagen starting in 2018. He also served as interim Chief Executive Officer of Seagen from May 2022 until November 2022. From 2015 to April 2018, Dr. Dansey was Therapeutic Area Head for Late-Stage Oncology at Merck & Co., Inc., where he was responsible for registration efforts for Keytruda® (pembrolizumab) across multiple tumor types. Earlier in his career, Dr. Dansey was the Vice President of Oncology Clinical Research at Gilead Sciences and the Global Development Lead for Xgeva® (denosumab) at Amgen, where he held multiple roles in oncology and hematology. Dr. Dansey currently serves on the board of directors of the publicly held company Kronos Bio, Inc. He holds an M.D. from the University of Witwatersrand in Johannesburg, South Africa. | | | | | Dr. Dansey qualifies to serve on our Board given his extensive experience in cancer drug development, deep oncology background, his clinical training and leadership experience. | | |

  6. Information Regarding Directors

    | | Ann C. Miller, M.D. | Age: 66 | Director Since: 2019 | | | Dr. Miller worked at Sanofi S.A. from 2012 until her retirement in 2018, serving as Vice President of Marketing and Vice President of Global Marketing, Oncology Division. From 2009 to 2011, Dr. Miller served as Senior Vice President at Eisai Co., Ltd. leading the Primary Care and Specialty Business unit and then Pharmaceutical Services. Dr. Miller previously served in management roles in global and U.S. marketing at Amgen, Inc. for five years and in positions of increasing responsibility at Merck & Co., Inc. over 16 years. Dr. Miller previously served on the boards of directors of the publicly held companies Allena Pharmaceuticals from October 2020 to January 2023 and Puma Biotechnology, Inc. from November 2019 to December 2021. Dr. Miller received an M.D. from the Duke University School of Medicine and a B.A. in chemistry, summa cum laude, from Duke University. | | | | | Dr. Miller qualifies to serve on our Board as a result of her years of commercial experience in the biopharmaceutical industry and her clinical training. | | |

  7. Information Regarding Directors

    | Inovio Pharmaceuticals, Inc. | 5 | 2024 Proxy Statement |

  8. Information Regarding Directors

    | | Jacqueline E. Shea, Ph.D. | Age: 58 | Director Since: 2022 | | | Dr. Shea has served as our Chief Executive Officer since May 2022 and previously served as our Chief Operating Officer from March 2019 until her appointment as Chief Executive Officer. Prior to joining us, Dr. Shea served as Chief Executive Officer of Aeras, a nonprofit organization developing tuberculosis vaccines, from 2015 to 2018, and as its Chief Operating Officer from 2014 to 2015. Dr. Shea previously served as Vice President of Business Development, Europe for Emergent BioSolutions Inc. from 2013 to 2014, having previously served as Senior Director of Business Development for Emergent BioSolutions from 2005 to 2008. She was Vice President and General Manager of The Oxford-Emergent Tuberculosis Consortium, a global health joint venture formed between Oxford University and Emergent BioSolutions, from 2008 to 2013. She started her career as a post-doctoral researcher at Imperial College, London. Dr. Shea holds a Ph.D. from the National Institute for Medical Research, London, and a B.Sc. Hons. in Applied Biology from the University of Bath, U.K. | | | | | Dr. Shea qualifies to serve on our Board given her broad scientific and biopharmaceutical industry experience and her experience as our Chief Executive Officer and previously as our Chief Operating Officer. | | |

  9. Information Regarding Directors

    | | Jay P. Shepard | Age: 65 | Director Since: 2020 | | | Mr. Shepard currently serves as a Venture Partner with Catalys Pacific, a venture group focused on licensing drug programs and creating new companies in the United States and Japan. In this role, he is a co-founder and board member of two of its portfolio companies, Pathalys Pharma, Inc. and Aculys Pharma, Inc. Mr. Shepard previously was President and Chief Executive Officer of Aravive, Inc. (formerly Versartis, Inc.), a clinical-stage oncology company, from 2015 to January 2020, when he retired. From 2013 to 2015, Mr. Shepard was Executive Chairman of Versartis. From 2008 until 2015, Mr. Shepard was an Executive Partner at Sofinnova Ventures, a venture capital firm focused on the healthcare industry. From 2010 to 2012, Mr. Shepard served as President and Chief Executive Officer and was a member of the board of directors of NextWave Pharmaceuticals, Inc., a specialty pediatric pharmaceutical company that was acquired by Pfizer. Between 2005 and 2008, Mr. Shepard served as interim President and Chief Executive Officer of the pharmaceutical companies Ilypsa, Inc. (acquired by Amgen) and Relypsa (Ilypsa, Inc.’s spin-out company, which was acquired by Galencia). Mr. Shepard was also vice president of commercial operations at Telik, Inc. and oncology business unit head of Alza Pharmaceuticals (acquired by Johnson & Johnson). He currently serves on the boards of directors of the publicly held companies Esperion Therapeutics, Inc. and Ironwood Pharmaceuticals, Inc. as well as chairman of the board of the Christopher and Dana Reeve Foundation. Mr. Shepard holds a B.S. in Business Administration from the University of Arizona. | | | | | Mr. Shepard qualifies to serve on our Board as a result of his years of healthcare and financial experience. | | |

  10. Information Regarding Directors

    | Inovio Pharmaceuticals, Inc. | 6 | 2024 Proxy Statement |

  11. Information Regarding Directors

    | | David B. Weiner, Ph.D. | Age: 68 | Director Since: 2016 | | | Since 2016, Dr. Weiner has served as Executive Vice President and Director of the Vaccine Center at The Wistar Institute, the nation’s first independent biomedical research institute, which is also an NCI-designated Cancer Center and an international leader in cancer, immunology and infectious disease research. Dr. Weiner is also the W. W. Smith Charitable Trust Professor of Cancer Research at The Wistar Institute. Previously, Dr. Weiner was Professor of Pathology & Laboratory Medicine at the University of Pennsylvania and Chair of the Gene Therapy and Vaccine Program at the University’s Perelman School of Medicine. He has more than 500 peer-reviewed publications in scientific journals, including mainstream scientific journals such as Scientific American, and has been designated by the Institute for Scientific Information as one of the top-cited scientists in the world. An inventor and holder of more than 100 issued and pending U.S. patents, Dr. Weiner has received numerous honors including election as a fellow to the American Association for the Advancement of Science in 2011 and the International Society for Vaccines in 2012. He was the recipient of the NIH Director’s Transformative Research Award and received the Vaccine Industry Excellence Award for Best Academic Research Team in 2015 at the World Vaccine Congress. Dr. Weiner was honored with the prestigious Hilleman Lectureship in 2015 at the Children’s Hospital of Philadelphia Grand Rounds session and received a Stone Family Award from Abramson Cancer Center for his groundbreaking work on DNA vaccines for cancer immune therapy. Dr. Weiner holds a Ph.D. in developmental biology from the University of Cincinnati College of Medicine, an M.S. in biology from the University of Cincinnati and a B.S. in biology from SUNY at Stony Brook in Stony Brook, New York. | | | | | Dr. Weiner qualifies to serve on our Board as he is a recognized leader in immunology as well as in gene vaccines and therapy. | | |

  12. Information Regarding Directors

    | | Wendy L. Yarno | Age: 69 | Director Since: 2017 | | | Ms. Yarno retired in 2008 from Merck & Company, Inc. following a 26-year career in commercial and human resource positions of increasing seniority, ending as Chief Marketing Officer. Ms. Yarno also spent part of her career at Johnson & Johnson, Inc. in commercial positions. Ms. Yarno currently serves on the boards of directors of the publicly held companies Ideaya Biosciences, Inc., Iovance Biotherapeutics, Inc. and Tarsus Pharmaceuticals, Inc. Within the last five years, Ms. Yarno served on the boards of directors of the publicly held companies Global Blood Therapeutics, Inc., MyoKardia, Inc., Alder Biopharmaceuticals, Inc. and Aratana Therapeutics, Inc. Ms. Yarno holds a B.S. in Business Administration from Portland State University and an M.B.A. from Temple University. | | | | | Ms. Yarno qualifies to serve on our Board as a result of her years of experience in the pharmaceutical industry. | | |

  13. Information Regarding Directors

    | Inovio Pharmaceuticals, Inc. | 7 | 2024 Proxy Statement |

  14. Information Regarding Directors

    | | Lota S. Zoth | Age: 64 | Director Since: 2019 | | | Ms. Zoth currently serves on the boards of directors of the publicly held biopharmaceutical companies Lumos Pharma, Inc., 89bio, Inc., and enGene Holdings, Inc. Within the last five years, she also served on the boards of directors of the public companies Zymeworks, Inc., Spark Therapeutics, Inc., and Orexigen Therapeutics, Inc. (which was granted relief under Chapter 11 of the U.S. Bankruptcy Code in 2019). Prior to her board service, she served in senior financial roles in a variety of commercial-stage companies, including serving as MedImmune Inc.’s corporate controller from 2002 to 2004 and its chief financial officer from 2004 until its acquisition by AstraZeneca in 2007. Prior to joining MedImmune in 2002, Ms. Zoth served in financial executive roles at PSINet Inc., Sodexho Marriott Services, Inc., Marriott International and PepsiCo, Inc. Ms. Zoth also served as an auditor at Ernst & Young, LLP and is a Certified Public Accountant. Ms. Zoth holds a B.B.A. in accounting from Texas Tech University. | | | | | Ms. Zoth qualifies to serve on our Board as a result of her years of experience in senior financial roles in a variety of commercial-stage companies over a 40-year career. | | |

  15. Information Regarding Directors

    | Our Board unanimously recommends that you vote “FOR” each nominee listed above. The proxy holders will vote your proxy in that manner unless you specify otherwise on the accompanying proxy card. |

  16. Our Executive Compensation Program

    Our Executive Compensation Program Program Objectives We design our executive compensation program to achieve the following objectives: •Motivate and reward executives whose knowledge, skills and performance are essential to our success; •Align the performance of our executives and the interests of our stockholders; •Recruit and retain executive talent; and •Support the corporate business strategy and business plan by rewarding achievement based on our expectations for results and attainment of short-term and long-term goals by our executives. 2023 Say-on-Pay Vote At our annual meeting of stockholders in 2023, 64% of the votes cast on the say-on-pay proposal supported the proposal, which was slightly lower than the 70% level of support for this proposal at our 2022 annual meeting and 79% at our 2021 annual meeting. Our Board and our Compensation Committee value the opinions of our stockholders, and we believe that it is important for our stockholders to have an opportunity to vote on this proposal annually. In addition to our annual advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues. Stockholder Engagement While the Compensation Committee views the vote results of the past say-on-pay vote as indicative of support, the Committee also recognizes that a substantial minority of stockholders were expressing concern with their votes, with that minority increasing over the last several years. The Compensation Committee has authorized members of our management team to reach out to and engage with stockholders. Over the course of 2022 and 2023, we reached out to stockholders holding approximately 40% of our shares outstanding in the aggregate. We received responses from six stockholders, holding approximately 25% of our shares outstanding and engaged with two of these stockholders together holding approximately 10% of our shares outstanding. Stockholders expressed support for our compensation program and corporate governance, indicating a preference that the Compensation Committee implement equity awards tied to multi-year, rigorous performance metrics, with one stockholder expressing a specific preference for relative performance metrics in long-term incentives. While the Compensation Committee believes that an equity incentive focused on inherently performance-based stock options with moderate use of time-based RSUs is appropriate for our restructuring and growth strategy, the Committee is continually evaluating equity grant practices to determine if the use of performance metric linked RSUs would be appropriate for our corporate strategy. Our Compensation Committee has considered the results of the advisory vote in the context of our overall compensation philosophy, policies and decisions, as well as the relatively low stockholder interest in engaging with the company to express specific concerns about our compensation program. Based on feedback from stockholders, we believe that a primary reason for the lower support in 2023 was the compensation paid to our former Chief Executive Officer, Dr. Joseph Kim, in connection with his separation from our company in May 2022. The Compensation Committee believed that because the one-time compensation paid to Dr. Kim was individually negotiated and specifically took into account his long tenure with our company, it is not representative of our ongoing executive compensation philosophy with respect to our current executive officers. Taking the investor feedback and these other factors into account, the Committee generally maintained a consistent course for the 2023 compensation for our named executive officers. Compensation Process

  17. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties. The Compensation Committee has the authority to engage advisers to assist the committee in carrying out its duties. The Compensation Committee has engaged the Human Capital Solutions practice of Aon, a division of Aon plc (“Aon”), an independent compensation consultant, to provide information on compensation trends and practices and to assist in evaluating our executive compensation policy and programs. The Compensation Committee engaged Aon in 2023 for compensation consulting services. To facilitate the Compensation Committee’s review and decision making for the overall compensation strategy, Aon provided the Compensation Committee with a peer group proxy study, general biopharma industry market data, benchmarks and recommendations for equity awards for executives. Aon does not provide services to our management without the Compensation Committee’s approval, but has been directed by the Compensation Committee to work in cooperation with management as necessary to gather information to carry out its obligation to the Compensation Committee. The Compensation Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Aon from serving as an independent consultant to the Compensation Committee. While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions about compensation matters.

  18. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for 2023 and 2022.

  19. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jacqueline E. Shea, Ph.D. President and Chief Executive Officer | 2023 | 750,615 | 491,873 | 812,999 | 371,280 | 12,141 | 2,438,908 | | | 2022 | 729,758 | 1,171,474 | 1,268,362 | 336,000 | 13,524 | 3,519,118 | | Peter D. Kies Chief Financial Officer | 2023 | 622,881 | 132,252 | 218,593 | 172,314 | 15,000 | 1,161,040 | | | 2022 | 518,552 | 463,358 | 466,386 | 155,940 | 14,232 | 1,618,468 | | Laurent M. Humeau, Ph.D. Chief Scientific Officer | 2023 | 610,850 | 132,252 | 218,593 | 168,264 | 14,968 | 1,144,927 | | | 2022 | 508,314 | 446,936 | 449,936 | 152,275 | 13,000 | 1,570,461 |

  20. Summary Compensation Table

    1.Salary includes contributions made by the employee to our 401(k) plan and payouts of accrued but unused vacation time. 2.Represents the grant date fair values of RSUs computed in accordance with FASB ASC Topic 718. See Note 10, “Stockholders' Equity”, to our audited consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K, for the assumptions made in determining stock compensation values. 3.Represents the grant date fair value of stock options computed in accordance with FASB ASC Topic 718. See Note 10, “Stockholders' Equity”, to our audited consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K, for the assumptions made in determining stock compensation values. 4.The amounts in this column reflect cash incentive bonuses earned during the respective year and paid during the first quarter of the following year. See the discussion below under "Executive Compensation Components and Narrative to Summary Compensation Table - Performance-Based Annual Cash Incentive Compensation”, for additional information regarding bonus payouts earned for 2023. 5.Represents company 401(k) match amounts for the indicated year.

  21. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following tables set forth certain information with respect to outstanding equity awards held by the named executive officers at December 31, 2023.

  22. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Jacqueline E. Shea, Ph.D. | 8,333 | — | 43.44 | 3/25/2029 | | | | | 6,552 | 2,183 | 133.20 | 2/26/2031 | 1,878(3) | 11,493 | | | 11,763 | 11,761 | 38.64 | 2/26/2032 | 11,705(4) | 71,635 | | | 12,892 | 12,891 | 29.88 | 5/10/2032 | 11,000(5) | 67,320 | | | 17,433 | 52,299 | 14.88 | 2/27/2033 | | | | | | | | | 53,233(6) | 325,786 | | Peter D. Kies | 3,124 | — | 155.04 | 3/26/2024 | | | | | 3,229 | — | 105.60 | 5/22/2024 | | | | | 4,999 | — | 90.72 | 3/5/2025 | | | | | 5,625 | — | 84.24 | 3/9/2026 | | | | | 8,333 | — | 80.16 | 3/10/2027 | | | | | 10,541 | — | 51.48 | 3/5/2028 | | | | | 8,374 | — | 40.08 | 3/8/2029 | | | | | 6,552 | 2,183 | 133.20 | 2/26/2031 | 1,878(3) | 11,493 | | | 8,033 | 8,033 | 38.64 | 2/26/2032 | 7,994(4) | 48,923 | | | 4,688 | 14,061 | 14.88 | 2/27/2033 | | | | | | | | | 14,313(6) | 87,596 | | Laurent M. Humeau, Ph.D. | 1,666 | — | 120.00 | 1/6/2024 | | | | | 2,083 | — | 90.72 | 3/5/2025 | | | | | 1,499 | — | 84.24 | 3/9/2026 | | | | | 1,145 | — | 80.16 | 3/10/2027 | | | | | 10,541 | — | 51.48 | 3/5/2028 | | | | | 7,766 | — | 40.08 | 3/8/2029 | | | | | 6,553 | | 133.20 | 2/26/2031 | 1,878(3) | 11,493 | | | 7,750 | 7,749 | 38.64 | 2/26/2032 | 7,711(4) | 47,191 | | | 4,688 | 14,061 | 14.88 | 2/27/2033 | | | | | | | | | 14,313(6) | 87,596 |

  23. Outstanding Equity Awards at Fiscal Year-End

    1.These stock option awards vest 25% immediately on the date of grant and 25% on each of the first, second and third anniversaries thereafter. The option expiration date as reflected in the table is the tenth anniversary of the grant date. 2.The market value of RSUs is based on $6.12 per share, the closing price of our common stock on the Nasdaq Capital Market on December 31, 2023. 3.These RSUs vested in full on February 26, 2024. 4.These RSUs vested as to one-half of the shares on February 26, 2024 and the remainder will vest on February 26, 2025. 5.These RSUs will vest in two equal installments on May 10, 2024 and May 10, 2025. 6.These RSUs will vest in three equal installments on May 15, 2024, May 15, 2025 and May 15, 2026.

  24. Outstanding Equity Awards at Fiscal Year-End

    | Inovio Pharmaceuticals, Inc. | 33 | 2024 Proxy Statement |

  25. Outstanding Equity Awards at Fiscal Year-End

    Employment Agreement with Jacqueline E. Shea, Ph.D. We entered into an employment agreement with Dr. Shea pursuant to which she serves as our Chief Executive Officer and previously served as Chief Operating Officer and Executive Vice President. The employment agreement provides an annual base salary, subject to upward adjustment yearly by our Board or its Compensation Committee. Dr. Shea's base salary as of March 1, 2024 is $728,000. Under the employment agreement, Dr. Shea is eligible to receive an incentive cash bonus up to the amount, based upon the criteria and payable at such times as determined by our Board or its Compensation Committee. Dr. Shea's current target bonus is 60% of her base salary. Dr. Shea is also entitled to participate in such employee benefit plans and programs and is entitled to such other fringe benefits, as are from time to time adopted by our Board or its Compensation Committee and made available by us generally to employees of similar position, and shall be eligible for such awards and benefits, if any, pursuant to our plans and programs as determined by our Board or its Compensation Committee. Dr. Shea is a participant in our Severance Plan, the terms of which are described below.

  26. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below.

  27. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for J. Joseph Kim Ph.D.¹ ($) | Summary Compensation Table Total for Jacqueline E. Shea, Ph.D.1 ($) | Compensation Actually Paid to J. Joseph Kim Ph.D.1,2,3 ($) | Compensation Actually Paid to Jacqueline E. Shea, Ph.D.1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | Net Loss ($ Millions) | | | | | | | | | TSR ($) | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (h) | | 2023 | — | 2,438,908 | — | 1,146,269 | 1,152,984 | 725,423 | 5.76 | (135) | | 2022 | 10,472,297 | 3,519,118 | 3,423,566 | 1,791,933 | 1,594,465 | 433,729 | 17.63 | (280) | | 2021 | 6,223,600 | — | 2,515,889 | — | 2,297,181 | 974,990 | 56.38 | (304) |

  28. Pay Versus Performance Disclosure

    1.Dr. Kim was our PEO from 2021 through May 2022 ("First PEO"). Dr. Shea was our PEO for the remainder of 2022 and for all of 2023 ("Second PEO"). The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  29. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | | Jacqueline E. Shea, Ph.D. | Peter D. Kies | Peter D. Kies | | Peter D. Kies | Laurent M. Humeau, Ph.D. | Laurent M. Humeau, Ph.D. | | Laurent M. Humeau, Ph.D. | | |

  30. Pay Versus Performance Disclosure

    2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. The Compensation Committee did not consider Compensation Actually Paid or other disclosure below in making its pay decisions for any of the years shown. 3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  31. Pay Versus Performance Disclosure

    | Inovio Pharmaceuticals, Inc. | 36 | 2024 Proxy Statement |

  32. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Jacqueline E. Shea, Ph.D. ($) | Exclusion of Stock Awards and Option Awards for Jacqueline E. Shea, Ph.D. ($) | Inclusion of Equity Values for Jacqueline E. Shea, Ph.D. ($) | Compensation Actually Paid to Jacqueline E. Shea, Ph.D. ($) | | 2023 | 2,438,908 | (1,304,872) | 12,233 | 1,146,269 | | 2022 | 3,519,118 | (2,439,836) | 712,651 | 1,791,933 |

  33. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for J. Joseph Kim Ph.D. ($) | Exclusion of Stock Awards and Option Awards for J. Joseph Kim Ph.D. ($) | Inclusion of Equity Values for J. Joseph Kim Ph.D. ($) | Compensation Actually Paid to J. Joseph Kim Ph.D. ($) | | 2022 | 10,472,297 | (7,241,702) | 192,971 | 3,423,566 | | 2021 | 6,223,600 | (4,915,188) | 1,207,477 | 2,515,889 |

  34. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,152,984 | (350,845) | (76,716) | 725,423 | | 2022 | 1,594,465 | (913,308) | (247,431) | 433,726 | | 2021 | 2,297,181 | (1,611,307) | 289,116 | 974,990 |

  35. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  36. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jacqueline E. Shea, Ph.D. ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jacqueline E. Shea, Ph.D. ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Jacqueline E. Shea, Ph.D. ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jacqueline E. Shea, Ph.D. ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Jacqueline E. Shea, Ph.D. ($) | Total - Inclusion of Equity Values for Jacqueline E. Shea, Ph.D. ($) | | 2023 | 558,517 | (572,726) | 196,121 | (169,679) | — | 12,233 | | 2022 | 1,152,757 | (489,895) | 311,544 | (261,755) | — | 712,651 |

  37. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for J. Joseph Kim Ph.D. ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for J. Joseph Kim Ph.D. ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for J. Joseph Kim Ph.D. ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for J. Joseph Kim Ph.D. ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for J. Joseph Kim Ph.D. ($) | Total - Inclusion of Equity Values for J. Joseph Kim Ph.D. ($) | | 2022 | 470,156 | (426,352) | 1,538,977 | (1,389,810) | — | 192,971 | | 2021 | 1,842,508 | (1,582,160) | 641,032 | 306,097 | — | 1,207,477 |

  38. Pay Versus Performance Disclosure

    | Inovio Pharmaceuticals, Inc. | 37 | 2024 Proxy Statement |

  39. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 150,171 | (218,354) | 52,732 | (61,265) | — | (76,716) | | 2022 | 382,936 | (489,895) | 112,370 | (252,842) | — | (247,431) | | 2021 | 604,018 | (650,063) | 210,142 | 125,019 | — | 289,116 |

  40. Pay Versus Performance Disclosure

    4.Assumes $100 was invested in common stock of the Company for the period starting December 31, 2020, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.

  41. Pay Versus Performance Disclosure

    | Inovio Pharmaceuticals, Inc. | 38 | 2024 Proxy Statement |

  42. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

  43. Pay Versus Performance Disclosure

    | Inovio Pharmaceuticals, Inc. | 39 | 2024 Proxy Statement |

  44. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the three most recently completed fiscal years.

  45. Pay Versus Performance Disclosure

    | Inovio Pharmaceuticals, Inc. | 40 | 2024 Proxy Statement |

  46. Pay Versus Performance Disclosure

    DIRECTOR COMPENSATION Non-Employee Director Compensation Program The Board of Directors has approved cash compensation to be paid by the Company to its non-employee directors in the form of annual retainer payments as shown in the following table:

  47. Pay Versus Performance Disclosure

    | | Chairperson ($) | Member ($) | | Board of Directors | 80,000 | 45,000 | | Audit Committee | 20,000 | 10,000 | | Compensation Committee | 15,000 | 7,500 | | Nomination and Corporate Governance Committee | 15,000 | 7,500 | | Finance Committee | 10,000 | 5,000 | | Commercial Committee | 15,000 | 7,500 | | Clinical Development Advisory Committee | 15,000 | 7,500 |

  48. Pay Versus Performance Disclosure

    In May 2023 the Board approved an increase to the initial and annual equity compensation for all Board members to bring the Company up to approximately the median among its peer group companies. Upon election or appointment to our Board, each of our non-employee directors is granted equity awards equivalent to stock options exercisable for 11,666 shares of our common stock, at the then fair market value pursuant to the terms of our 2023 Omnibus Incentive Plan, to be allocated as non-qualified stock options or restricted stock units ("RSUs") at a ratio determined from time to time by our Board or its Compensation Committee, which the Compensation Committee has currently set at approximately 1.33 stock options to 1 RSU. In addition, each non-employee director is automatically granted equity awards equivalent to a stock option to purchase up to 5,833 shares of our common stock if he or she remains on our Board on the date of each annual meeting of stockholders. Such awards will be allocated as non-qualified stock options and RSUs at a ratio determined from time to time by our Board or its Compensation Committee, which the Compensation Committee has currently set at approximately 1.33 stock options to 1 RSU. 2023 Non-Employee Director Option and Restricted Stock Unit Grants During the year ended December 31, 2023, each of our non-employee directors, Mr. Benito, Dr. Dansey, Dr. Miller, Mr. Shepard, Dr. Weiner, Ms. Yarno and Ms. Zoth, were granted options to purchase 2,916 shares of our common stock exercisable at $9.24 per share. Each of the foregoing option grants was made in accordance with our non-employee director compensation policy. During the year ended December 31, 2023, each of our non-employee directors was also granted 2,166 RSUs. Each of the foregoing RSU grants was also made in accordance with our non-employee director compensation policy. For his services as Chairman of our Scientific Advisory Board, in February 2023 Dr. Weiner was also granted options to purchase 5,000 shares of our common stock exercisable at $14.88 per share, and 2,916 RSUs.

  49. Pay Versus Performance Disclosure

    | Inovio Pharmaceuticals, Inc. | 41 | 2024 Proxy Statement |

  50. Pay Versus Performance Disclosure

    | Director Compensation |

  51. Director Compensation Table

    Director Compensation Table The following table sets forth certain information with respect to non-employee director compensation during 2023.

  52. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Simon X. Benito(3) | 110,000 | 20,014 | 21,171 | — | 151,185 | | Roger D. Dansey, M.D.(4) | 67,500 | 20,014 | 21,171 | — | 108,685 | | Ann C. Miller, M.D.(5) | 75,000 | 20,014 | 21,171 | 10,750 | 126,935 | | Jay P. Shepard(6) | 78,125 | 20,014 | 21,171 | — | 119,310 | | David B. Weiner, Ph.D.(7) | 52,500 | 20,014 | 21,171 | 108,108 | 201,793 | | Wendy L. Yarno(8) | 82,500 | 20,014 | 21,171 | — | 123,685 | | Lota S. Zoth(9) | 77,500 | 20,014 | 21,171 | — | 118,685 |

  53. Director Compensation Table

    1.Represents the grant date fair value of RSU awards computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718. See Note 10, “Stockholders' Equity”, to our audited consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K, for the assumptions made in determining stock compensation values. 2.Represents the grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718. See Note 10, “Stockholders' Equity”, to our audited consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K, for the assumptions made in determining stock compensation values. 3.At December 31, 2023, Mr. Benito held options to purchase 14,021 shares of our common stock and 2,166 unvested RSUs. 4.At December 31, 2023, Dr. Dansey held options to purchase 9,749 shares of our common stock and 3,166 unvested RSUs. 5.The amounts presented in the “All Other Compensation” column for Dr. Miller represent payments for consulting services. At December 31, 2023, Dr. Miller held options to purchase 11,314 shares of our common stock and 2,166 unvested RSUs. 6.At December 31, 2023, Mr. Shepard held options to purchase 10,273 shares of our common stock and 2,166 unvested RSUs. 7.The amounts presented in the “All Other Compensation” column for Dr. Weiner represent the grant date fair value of option and RSU grants to Dr. Weiner during the year for his service on our Scientific Advisory Board, calculated as described in footnotes (1) and (2) above. At December 31, 2023, Dr. Weiner held options to purchase 61,603 shares of our common stock and 7,998 unvested RSUs. 8.At December 31, 2023, Ms. Yarno held options to purchase 12,355 shares of our common stock and 2,166 unvested RSUs. 9.At December 31, 2023, Ms. Zoth held options to purchase 11,314 shares of our common stock and 2,166 unvested RSUs.

  54. Director Compensation Table

    | Inovio Pharmaceuticals, Inc. | 42 | 2024 Proxy Statement |

  55. Director Compensation Table

    PROPOSAL TWO RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and has further directed that the appointment of the independent registered public accounting firm be submitted for ratification by our stockholders at the Annual Meeting. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, our Board is submitting the appointment of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our stockholders. The affirmative vote of the holders of a majority of the shares present or represented by proxy and voting at the Annual Meeting is required to ratify the appointment of Ernst & Young LLP. Abstentions will be counted the same as if voted against the proposal. The following table sets forth the aggregate fees billed to us for the fiscal years ended December 31, 2023 and 2022 by Ernst & Young LLP:

  56. Director Compensation Table

    | Year | Audit Fees ($) | Tax Fees ($) | Total Fees ($) | | 2023 | 861,419 | 60,770 | 922,189 | | 2022 | 868,250 | 100,625 | 968,875 |

  57. Director Compensation Table

    Audit Fees Audit fees for 2023 and 2022 consist of fees billed for professional services rendered in connection with the audit of our consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports, as well as fees incurred for audit services that are normally provided by Ernst & Young LLP in connection with other regulatory filings or engagements. Tax Fees Tax fees include fees for services performed by the professional staff in the tax department of Ernst & Young LLP except for those tax services that could be classified as audit services. These include tax compliance and various tax consultation fees. Pre-Approval Policies and Procedures

  58. Director Compensation Table

    | Inovio Pharmaceuticals, Inc. | 43 | 2024 Proxy Statement |

  59. Director Compensation Table

    | Proposal Two |

  60. Director Compensation Table

    Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our auditors. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The independent registered public accounting firm and management are required to periodically report to our Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval. Our Audit Committee approved all "Audit Fees" and “Tax Fees” listed in the table above pursuant to its pre-approval policies and procedures. Audit Committee Report The Audit Committee oversees our financial reporting process on behalf of our Board. Management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited consolidated financial statements in our annual report with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee reviewed with Ernst & Young LLP, who are responsible for expressing an opinion on the conformity of these audited consolidated financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee by the applicable standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the rules of the Securities and Exchange Commission ("SEC") and other applicable regulations. In addition, the Audit Committee has discussed with Ernst & Young LLP their independence from management and the Company, has received from Ernst & Young LLP the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has considered the compatibility of non-audit services with Ernst and Young’s independence. The Audit Committee met with Ernst & Young LLP to discuss the overall scope of their audit services, the results of the audit and reviews and the overall quality of our financial reporting. Ernst & Young LLP, as our independent registered public accounting firm, also periodically updates the audit committee about new accounting developments and their potential impact on our reporting. The meetings with Ernst & Young LLP were held with and without management present. The Audit Committee is not employed by us, nor does it provide any expert assurance or professional certification regarding our consolidated financial statements. The Audit Committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and our independent registered public accounting firm. Based on the reviews and discussions referred to above, the Audit Committee has recommended to our Board, and the Board has approved, that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed by the Company with the SEC. The foregoing report has been furnished by the Audit Committee: •Lota S. Zoth (Chair) •Simon X. Benito •Jay Shepard This Audit Committee Report is not soliciting material, is not deemed to be filed with the SEC, and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made by us before or after the date hereof, regardless of any general incorporation language in any such filing, except to the extent we specifically incorporate this material by reference into any such filing.

  61. Director Compensation Table

    | Our Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. |

  62. Director Compensation Table

    | Inovio Pharmaceuticals, Inc. | 44 | 2024 Proxy Statement |

  63. Director Compensation Table

    PROPOSAL THREE NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION At our 2023 Annual Meeting of Stockholders, our stockholders determined by a non-binding vote, the frequency with which the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote, will be submitted to our stockholders for approval. The alternative for “one year” received the most votes at that meeting and the Board determined that we will submit the compensation of our named executive officers every year to our stockholders for approval, on a non-binding advisory basis. In accordance with the Board’s intention, we are providing our stockholders with the opportunity to vote, on a non-binding advisory basis, on the compensation of our named executive officers as disclosed in this Proxy Statement. At the 2024 Annual Meeting, our stockholders will vote whether to approve the following non-binding, advisory resolution on the approval of the compensation of the named executive officers: “RESOLVED, that the stockholders of the Company approve the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement with respect to its 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the compensation tables and the narrative disclosures that accompany those tables in the Company’s proxy statement for its 2024 annual meeting of stockholders.” This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement. Unless the Board decides to modify its policy regarding the frequency of soliciting advisory votes on the compensation of our named executive officers, the next scheduled say-on-pay vote will be at the 2025 annual meeting of stockholders.