DEF 14A of Inovio Pharmaceuticals, Inc.
Filed Apr 7, 2026 · FY20250001055726-26-000011
Skilled Director Nominees and Robust Corporate Governance
Skilled Director Nominees and Robust Corporate Governance The Board of Directors believes that maintaining a highly qualified Board and strong corporate governance is the foundation for enhancing investor confidence and increasing stockholder value. Director Nominee Highlights
Skilled Director Nominees and Robust Corporate Governance
| 4 Female Nominees | 9 Years Average Tenure | 75% Nominee Independence |
Information About the Current Board
Information About the Current Board The following table sets forth the names, ages, standing Board committee assignments, and positions of our directors as of March 24, 2026:
Information About the Current Board
| Name | Age | Independent | Audit Committee | Compensation Committee | Nomination & Corporate Governance Committee | Other Public Company Boards | | Simon X. Benito | 81 | ✓ | M,A | M | C | 0 | | Roger D. Dansey, M.D. | 70 | ✓ | | | M | 2 | | Ann C. Miller, M.D. | 68 | ✓ | | | | 0 | | Jacqueline E. Shea, Ph.D. | 60 | | | | | 0 | | Jay P. Shepard | 68 | ✓ | M | | M | 2 | | David B. Weiner, Ph.D. | 70 | | | | | 0 | | Wendy L. Yarno | 71 | ✓ | | C | M | 3 | | Lota S. Zoth | 66 | ✓ | C,A | M | | 1 | | Number of Meetings in 2025 | | | 4 | 5 | 4 | |
Information About the Current Board
C = Chair M = Member A = Audit Committee Financial Expert (for purposes of Section 407 of Sarbanes-Oxley Act)
Information About the Current Board
| Inovio Pharmaceuticals, Inc. | iii | 2026 Proxy Statement |
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
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 |
Information Regarding Directors
| | Simon X. Benito | Age: 81 | 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. | | |
Information Regarding Directors
| Inovio Pharmaceuticals, Inc. | 4 | 2026 Proxy Statement |
Information Regarding Directors
| | Roger D. Dansey, M.D. | Age: 70 | Director Since: 2021 | | | Dr. Dansey served as the Chief Development Officer and Chief Oncology Officer for Pfizer Oncology until his retirement in February 2025, 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 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 companies Nurix Therapeutics and Bicycle Therapeutics, and privately held companies Ottimo Pharma, MycRx, Shasqi and Atida Bio. Within the last five years, he also served on the board of directors of the public company Kronos. 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. | | |
Information Regarding Directors
| | Ann C. Miller, M.D. | Age: 68 | 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. | | |
Information Regarding Directors
| Inovio Pharmaceuticals, Inc. | 5 | 2026 Proxy Statement |
Information Regarding Directors
| | Jacqueline E. Shea, Ph.D. | Age: 60 | Director Since: 2022 | | | Dr. Shea has served as our Chief Executive Officer since May 2022 and previously served as our Chief Operating Officer from 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. | | |
Information Regarding Directors
| | Jay P. Shepard | Age: 68 | 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 of two of its portfolio companies, Pathalys Pharma, Inc. and Aculys Pharma, Inc. (acquired by Viatris in 2025). Mr. Shepard previously was President and Chief Executive Officer of Aravive, Inc. (formerly Versartis, Inc.), a clinical-stage oncology company, from 2015 until his retirement in 2020. 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 the board of the Christopher and Dana Reeve Foundation. Mr. Shepard is also a board observer for Pathalys Pharma, Inc. 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. | | |
Information Regarding Directors
| Inovio Pharmaceuticals, Inc. | 6 | 2026 Proxy Statement |
Information Regarding Directors
| | David B. Weiner, Ph.D. | Age: 70 | 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 a National Cancer Institute 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. | | |
Information Regarding Directors
| | Wendy L. Yarno | Age: 71 | 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. and Tarsus Pharmaceuticals, Inc, and she will serve on the board of directors for Iovance Biotherapeutics, Inc. through June 2026. 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. | | |
Information Regarding Directors
| Inovio Pharmaceuticals, Inc. | 7 | 2026 Proxy Statement |
Information Regarding Directors
| | Lota S. Zoth | Age: 66 | Director Since: 2019 | | | Ms. Zoth currently serves on the board of directors of the publicly held biopharmaceutical company enGene Holdings, Inc. Within the last five years, she also served on the boards of directors of the public companies 89bio, Inc., Lumos Pharma, Inc., 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. | | |
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. |
Communications Policy
| Director Compensation |
Director Compensation Table
Director Compensation Table The following table sets forth certain information with respect to non-employee director compensation during 2025. During the year ended December 31, 2025, each of our non-employee directors voluntarily declined all new equity grants.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) | | Simon X. Benito(1) | 117,500 | — | 117,500 | | Roger D. Dansey, M.D.(2) | 72,095 | — | 72,095 | | Ann C. Miller, M.D.(3) | 67,500 | 24,250 | 91,750 | | Jay P. Shepard(4) | 80,000 | — | 80,000 | | David B. Weiner, Ph.D.(5) | 52,500 | — | 52,500 | | Wendy L. Yarno(6) | 82,500 | — | 82,500 | | Lota S. Zoth(7) | 77,500 | — | 77,500 |
Director Compensation Table
1.At December 31, 2025, Mr. Benito held options to purchase 15,480 shares of our common stock. 2.At December 31, 2025, Dr. Dansey held options to purchase 12,666 shares of our common stock. 3.The amounts presented in the “All Other Compensation” column for Dr. Miller represent payments for consulting services. At December 31, 2025, Dr. Miller held options to purchase 14,231 shares of our common stock. 4.At December 31, 2025, Mr. Shepard held options to purchase 13,190 shares of our common stock. 5.At December 31, 2025, Dr. Weiner held options to purchase 54,313 shares of our common stock. 6.At December 31, 2025, Ms. Yarno held options to purchase 15,272 shares of our common stock. 7.At December 31, 2025, Ms. Zoth held options to purchase 14,231 shares of our common stock.
Director Compensation Table
| Inovio Pharmaceuticals, Inc. | 19 | 2026 Proxy Statement |
Director Compensation Table
EXECUTIVE COMPENSATION
Key Aspects of 2025 Executive Compensation: Strong Performance Orientation
Key Aspects of 2025 Executive Compensation: Strong Performance Orientation Approximately 61% of our Chief Executive Officer’s target total compensation for the year ended December 31, 2025 was variable and at-risk. For 2025, the long-term incentive equity awards granted to each of our named executive officers consisted of stock options, of which 25% vested immediately and the remainder vesting ratably over three years thereafter and time-based restricted stock units, which vest ratably over three years from the date of grant. In addition, during 2024 we granted performance-based restricted stock units to each of our named executive officers, which remain outstanding, that only vest based on the achievement of specified company milestones and/or total stockholder return over a specified period. We place significant emphasis on variable, performance-based incentive compensation that focuses on our executives’ efforts to deliver both short-term and long-term goal achievement for our stockholders without encouraging excessive risk-taking. We accomplish this by placing a substantial portion of our executive officers’ total compensation “at-risk.” We consider compensation to be “at-risk” if it is subject to achievement of meaningful pre-set, objective goals, such as in our annual incentive program, or if it depends on the trading price of our common stock, as in our long-term incentive program. The graphics below illustrate the mix of fixed base salary, target annual incentive and long-term target incentive compensation for our CEO and other non-CEO named executive officers for the year ended December 31, 2025 and the high proportion that was variable and at-risk.
Key Aspects of 2025 Executive Compensation: Strong Performance Orientation
| • | Base | • | Bonus | • | RSUs | • | Options |
Key Aspects of 2025 Executive Compensation: Strong Performance Orientation
| At-Risk Pay Elements | | Other Pay Elements | | | | | | Performance-based annual cash incentive payouts awarded at the determination of the Board based on actual performance of the Company based on a set of predetermined corporate objectives. | Long-term equity-based incentive compensation, including stock options, time-based RSUs and performance-based RSUs tied to achievement of specified company milestones and/or total stockholder return over a specified period. | Base salary in alignment with peers and reflects industry standards in pay value. |
Annual Cash Incentive: Payouts Reflecting Pay for Performance Alignment
Annual Cash Incentive: Payouts Reflecting Pay for Performance Alignment At the beginning of 2025, we established annual cash incentive plan goals that management and the Compensation Committee considered rigorous, aggressive and challenging, attainable only with strong performance, and that took into account relevant opportunities and risks. As discussed below, the objective, measurable goals fell into five categories: •Submit BLA and prepare for the commercialization of INO-3107 for the treatment of RRP •Develop HPV-driven immunotherapies for cancer (INO-3112) and determine commercialization path •Develop immunotherapy and protein-replacement pipeline for chronic viral diseases, pre-cancers and cancers •Develop preventative vaccines and therapies to address infectious diseases •Other corporate objectives (including financing, communications and human resources) The clinical and regulatory objectives categories required enrollment, trials and other development activities for new product candidates. The corporate objectives included raising capital and developing strategic plans. The Compensation Committee set challenging targets and evaluated performance achievement relative to the goals. Based on achievement of the foregoing components, actual bonus payouts to our named executive officers for 2025 performance were at 33% of the targeted amounts. See “Executive Compensation Components—Performance-Based Annual Cash Incentive Compensation” for additional detail.
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 2025 for compensation consulting services. 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.
Executive Compensation Components
Performance-Based Annual Cash Incentive Compensation We provide for an annual cash incentive that reinforces our pay-for-performance approach. This incentive compensation is a short-term incentive program that rewards achievement of annual goals and objectives. At the end of each calendar year, annual incentive awards are awarded at the sole determination of the Compensation Committee (on behalf of the Board) based on the actual and measurable performance of the Company based on a set of predetermined corporate objectives established and communicated to executives at the beginning of the previous year. Each year, the Chief Executive Officer provides company goals to the Board for review and the Board reviews and approves the goals and assigns weightings. The weightings for each goal vary year to year depending on the importance of the goal for a particular year. At the end of the year, the Compensation Committee determines an overall corporate performance score that is then multiplied by each executive’s target bonus, which is expressed as a percentage of base salary. For 2025, the target bonus percentages for our Chief Executive Officer, Chief Medical Officer, and our other named executive officers were 60%, 45% and 40%, respectively, of their annual base salaries, consistent with our philosophy that a significant portion of each executive’s total target compensation should be performance-based. The target percentages also reflect the Compensation Committee’s review of internal pay equity. The corporate objectives for 2025 were structurally similar to those in 2024, focusing on the clinical and preclinical development of our product candidates, as well as other strategic goals such as fundraising and business development. To determine our corporate performance percentage for 2025, the Compensation Committee took into account both the extent to which the performance goals had been achieved as well as the relative difficulty of achieving the goals that were met and that were only partially met. The Compensation Committee determined our corporate performance percentage to be 33% of the target performance level for 2025. The table below provides additional details about the Compensation Committee's assessment of our actual performance against our 2025 corporate goals:
Executive Compensation Components
| Name | Base Salary ($) | Target Opportunity (%) | Target Opportunity ($) | Weighted Performance Payout Percentage (%) | Total Payout ($) | | Jacqueline E. Shea, Ph.D. | 728,000 | 60 | 436,800 | 33 | 144,144 | | Michael Sumner, M.D. (1) | 588,500 | 45 | 264,825 | 33 | 87,392 | | Peter D. Kies | 516,942 | 40 | 206,777 | 33 | 68,236 |
Executive Compensation Components
1.Dr. Sumner was promoted to Chief Medical Officer and Head of Development on November 3, 2025. As a result, Dr. Sumner's target bonus was increased from 40% to 45% of base salary. Long-Term Equity-Based Incentive Compensation The Compensation Committee structured the 2025 mix of equity vehicles and the relative weight assigned to each to balance the responsible use of shares with its goals of alignment with stockholders, executive retention and motivation of executives to contribute to stock price appreciation over the long term, through a combination of awards including: •Stock options, which deliver value only if the stock price increases; and •Time-based RSUs, which are complementary because they have upside potential but deliver some value even if the stock price does not increase, and they also encourage ownership and retention while aligning executive officers’ interests with those of our stockholders. •Performance-based RSUs, which deliver value only if the Company achieves certain performance milestones or specified levels of total stockholder return compared to peer companies, were granted in 2024 and remain outstanding. Our Compensation Committee receives preliminary recommendations for equity-based awards from our Chief Executive Officer. Our Compensation Committee then reviews the market-based recommendations and recommends equity-based awards for all of our officers, including our Chief Executive Officer and the other named executive officers, to our Board for approval. Long-term equity-based incentive grant values are generally targeted to be near the median in the aggregate, based on competitive market data. The Compensation Committee considers and evaluates the appropriate mix of equity vehicles each year, taking into consideration these various factors. Stock Options and Time-Based RSUs The number of stock options and time-based RSUs granted by the Compensation Committee during 2025 were as follows:
Executive Compensation Components
| Name | Grant Date Fair Value of Stock Options ($) | Stock Options Granted (#)(1) | Grant Date Fair Value of Time-Based RSUs ($) | Time-Based RSUs Granted (#)(2) | | Jacqueline E. Shea, Ph.D. | 351,955 | 210,911 | 346,101 | 170,089 | | Michael Sumner, M.D. | 129,554 | 78,000 | 127,607 | 63,000 | | Peter D. Kies | 117,927 | 71,000 | 117,479 | 58,000 |
Executive Compensation Components
1.We granted stock options to all of the named executive officers on February 27, 2025 and May 20, 2025 with an exercise price of $1.94 and $2.13, respectively. The grants were made on two separate dates because the number of shares available for issuance under the Company's 2023 Omnibus Plan at the time of the February 2025 grant was insufficient to support a full market-sized equity award; accordingly, the remaining portion of the intended award was granted in May 2025 following stockholder approval of additional shares under the plan. Stock options granted on February 27, 2025 vested 50% immediately and 50% on February 26, 2026. Stock options granted on May 20, 2025 will vest in two equal installments on the second and third anniversary of the grant date.
Executive Compensation Components
2.We granted RSUs to all of the named executive officers on February 27, 2025 and May 20, 2025 with a grant date fair value of $1.94 and $2.13 per share, respectively. The grants were made on two separate dates because the number of shares available for issuance under the 2023 Omnibus Plan at the time of the February 2025 grant was insufficient to support a full market-sized equity award; accordingly, the remaining portion of the intended award was granted in May 2025 following stockholder approval of additional shares under the plan. All RSUs granted vest in three equal installments beginning on the first anniversary of the grant date. Performance-Based RSUs In May 2024, we granted performance-based RSUs (the "PSU Awards") to our named executive officers under the 2023 Omnibus Plan. Each PSU Award was expressed as a target number of RSUs. With respect to the PSU Awards, our Board established specified performance goals and corresponding performance periods over which the goals must be attained, the satisfaction of which are conditions to earning the PSU Awards and vesting of the underlying RSUs. Of the target number of RSUs underlying each PSU Award, approximately 70% (the "Milestone-based RSUs") will vest based on the achievement of specified milestones relating to the development, regulatory status and commercialization of our lead product candidate INO-3107 (each, a "Milestone," and collectively, the "Milestones"). Each Milestone has a specified deadline for achievement ranging between the end of 2025 and the end of 2027. Each Milestone was selected because of its strategic importance for our company. The remaining approximately 30% of the target number of RSUs underlying each PSU Award (the "Market-based RSUs") will be eligible to vest based on our achievement of total stockholder return relative to a peer group consisting of companies in the Russell 2000 Biotechnology Subsector index (the “Relative TSR”) over the period beginning on June 1, 2024 and ending on December 31, 2027 (the “Performance Period”), expressed as a percentile ranking. The Compensation Committee chose Relative TSR as the performance metric for the Market-Based RSUs in order to drive certain key behaviors that the Compensation Committee wants to reinforce and align pay with stockholder returns. The number of Market-based RSUs, if any, actually earned based on the achievement of the Relative TSR goal may range from 50% of the target number of RSUs for performance at the 25th percentile, to 100% of the target number of RSUs for performance at the 50th percentile, and up to 150% of the target number of RSUs for performance at or above the 75th percentile. In the event that actual Relative TSR performance is between the threshold and target levels or between the target and maximum levels, the number of RSUs earned based on Relative TSR will be determined based on linear interpolation between the specified percentiles. If our actual Relative TSR performance is below the threshold percentile, then no RSUs would be earned based on Relative TSR. The number of RSUs earned based on Relative TSR may not exceed the target number of RSUs eligible to vest based on Relative TSR if our total stockholder return is negative for the Performance Period. The number of RSUs that can be earned pursuant to the May 2024 PSU Awards will be limited to a maximum number of RSUs equal in value, based on the fair market value per share of our common stock as of the applicable vesting date, to 1000% of the target value of the PSU Award as of the grant date, which target value shall be determined by multiplying the target number of RSUs subject to the PSU Award by the fair market value per share of our common stock as of the date of grant. As the outstanding 2024 PSU Awards were designed to incentivize performance over a multi-year period, no additional PSU Awards were granted to our named executive officers during the year ended December 31, 2025. The following table summarizes the outstanding PSU Awards granted in May 2024 to our named executive officers at December 31, 2025:
Executive Compensation Components
| Name | Grant Date Fair Value of Milestone-Based RSUs ($)(1) | Milestone-Based RSUs Granted (#) | Grant Date Fair Value of Market-Based RSUs ($)(2) | Market-Based RSUs Granted (#) | | Jacqueline E. Shea, Ph.D. | 203,768 | 18,592 | 106,472 | 9,960 | | Michael Sumner, M.D. | 54,625 | 4,984 | 28,542 | 2,670 | | Peter D. Kies | 54,625 | 4,984 | 28,542 | 2,670 |
Executive Compensation Components
As of December 31, 2025, 7,140 shares, or 20% of the Milestone-based RSU's expired unvested. All other underlying Milestones of the Milestone-based RSUs were not yet determined to be probable of achievement, and no stock-based compensation expense was recognized for the year then ended. Other Elements of Compensation Retirement Savings and Health and Welfare Benefits The Company currently maintains a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. We match 50% of a participant’s annual eligible contribution to the 401(k) plan, up to the first 12% an employee contributes. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental, vision and legal benefits; short-term and long-term disability and critical illness and accident insurance; and life and AD&D insurance. Perquisites and Other Personal Benefits We determine perquisites on a case-by-case basis and will provide a perquisite to a named executive officer when we believe it is necessary to attract or retain the named executive officer. In 2025, except for amounts paid on behalf of our named executive officers for the employee portion of health and welfare plan premiums, we did not provide any perquisites or personal benefits to our NEOs not otherwise made available to our other employees.
Other Aspects of Our Compensation Program
Other Aspects of Our Compensation Program Severance and Change in Control Benefits At the beginning of 2024, all of our named executive officers were eligible for certain severance benefits upon a qualifying termination under the terms of their employment agreements. Our Compensation Committee considers these severance benefits critical to attracting and retaining high-caliber executives. Additionally, our Compensation Committee believes that providing enhanced severance benefits to our Chief Executive Officer and Chief Financial Officer upon a qualifying termination in connection with a change in control minimizes the distractions to these executives in connection with a corporate transaction and reduces the risk that our Chief Executive Officer and Chief Financial Officer depart our company before a transaction is completed. We believe that the severance benefits allow our Chief Executive Officer and Chief Financial Officer to focus on continuing normal business operations and, in the case of change in control severance benefits, the success of a potential business combination, rather than worry about how business decisions that may be in our best interest and the interests of our stockholders will impact their own financial security. These existing arrangements help ensure stability, and will help enable our Chief Executive Officer and Chief Financial Officer to maintain a balanced perspective in making overall business decisions during periods of uncertainty. Our Compensation Committee periodically reviews the severance payments and benefits that we provide, including by reference to market data, to ensure they remain appropriately structured and at reasonable levels. In March 2024, after consultation with its compensation consultant, the Compensation Committee recommended, and our Board approved, a new Severance Plan to provide severance benefits to certain of our eligible executives, including our named executive officers, who become participants in the Severance Plan. Our Chief Executive Officer, Dr. Shea, and our Chief Medical Officer, Dr. Sumner, are participants in the Severance Plan and have entered into Participation Agreements. The terms of the Severance Plan generally supersede any severance and change in control benefits set forth in their pre-existing employment agreements with us. Our Chief Financial Officer, Mr. Kies, is not a participant in the Severance Plan, and due to his long tenure, the terms of his existing legacy employment agreement will continue to apply. A more detailed description of the Severance Plan and the severance and change in control payments and benefits included in Mr. Kies’s employment agreement is provided below.
Other Aspects of Our Compensation Program
For purposes of these guidelines, “ownership” includes: (1) shares owned directly by the individual (or jointly with the individual’s spouse) and by members of the individual’s immediate family; (2) shares held in trust for the benefit of the individual and/or his or her immediate family members residing in the same household; (3) shares subject to outstanding stock options held by the individual (but only to the extent vested and with an exercise price less than the average of the daily closing sales price of our common stock for the last 90 trading days of the immediately preceding calendar year; and (4) 50% of the shares subject to unvested RSUs held by the individual. Unearned performance-based equity awards, including milestone-based and market-based RSUs that remain subject to performance conditions, are excluded from the ownership determination. Our executive officers and directors have until the later of December 31st of the year in which the officer or director achieves his or her fifth year of service as an officer or director, and December 31st of the fifth year following the year in which the individual becomes subject to the ownership guidelines to comply with the guidelines. As of March 24, 2026, all of our Section 16 Officers, including all of our named executive officers, were deemed to be making appropriate progress toward the ownership guidelines. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information From time to time, the Company grants stock options to its employees, including the named executive officers. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of the Company’s stockholders, respectively, pursuant to the Non-Employee Director Compensation Program, as further described under the heading, “Non-Employee Director Compensation—Non-Employee Director Compensation Program”. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether
Other Aspects of Our Compensation Program
there is any material nonpublic information (“MNPI”) about the Company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. the Compensation Committee generally does not take MNPI into account when determining the timing of awards and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.
Employment Agreements
Employment Agreements During 2024 we reviewed and harmonized our severance and change of control benefits for our executives based on industry standards. All of our executives now have the same agreement with the exception of Peter Kies, who due to his long tenure serves under his legacy employment agreement. None of the severance provisions under our severance plan or employment agreements includes gross-ups or single trigger change of control provisions. 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, 2026 is $728,000. Under the employment agreement, Dr. Shea is eligible to receive an incentive cash bonus 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. Employment Agreement with Michael Sumner, M.D. We entered into an employment agreement with Dr. Sumner pursuant to which he serves as our Chief Medical Officer. The employment agreement provides an annual base salary, subject to upward adjustment yearly by our Board or its Compensation Committee. Dr. Sumner's base salary as of March 1, 2026 is $588,500. Under the employment agreement, Dr. Sumner is eligible to receive an incentive cash bonus based upon the criteria and payable at such times as determined by our Board or its Compensation Committee. Dr. Sumner's current target bonus is 45% of his base salary. Dr. Sumner 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. Sumner is a participant in our Severance Plan, the terms of which are described below.
Employment Agreement with Peter D. Kies
Employment Agreement with Peter D. Kies In 2010, we entered into an employment agreement with Mr. Kies, which was amended in 2012 and 2014, pursuant to which he serves as our Chief Financial Officer. The employment agreement provides an annual base salary, subject to upward adjustment yearly by our Board or its Compensation Committee. Mr. Kies’ base salary as of March 1, 2026 is $516,942. Under the employment agreement, Mr. Kies is eligible to receive an incentive cash bonus based upon the criteria and payable at such times as determined by our Board or its Compensation Committee. Mr. Kies’ current target bonus is 40% of his base salary. Mr. Kies 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. If Mr. Kies’ employment is terminated by reason of death or total disability, we will pay Mr. Kies or his estate or representative, as applicable, any unpaid portion of his base salary computed on a pro rata basis through the date of termination, any unreimbursed expenses, all other accrued but unpaid rights as determined under any of our plans and programs in which Mr. Kies is then participating, and, in the case of total disability, a continuation of medical benefits for up to 60 days and COBRA premiums for six
Employment Agreement with Peter D. Kies
| Inovio Pharmaceuticals, Inc. | 30 | 2026 Proxy Statement |
Employment Agreement with Peter D. Kies
months thereafter. In the case of total disability, Mr. Kies will also receive a lump-sum payment equal to six months of his aggregate base salary then in effect. If we terminate Mr. Kies’ employment for cause, as defined in the agreement, we will pay him any unpaid portion of his base salary computed on a pro rata basis through the date of termination, any unreimbursed expenses and all other accrued but unpaid rights as determined under our plans and programs in which he is then participating. If we terminate Mr. Kies’ employment other than on account of death, total disability or cause, or Mr. Kies terminates his employment for good reason, as defined in the agreement, on 30 days’ prior written notice, we will pay him any unpaid portion of his base salary computed on a pro-rata basis through the date of termination, any unreimbursed expenses, all other accrued but unpaid rights as determined under our plans and programs in which Mr. Kies is then participating, a severance payment in the amount of 12 months of base salary and COBRA payments for 12 months following the effective date of termination. The employment agreement requires that Mr. Kies enter into an agreement containing certain non-competition and non-disclosure covenants. If Mr. Kies is terminated as a result of a change in control, Mr. Kies is entitled to receive payments due to him under the conditions of termination without cause as outlined above and a lump-sum cash severance payment equal to his then-current monthly base salary and the pro rata bonus amount multiplied by 12 but discounted to present value based on applicable federal rate under the Internal Revenue Code of 1986, as amended (the "Code"). The pro rata bonus amount equals one-twelfth of the greater of (A) the most recent annual cash bonus paid to Mr. Kies prior to termination, or (B) the average of the three most recent annual cash bonuses paid to Mr. Kies prior to termination. For the avoidance of doubt, based on the conditions of termination without cause outlined above, if Mr. Kies were terminated as a result of a change in control, the amount of the lump-sum cash severance payment that Mr. Kies would be entitled to equals 24 months of base salary plus his pro rata bonus amount multiplied by 12, discounted to present value. As a condition to Mr. Kies receiving any severance benefits as a result of a change in control, Mr. Kies must sign a release from any obligations and liabilities in favor of us.
Severance Plan and Participation Agreements
Severance Plan and Participation Agreements As described above, in March 2024, our Board approved and adopted the Company’s Severance Plan and Summary Plan Description (the “Severance Plan”), which provides severance benefits to certain eligible executives (the “Covered Executives”) who become participants in the Severance Plan in the event of termination of a Covered Executive’s employment with us other than for Cause (as defined in the Severance Plan), or as a result of such Covered Executive’s resignation for Good Reason (as defined in the Severance Plan) (any such termination, a “Covered Termination”). Drs. Shea and Sumner are participants in the Severance Plan and have entered into Participation Agreements. Mr. Kies is not a participant in the Severance Plan, and the terms of his legacy employment agreement, described above, will continue to apply. Under the terms of the Severance Plan, in the event of a Covered Termination, a Covered Executive will be eligible to receive as severance: (a) base salary continuation for the applicable number of months set forth in the Covered Executive’s Participation Agreement (18 months for Dr. Shea and 12 months for Dr. Sumner), paid in equal installments on our regular payroll schedule (the “Severance Period”); and (b) Company-paid COBRA premiums for the Covered Executive’s continued coverage under our benefit plans, subject to timely COBRA election, for the number of months set forth in the Covered Executive’s Participation Agreement (or until the Covered Executive secures employment with similar benefits). In the event such Covered Termination occurs within one (1) year after a Change in Control (as defined in our 2023 Omnibus Incentive Plan), the Covered Executive will be eligible for the following Change in Control severance benefits: (a) base salary continuation for the applicable number of months set forth in the Covered Executive’s Participation Agreement (24 months for Dr. Shea and 18 months for Dr. Sumner), paid in equal installments on the Company’s regular payroll schedule; (b) an amount equal to the target annual bonus for the year of such Covered Termination multiplied by the applicable bonus multiple set forth in the Covered Executive’s Participation Agreement (two times for Dr. Shea and 1.5 times for Dr. Sumner); (c) each of the Covered Executive’s then-outstanding equity awards, other than performance awards, subject to time-based vesting shall accelerate and become vested and exercisable as to the percentage of the unvested shares subject to the equity award set forth in the Covered Executive’s Participation Agreement (100% for each of Drs. Shea and Sumner); and (d) Company-paid COBRA premiums for the Covered Executive’s continued coverage under the Company benefit plans, subject to timely COBRA election, for the number of months set forth in the Covered Executive’s Participation Agreement (24 months for Dr. Shea and 18 months for Dr. Sumner) (or until the Covered Executive secures employment with similar benefits).
Severance Plan and Participation Agreements
| Inovio Pharmaceuticals, Inc. | 31 | 2026 Proxy Statement |
Severance Plan and Participation Agreements
In the event of the termination of a Covered Executive’s employment due to Disability (as defined in the Severance Plan), such Covered Executive will be eligible to receive: (a) base salary continuation for the applicable number of months set forth in the Covered Executive’s Participation Agreement (18 months for Dr. Shea and 12 months for Dr. Sumner), paid in equal installments on the Company’s regular payroll schedule; (b) Company-paid COBRA premiums for the Covered Executive’s continued coverage under the Company benefit plans, subject to timely COBRA election, for the number of months set forth in the Covered Executive’s Participation Agreement (18 months for Dr. Shea and 12 months for Dr. Sumner) (or until Covered Executive secures employment with similar benefits); and (c) such Covered Executive’s then-outstanding equity awards, other than performance awards, subject to time-based vesting shall continue to vest on the original vesting dates and any performance awards held by the Covered Executive shall remain outstanding and eligible to vest based on actual performance through the end of the applicable performance period. In the event of termination of Covered Executive’s employment due to death, such Covered Executive’s then-outstanding equity awards, other than performance awards, subject to time-based vesting shall accelerate and become vested and exercisable as to the percentage of the unvested shares subject to the equity award set forth in the Covered Executive’s Participation Agreement and any performance awards held by the Covered Executive shall remain outstanding and eligible to vest based on the Company’s actual performance through the end of the applicable performance period. As a condition to any Covered Executive receiving any severance benefits under the Severance Plan, such Covered Executive must sign, and allow to become effective, a separation agreement containing among other provisions, a release of all claims in favor of us and our subsidiaries and affiliates and the Covered Executive’s continued compliance with any proprietary information and inventions agreement, and any restrictive covenant agreement between the Covered Executive and us. The benefits provided under the Severance Plan will generally supersede any other change in control, severance benefit plan, or agreement between us and a Covered Executive. Any prior acceleration rights set forth in existing awards between the Covered Executive and us will not be impacted by participating in the Severance Plan.
Severance Plan and Participation Agreements
| Inovio Pharmaceuticals, Inc. | 32 | 2026 Proxy Statement |
Severance Plan and Participation Agreements
COMPENSATION TABLES AND OTHER DISCLOSURES
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(5) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jacqueline E. Shea, Ph.D. President and Chief Executive Officer | 2025 | 728,000 | — | 346,101 | 351,955 | 144,144 | 16,955 | 1,587,155 | | | 2024 | 728,000 | — | 490,819 | 475,977 | 340,704 | 15,169 | 2,050,669 | | Michael Sumner, M.D. Chief Medical Officer and Head of Development | 2025 | 548,708 | — | 127,607 | 129,554 | 87,392 | 17,375 | 910,636 | | | 2024 | 532,000 | 47,133 | 139,596 | 136,320 | 167,107 | 15,250 | 1,037,406 | | Peter D. Kies Chief Financial Officer | 2025 | 514,604 | — | 117,479 | 117,927 | 68,236 | 15,438 | 833,684 | | | 2024 | 506,806 | — | 131,957 | 127,982 | 158,123 | 15,204 | 940,072 |
Summary Compensation Table
1.Represents the grant date fair values of time-based and market-based RSUs computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions, and, for performance-based RSUs, the amounts represent the value based on the probable outcome of the performance conditions in accordance with FASB ASC Topic 718. For the milestone-based RSUs included in this column, the grant date fair values based on the target level of achievement, which was considered to be the probable outcome on the date of grant, were $0 for Dr. Shea, Dr. Sumner and Mr. Kies. Assuming the highest level of achievement of all milestone-based RSUs granted in 2024, the grant date values would be $255,000 for Dr. Shea, $76,000 for Dr. Sumner and $68,000 for Mr. Kies. For the market-based RSUs included in this column, the grant date fair values based on the Monte Carlo simulation method were $106,000 for Dr. Shea, $29,000 for Dr. Sumner and $29,000 for Mr. Kies. See Note 7, “Stockholders' Equity”, to our audited consolidated financial statements for the year ended December 31, 2025, 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 options computed in accordance with FASB ASC Topic 718. For the performance-based stock options included in this column for 2024 for Dr. Sumner, the grant date fair value based on the target level of achievement, which was considered to be the probable outcome on the date of grant, was $0. Assuming the highest level of achievement of the performance-based stock option granted to Dr. Sumner in 2024, the grant date fair value would be $8,334. As of December 31, 2025, the milestone was not achieved and the awards were forfeited. See Note 10, “Stockholders' Equity”, to our audited consolidated financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K, for the assumptions made in determining stock compensation values. 3.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 above under "Executive Compensation Components - Performance-Based Annual Cash Incentive Compensation”, for additional information regarding bonus payouts earned for 2025. 4.Represents company 401(k) match amounts for the indicated year. 5.For 2024, the Compensation Committee used its discretion and determined to increase the payout to Dr. Sumner to 100% of his target opportunity, resulting in an additional payout of $47,133. This additional award was based on the scope and complexity of his role as well as his leadership impact on the Company. In making this decision, the Compensation Committee took into account a number of achievements during 2024, including Dr. Sumner’s contributions to securing Innovative Licensing and Access Pathway ("ILAP") designation from the U.K. for INO-3107, as well as his role in securing a clinical supply and collaboration agreement with Coherus Biosciences, Inc. for a combination Phase 3 trial with INO-3112.
Summary Compensation Table
| Inovio Pharmaceuticals, Inc. | 33 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following tables set forth certain information with respect to outstanding equity awards held by the named executive officers at December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares/Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Payout Value of Unearned Shares/Units That Have Not Vested ($)(2) | | Jacqueline E. Shea, Ph.D. | 8,333 | | 43.44 | 3/25/2029 | | | | | | | 8,735 | | 133.20 | 2/26/2031 | | | | | | | 23,524 | | 38.64 | 2/26/2032 | | | | | | | 25,783 | | 29.88 | 5/10/2032 | | | | | | | 52,299 | 17,433 | 14.88 | 2/27/2033 | | | | | | | | | | | 17,744(5) | 30,875 | | | | | 34,867 | 34,866 | 8.46 | 2/28/2034 | 37,263(6) | 64,838 | | | | | 52,825 | 52,824(3) | 1.94 | 2/27/2035 | 85,201(7) | 148,250 | | | | | | 105,262(4) | 2.13 | 5/20/35 | 84,888(8) | 147,705 | | | | | | | | | | | 18,592(10) | 32,350 | | | | | | | | | 9,960(11) | 17,330 | | Michael Sumner, M.D. | 13,333 | | 20.76 | 6/30/2032 | | | | | | | 7,032 | 2,343 | 14.88 | 2/27/2033 | | | | | | | | | | | 2,385(5) | 4,150 | | | | | 9,376 | 9,374 | 8.46 | 2/28/2034 | 10,019(6) | 17,433 | | | | | | 5,708(9) | 1.78 | 12/18/2034 | 4,292(9) | 7,468 | | | | | 21,450 | 21,450(3) | 1.94 | 2/27/2035 | 34,650(7) | 60,291 | | | | | | 35,100(4) | 2.13 | 5/20/2035 | 28,350(8) | 49,329 | | | | | | | | | | | 4,984(10) | 8,672 | | | | | | | | | 2,670(11) | 4,646 | | Peter D. Kies | 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 | | | | | | | 8,735 | | 133.2 | 2/26/2031 | | | | | | | 16,066 | | 38.64 | 2/26/2032 | | | | | | | 14,062 | 4,687 | 14.88 | 2/27/2033 | | | | | | | | | | | 4,771(5) | 8,302 | | | | | 9,376 | 9,374 | 8.46 | 2/28/2034 | 10,019(6) | 17,433 | | | | | 19,525 | 19,525(3) | 1.94 | 2/27/2035 | 31,900(7) | 55,506 | | | | | | 31,950(4) | 2.13 | 5/20/2035 | 26,100(8) | 45,414 | | | | | | | | | | | 4,984(10) | 8,672 | | | | | | | | | 2,670(11) | 4,646 |
Outstanding Equity Awards at Fiscal Year-End
1.Except as described below for a particular award, 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 is based on $1.74 per share, the closing price of our common stock on the Nasdaq Capital Market on December 31, 2025. 3.These stock option awards vest 50% immediately on the date of grant and 50% on February 26, 2026. 4.These stock option awards will vest in two equal installments on May 20, 2027 and May 20, 2028.
Outstanding Equity Awards at Fiscal Year-End
| Inovio Pharmaceuticals, Inc. | 34 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End
5.These RSUs will vest in full on May 15, 2026. 6.These RSUs vested 50% on February 26, 2026 and remainder 50% will vest on February 26, 2027. 7.These RSUs vested as to one-third of the shares on February 26, 2026, and the remainder will vest in two equal installments on February 26, 2027 and February 26, 2028. 8.These RSUs will vest in three equal installments on May 20, 2026, May 20, 2027 and May 20, 2028. 9.These stock option awards and RSUs will vest in full on March 31, 2026. 10.The RSUs underlying each PSU Award will vest based on the achievement of specified milestones relating to the development, regulatory status and commercialization of our lead product candidate INO-3107 (each, a "Milestone"). Each Milestone has a specified deadline for achievement ranging between the end of 2025 and the end of 2027. As of December 31, 2025, 7,140 shares expired unvested. 11.The RSUs underlying each PSU Award will be eligible to vest based on our achievement of total stockholder return relative to a peer group consisting of companies in the Russell 2000 Biotechnology Subsector index (the “Relative TSR”) over the period beginning on June 1, 2024 and ending on December 31, 2027 (the “Performance Period”), expressed as a percentile ranking. The amount reflected as outstanding at December 31, 2025 assumes 100% target level of performance.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to 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.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Jacqueline E. Shea, Ph.D.1 ($) | 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 ($) | | | (a) | (c) | (c) | (d) | (e) | (f) | (h) | | 2025 | 1,587,155 | 1,461,148 | 872,160 | 833,484 | 9.29 | (85) | | 2024 | 2,050,669 | 904,044 | 988,739 | 499,492 | 9.78 | (107) | | 2023 | 2,438,908 | 1,146,269 | 1,152,984 | 725,423 | 32.69 | (135) |
Pay Versus Performance Disclosure
1.Dr. Shea has served as our PEO for all periods presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance Disclosure
| 2023 | 2024 | 2025 | | Peter D. Kies | Peter D. Kies | Peter D. Kies | | Laurent M. Humeau, Ph.D. | Michael Sumner, M.D. | Michael Sumner, M.D. |
Pay Versus Performance Disclosure
2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total for the applicable year with certain adjustments as described in footnote 3 below. The Compensation Committee did not consider Compensation Actually Paid or other disclosure below in making its pay decisions for any of the years shown. 3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Jacqueline E. Shea, Ph.D. ($) | 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. ($) | | 2025 | 1,587,155 | (698,056) | 572,049 | 1,461,148 | | 2024 | 2,050,669 | (966,796) | (179,829) | 904,044 | | 2023 | 2,438,908 | (1,304,872) | 12,233 | 1,146,269 |
Pay Versus Performance Disclosure
| Inovio Pharmaceuticals, Inc. | 35 | 2026 Proxy Statement |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 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 ($) | | 2025 | 872,160 | (246,283) | 207,607 | 833,484 | | 2024 | 988,739 | (267,928) | (221,319) | 499,492 | | 2023 | 1,152,984 | (350,845) | (76,716) | 725,423 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jacqueline E. Shea, Ph.D. ($) | 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. ($) | | 2025 | 505,777 | (11,752) | 68,381 | 9,643 | — | 572,049 | | 2024 | 186,973 | (424,136) | 113,358 | (56,024) | — | (179,829) | | 2023 | 558,517 | (572,726) | 196,121 | (169,679) | — | 12,233 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | | 2025 | 176,314 | (3,804) | 26,521 | 8,576 | — | 207,607 | | 2024 | 58,098 | (247,419) | 30,482 | (62,480) | — | (221,319) | | 2023 | 150,171 | (218,354) | 52,732 | (61,265) | — | (76,716) |
Pay Versus Performance Disclosure
4.Assumes $100 was invested in common stock of the Company for the period starting December 31, 2022, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.
Pay Versus Performance Disclosure
| Inovio Pharmaceuticals, Inc. | 36 | 2026 Proxy Statement |
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.
Pay Versus Performance Disclosure
| Inovio Pharmaceuticals, Inc. | 37 | 2026 Proxy Statement |
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.
Pay Versus Performance Disclosure
| Inovio Pharmaceuticals, Inc. | 38 | 2026 Proxy Statement |
Pay Versus Performance Disclosure
EXECUTIVE OFFICERS AND OTHER INFORMATION