DEF 14A of Inmune Bio, Inc., May 29, 2024

DEF 14A of Inmune Bio, Inc.

Filed May 29, 2024 · FY20230001213900-24-047456

Open on EDGAR

  1. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 21 | | DIRECTOR COMPENSATION | 22 | | TRANSACTIONS WITH RELATED PERSONS | 23 | | Procedures for Approval of Related Party Transactions | 23 | | Interests of Certain Persons in Matters to be Acted Upon | 23 | | STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF INMUNE BIO INC. | 24 | | HOUSEHOLDING OF MATERIALS | 25 | | STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 25 | | OTHER MATTERS | 26 | | ANNUAL REPORT | 26 |

  2. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS

  3. Proposal

    Proposal Six directors are to be elected at the Meeting to serve until the next annual meeting of the Company’s stockholders. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote the shares represented by the proxy for the election of the nominees listed below. Although it is not contemplated that any nominee will decline or be unable to serve as a director, in such event, proxies will be voted by the proxy holder for such other persons as may be designated by the Board of Directors, unless the Board of Directors reduces the number of directors to be elected. The following table sets forth the nominees for directors on the Board of Directors. Certain biographical information about the nominees as of the Record Date can be found above in the section titled “Directors and Officers.”

  4. Nominees for Directors

    Nominees for Directors

  5. Nominees for Directors

    | Name | Age | Position(s) with the Company | Date First Elected or Appointed | | Raymond J. Tesi, MD | 68 | President and CEO, Director | September 2015 | | J. Kelly Ganjei | 51 | Director | September 2016 | | Tim Schroeder | 66 | Director | December 2016 | | Scott Juda, JD | 54 | Director | March 2018 | | Edgardo Baracchini, PhD | 64 | Director | August 2019 | | Marcia Allen | 74 | Director | November 2019 |

  6. EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option and Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Raymond J. Tesi | 2023 | 500,500 | — | 1,194,318 | — | 1,694,818 | | CEO/President/CMO | 2022 | 455,000 | 136,500 | 853,009 | — | 1,444,509 | | David J. Moss | 2023 | 394,900 | — | 1,194,318 | — | 1,589,218 | | CFO | 2022 | 359,000 | 86,160 | 853,009 | — | 1,298,169 | | Mark Lowdell, | 2023 | — | — | — | 150,237 | 150,237 | | CSO | 2022 | — | — | 752,590 | 152,009 | 904,599 |

  7. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes the total outstanding equity awards as of December 31, 2023, for each Named Executive Officer:

  8. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Grant Date | Option Awards | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Raymond J. Tesi | 1/01/2018 | 400,000 | — | — | $7.80 | 12/31/2027 | — | — | | | 11/25/2019 | 270,000 | — | — | 3.91 | 11/25/2029 | — | — | | | 1/19/2021 | 43,267 | 16,070 | — | 24.82 | 1/18/2031 | — | — | | | 6/22/2021 | 44,164 | 26,499 | — | 17.49 | 6/21/2031 | — | — | | | 3/21/2022 | 75,833 | 54,167 | — | 7.92 | 3/20/2032 | — | — | | | 2/16/2023 | — | 160,000 | | 9.74 | 2/15/2033 | — | — | | David J. Moss | 1/01/2018 | 400,000 | — | — | 7.80 | 12/31/2027 | — | — | | | 11/25/2019 | 275,000 | — | — | 3.91 | 11/25/2029 | — | — | | | 1/19/2021 | 43,267 | 16,070 | — | 24.82 | 1/18/2031 | — | — | | | 6/22/2021 | 44,164 | 26,499 | — | 17.49 | 6/21/2031 | — | — | | | 3/21/2022 | 75,833 | 54,167 | — | 7.92 | 3/20/2032 | — | — | | | 2/16/2023 | — | 160,000 | — | 9.74 | 2/15/2033 | — | — | | Mark Lowdell | 1/01/2018 | 400,000 | — | — | 7.80 | 12/31/2027 | — | — | | | 11/25/2019 | 180,000 | — | — | 3.91 | 11/25/2029 | — | — | | | 3/21/2022 | 60,667 | 43,333 | — | 7.92 | 3/20/2032 | — | — |

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth the compensation of our directors for the year ended December 31, 2023, who are not one of our Named Executive Officers:

  10. DIRECTOR COMPENSATION

    | Name | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(a) | All Other Compensation ($) | Total ($) | | Tim Schroeder | 2023 | 40,000 | — | 261,257 | — | 301,257 | | J. Kelly Ganjei | 2023 | 40,000 | — | 261,657 | — | 301,257 | | Edgardo Baracchini | 2023 | 40,000 | — | 261,657 | — | 301,257 | | Scott Juda | 2023 | 40,000 | — | 261,657 | — | 301,257 | | Marcia Allen | 2023 | 40,000 | — | 261,657 | — | 301,257 |

  11. DIRECTOR COMPENSATION

    (a) This column shows the grant date fair value of awards computed in accordance with stock-based compensation accounting rules Accounting Standards Codification Topic 718.