DEF 14A of Inmune Bio, Inc.
Filed Apr 21, 2025 · FY20240001213900-25-033742
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Proposal
Proposal Five 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.”
Nominees for Directors
Nominees for Directors
Nominees for Directors
| Name | Age | Position(s) with the Company | Date First Elected or Appointed | | Raymond J. Tesi, M.D. | 69 | President and CEO, Director | September 2015 | | J. Kelly Ganjei | 52 | Director | September 2016 | | Timothy Schroeder | 67 | Director | December 2016 | | Scott Juda, J.D. | 54 | Director | March 2018 | | Marcia Allen | 75 | Director | November 2019 |
EXECUTIVE COMPENSATION
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option and Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Raymond J. Tesi, M.D. | 2024 | 513,639 | — | 2,494,535 | — | 3,008,174 | | CEO/President/CMO | 2023 | 500,500 | — | 1,194,318 | — | 1,694,818 | | David J. Moss | 2024 | 405,267 | 94,776 | 2,221,960 | — | 2,722,003 | | CFO | 2023 | 394,900 | — | 1,194,318 | — | 1,589,218 | | Mark Lowdell, | 2024 | — | — | 1,545,720 | 246,692 | 1,792,412 | | CSO | 2023 | — | — | — | 150,237 | 150,237 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes the total outstanding equity awards as of December 31, 2024, for each Named Executive Officer:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Name | Grant Date | Option Awards | | | | Option Expiration Date | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | | 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, M.D. | 1/01/2018 | 400,000 | — | — | $7.80 | 12/31/2027 | — | — | | | 11/25/2019 | 270,000 | — | — | 3.91 | 11/25/2029 | — | — | | | 1/19/2021 | 58,101 | 1,236 | — | 24.82 | 1/18/2031 | — | — | | | 6/22/2021 | 61,830 | 8,833 | — | 17.49 | 6/21/2031 | — | — | | | 3/21/2022 | 119,167 | 10,833 | — | 7.92 | 3/20/2032 | — | — | | | 2/16/2023 | 97,778 | 62,222 | — | 9.74 | 2/15/2033 | — | — | | | 5/14/2024 | — | 160,000 | — | 9.92 | 5/13/2034 | — | — | | | 6/10/2024 | 37,882 | — | — | 8.72 | 6/9/2034 | — | — | | | 12/5/2024 | — | 226,000 | — | 5.05 | 12/4/2034 | — | — | | David J. Moss | 1/01/2018 | 400,000 | — | — | 7.80 | 12/31/2027 | — | — | | | 11/25/2019 | 275,000 | — | — | 3.91 | 11/25/2029 | — | — | | | 1/19/2021 | 58,101 | 1,236 | — | 24.82 | 1/18/2031 | — | — | | | 6/22/2021 | 61,830 | 8,833 | — | 17.49 | 6/21/2031 | — | — | | | 3/21/2022 | 119,167 | 10,833 | — | 7.92 | 3/20/2032 | — | — | | | 2/16/2023 | 97,778 | 62,222 | — | 9.74 | 2/15/2033 | — | — | | | 5/14/2024 | — | 160,000 | — | 9.92 | 5/13/2034 | — | — | | | 12/5/2024 | — | 223,000 | — | 5.05 | 12/4/2034 | — | — | | Mark Lowdell | 1/01/2018 | 400,000 | — | — | 7.80 | 12/31/2027 | — | — | | | 11/25/2019 | 180,000 | — | — | 3.91 | 11/25/2029 | — | — | | | 3/21/2022 | 60,667 | 43,333 | — | 7.92 | 3/20/2032 | — | — | | | 5/14/2024 | — | 100,000 | — | 9.92 | 5/13/2034 | — | — | | | 12/5/2024 | — | 140,000 | — | 5.05 | 12/4/2034 | — | — |
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO Named Executive Officers (“Non-PEO NEOs”) and our performance for the fiscal years listed below. Our compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on TSR(4) ($) | Net Income (Loss) ($ millions) | | 2024 | 3,008,174 | 1,935,558 | 2,257,208 | 1,231,194 | 73.66 | (42) | | 2023 | 1,694,818 | 2,518,697 | 869,728 | 1,363,701 | 178.45 | (30) |
Pay Versus Performance
(1) Raymond J. Tesi, M.D., was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are David Moss and Mark Lowdell. (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 earned, realized, or received by our Named Executive Officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for our PEO and 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.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 3,008,174 | (2,234,364) | 1,161,748 | 1,935,558 | | 2023 | 1,694,818 | (1,194,318) | 2,018,197 | 2,518,697 |
Pay Versus Performance
| Year | Average Summary Compensation Table 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,257,208 | (1,883,840) | 857,826 | 1,231,194 | | 2023 | 869,728 | (597,159) | 1,091,132 | 1,363,701 |
Pay Versus Performance
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
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Equity Awards Granted in Prior Year that are Unvested as of Last Day of Year for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Grant in Prior Year that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total – Inclusion of Equity Values for PEO ($) | | 2024 | 1,462,365 | (409,142) | 260,171 | (151,646) | — | 1,161,748 | | 2023 | 1,466,856 | 415,824 | — | 135,517 | — | 2,018,197 |
Pay Versus Performance
| 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 ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Equity Awards Non-PEO NEOs ($) | 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 ($) | Total – Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 1,220,680 | (233,433) | — | (129,421) | — | 857,826 | | 2023 | 733,428 | 276,026 | — | 81,678 | — | 1,091,132 |
Pay Versus Performance
(4) The Company TSR assumes $100 was invested in the Company for the period starting December 31, 2022 through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our cumulative TSR over the two most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income (loss) during the two most recently completed fiscal years.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth the compensation of our directors for the year ended December 31, 2024, who are not one of our Named Executive Officers:
DIRECTOR COMPENSATION
| Name | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Timothy Schroeder | 2024 | 45,000 | — | 248,598 | — | 293,598 | | J. Kelly Ganjei | 2024 | 45,000 | — | 248,598 | — | 293,598 | | Edgardo Baracchini(2) | 2024 | 20,000 | — | 99,494 | — | 119,494 | | Scott Juda, J.D. | 2024 | 45,000 | — | 248,598 | — | 293,598 | | Marcia Allen | 2024 | 45,000 | — | 248,598 | — | 293,598 |
DIRECTOR COMPENSATION
(1) This column shows the grant date fair value of awards computed in accordance with stock-based compensation accounting rules Accounting Standards Codification Topic 718. (2) Resigned from the Board of Directors on July 5, 2024.