DEF 14A of ImmunityBio, Inc.
Filed Apr 29, 2024 · FY20230001326110-24-000054
| i |
| Non-Employee Director Stock Ownership Policy | 37 | | Director Compensation Table | 38 | | PAY VERSUS PERFORMANCE | 39 | | Pay Versus Performance Table | 39 | | Narrative Disclosure to Pay Versus Performance Table | 41 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 42 | | PROPOSAL 4 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 45 | | Board Recommendation | 45 | | AUDIT MATTERS | 46 | | Audit Committee Report | 46 | | Fees Paid to Independent Registered Public Accounting Firm | 47 | | ANNUAL REPORT ON FORM 10-K | 47 | | CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS | 48 | | Cambridge Investment | 48 | | Related-Party Debt | 49 | | Other Related-Party Agreements and Arrangements | 57 | | Indemnification Agreements | 61 | | Policies for Approval of Related-Party Transactions | 61 | | OTHER MATTERS | 62 | | Stockholder Proposals for the 2025 Annual Meeting | 62 | | Availability of Bylaws | 63 | | Code of Global Business Conduct and Ethics | 63 | | Householding of Proxy Materials | 63 | | No Incorporation by Reference | 63 | | APPENDIX A: IMMUNITYBIO, INC. 2015 EQUITY INCENTIVE PLAN | A-1 |
Required Vote
Required Vote The directors elected to the Board will be elected by a plurality of the voting power of shares present live via the Internet or represented by proxy and entitled to vote on the election of directors. In other words, the nine nominees receiving the highest number of “FOR” votes will be elected as directors. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld, for the election of Dr. Patrick Soon-Shiong, Cheryl L. Cohen, Richard Adcock, Michael D. Blaszyk, John Owen Brennan, Gen. Wesley Clark, Dr. Linda Maxwell, Christobel Selecky and Dr. Barry J. Simon. Broker non-votes have no effect on this proposal.
Required Vote
| THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NINE NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED. |
Required Vote
Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills, and experiences which led the Board to conclude that each nominee should serve on the Board at this time. There are no family relationships among any of our directors or among any of our directors and our executive officers.
Required Vote
| Director Biographies |
Required Vote
Patrick Soon-Shiong, M.D., FRCS (C), FACS was appointed Executive Chairman of the Board in October 2020 and Global Chief Scientific and Medical Officer of the company on August 11, 2021. Previously, he served as the Chairman of the Board and Chief Executive Officer from March 2015 to October 2020, as the Co-Chairman of the Board from December 2014 to March 2015, and as our Chief Medical Officer from January 2015 to March 2015. In 2011, he founded NantWorks, LLC (NantWorks), an ecosystem of companies to create a transformative global health information and next generation pharmaceutical development network, for the secure sharing of genetic and medical information. Dr. Soon-Shiong invented and developed Abraxane®, the nation’s first Food and Drug Administration (FDA)-approved protein nanoparticle albumin-bound delivery technology for the treatment of cancer. Abraxane was approved by the FDA for metastatic breast cancer in 2005, lung cancer in 2012, and pancreatic cancer in 2013. Abraxane is now approved in many countries across the globe. From 1997 to 2010, Dr. Soon-Shiong served as founder, chairman, and chief executive officer of two global pharmaceutical companies, American Pharmaceutical Partners (sold to Fresenius SE for $4.6 billion in 2008) and Abraxis BioScience (sold to Celgene Corporation for $3.8 billion in 2010). In 2018, he became the owner and executive chairman of the Los Angeles Times, Los Angeles Times en Español and other publications under the California Times. Dr. Soon-Shiong is chairman of the Chan Soon-Shiong Family Foundation and the Chan Soon-Shiong Institute of Molecular Medicine, a nonprofit medical research organization. He also serves as chair of the board of directors of the Access to Advanced Health Institute, a nonprofit biotech research institute located in Seattle focused on combating some of the world’s deadliest diseases, including COVID-19, cancer, fungal and parasitic infections, and other non-communicable diseases. He is a visiting Professor at the Imperial College of London. Dr. Soon-Shiong holds a degree in medicine from the University of the Witwatersrand and a M.Sc. in science from the University of British Columbia. We believe Dr. Soon-Shiong is qualified to serve as a member of the Board based on his depth of expertise as chairman and chief executive officer of multiple multi-billion dollar companies in the life sciences industry, his broad experience in the research and development of pioneering technologies, and his educational background. Pursuant to the Subscription and Investment Agreement between the company and Cambridge Equities, LP (Cambridge), Cambridge has the right to designate one individual to be nominated and recommended for election by the Board for as long as Cambridge continues to hold at least 20% of the issued and outstanding shares of the company’s common stock. Dr. Soon-Shiong has been selected by Cambridge to hold this Board seat. Cheryl L. Cohen was appointed Lead Independent Director in March 2023 and has served as a member of the Board since June 2019. Since 2014, Ms. Cohen has served as principal owner and president of CLC Consulting, LLC, a pharmaceutical and biotechnology consulting firm specializing in new product start-up and commercialization. Prior to CLC, she served as chief commercial officer of Medivation, Inc., a publicly-traded bio-pharmaceutical company, from 2011 until 2014. From 2007 to 2008, she served as Vice President, Strategic Commercial Group, of Health Care Systems, Inc., a Johnson & Johnson company, and from 1998 to 2007, she worked at Janssen Biotech, Inc. (formerly Centocor Biotech, Inc.), a Johnson & Johnson company, in a variety of senior sales roles including Vice President, Rheumatology Franchise. Ms. Cohen has served on the board of directors of Celldex Therapeutics, Inc. (Nasdaq:CLDX) since June 2022. She previously served on the board of directors of MEI Pharma, Inc. (Nasdaq:MEIP), Ignyte Acquisition, Corp. (Nasdaq:IGNY), Aerpio Pharmaceuticals, Inc., Eledon Pharmaceuticals, Inc. (formerly known as Novus Therapeutics, Inc.) (Nasdaq:ELDN), Vital Therapies, Inc., Protein Sciences Corporation, and LadRx Corporation (formerly CytRx Corporation (OTCQB:LADX)). She began her career at Solvay Pharmaceuticals in a variety of sales positions. Ms. Cohen received her B.A. from Saint Joseph College. We believe Ms. Cohen is qualified to serve as a member of the Board based on her extensive experience with and knowledge of the healthcare industry, commercialization expertise, and experience serving on boards of directors of public companies. Richard Adcock has served as our Chief Executive Officer since October 2020 and as President of the company and a member of the Board since March 2021. He has over 30 years of leadership experience in the healthcare industry. From January 2018 to September 2020, he served as chief executive officer of Verity Health System of California, Inc. (Verity Health), a nonprofit public benefit corporation healthcare provider, that he steered through a successful restructuring event. Prior to joining Verity Health, he served in various capacities at Sanford Health, a not-for-profit integrated healthcare delivery system, including as its chief innovation officer, president, executive vice president and director from 2004 to 2017. Prior to Sanford Health, he served as global engineering director at GE Healthcare. Mr. Adcock holds a B.S. in Business Administration from Northern State University and an M.B.A. in Healthcare Management from University of Phoenix. We believe Mr. Adcock is qualified to serve as a member of the Board based on his extensive knowledge of the healthcare industry and his experience in senior management roles at leading healthcare companies. Michael D. Blaszyk has served as a member of the Board since July 2015. Since July 2017, Mr. Blaszyk has served as an operating partner of Beecken Petty O’Keefe & Company, LLC (BPOC), a capital markets company. Prior to BPOC, he served as the chief financial officer and chief corporate officer of Dignity Health (formerly known as Catholic Healthcare West), a not-for-profit public benefit corporation, from December 2000 until his retirement in December 2015. Prior to joining Dignity Health, he served as the senior vice president and chief financial officer of University Hospitals Health System in Cleveland, Ohio, a healthcare system, from 1997 to 2000. He also previously served as the managing partner of the Northeast Region Health Care Provider Consulting Practice for Mercer LLC (formerly known as William M. Mercer), a global consulting firm, and the executive vice president of Boston Medical Center, a not-for-profit academic medical center. Mr. Blaszyk is a director/manager for Medicus, NantHealth (a company affiliated with Dr. Soon-Shiong), and Health Management Associates. He received his B.S. in Life Sciences from Wayne State University and his Masters in Health Administration from the University of Colorado. We believe Mr. Blaszyk is qualified to serve as a member of the Board based on his extensive experience with and knowledge of the healthcare industry and his significant financial and accounting background.
Required Vote
John Owen Brennan has served as a member of the Board since March 2021. Mr. Brennan served on the board of directors of ImmunityBio, Inc. (a private company) from February 2021 until March 9, 2021. Mr. Brennan served for 29 years in a variety of roles at the U.S. Central Intelligence Agency (CIA), rising from analyst to station chief, and was ultimately appointed as the agency’s Director by President Barack Obama, leading the CIA from March 2013 to January 2017. From 2009 to 2013, he served as Deputy National Security Advisor for Homeland Security and Counterterrorism and has also served as a senior national security and intelligence analyst and contributor for NBC and MSNBC since February 2018. Mr. Brennan has served on numerous boards of advisors and boards of directors of private sector companies, including his current service on the Swiss Re Strategic Council. He earned a Bachelor of Arts degree from Fordham University, which included study abroad at the American University in Cairo, and is a Distinguished Fellow, Center on National Security, Fordham University School of Law. He earned a Master of Arts from the University of Texas at Austin, where he currently serves as a Distinguished Scholar, Intelligence Studies Project. He is also a Member, International Institute for Strategic Studies Board of Trustees, a Member, Homeland Intelligence Experts Group, Officer of Intelligence & Analysis, U.S. Department of Homeland Security, a Principal, WestExec Advisors, a Member, Treliant LLC Board of Managers, a Senior Advisor, McKinsey & Company, Inc, a Member, Avenue Sustainable Solutions Fund L.P. Board of Advisors, and a Director, Performance Drone Works LLC. We believe Mr. Brennan is qualified to serve as a member of the Board based on his demonstrated fidelity and leadership experience throughout his career, and his acumen for public affairs. Wesley Clark has served as a member of the Board since March 2021. General Clark, USA, Retired, served on the board of directors of ImmunityBio, Inc. (a private company) from February 2021 until March 9, 2021. He served for 34 years in the U.S. Army, rising through the ranks to earn his fourth star as a full general in 1996. He served as the Supreme Allied Commander Europe of NATO from 1997 to 2000, where he commanded Operation Allied Force in the Kosovo War. Highly decorated throughout his career, Gen. Clark was awarded the U.S. Presidential Medal of Freedom by President William J. Clinton. Since March 2003, he has served as chairman and chief executive officer of Wesley K. Clark & Associates, LLC, a consulting firm specializing in business development, crisis support and strategic communications. Since 2010, he has served as chairman and chief executive officer of Enverra, Inc., a boutique investment bank. Gen. Clark has served on the board of directors of Equinox Gold Corp. (TSX:EQX, NYSE American:EQX) since 2016 and served on the board of directors of Rentech, Inc. from 2010 to 2018. He is a graduate of the U.S. Military Academy at West Point, where he was class valedictorian. After graduating from West Point, he was awarded a Rhodes Scholarship to the University of Oxford where he earned degrees in philosophy, politics and economics. He earned a master’s degree in military science from the Command and General Staff College. We believe Gen. Clark is qualified to serve as a member of the Board based on his extensive leadership experience, success in both the public and private sectors, and experience serving on other public company boards of directors. Linda Maxwell, M.D., M.B.A., FRCSC has served as a member of the Board since March 2021. Dr. Maxwell is an experienced physician and surgeon, having managed her own head and neck surgical practice since 2006. She is a medical educator, a published scientific author, and a health technology entrepreneur and innovator. As of March 2022, she is an Operating Partner at DCVC Management Co, LLC, a venture capital fund. She was previously an Adjunct Professor of Surgery at University of Toronto, a Distinguished Visiting Professor at Toronto Metropolitan University, and an Associate Scientist at the Li Ka Shing Knowledge Institute in Toronto. She is the Founder and former Executive Director of the Biomedical Zone at Toronto Metropolitan University, Canada’s premier hospital-embedded medical technology incubator for early-stage digital health and medical technology companies, and has guided a wide variety of startup companies through clinical development, capitalization and commercialization. She has also managed a life sciences tech transfer portfolio at the University of Oxford and the UK National Health Service, executing patent strategy, spin-out company formation, and early-stage capital raising. She has also served as a healthcare innovation expert to various Canadian federal, provincial, and local government entities, as a member of the Department Audit Committee of the Public Health Agency of Canada, and as an advisor to the Canadian Medical Association and the Canadian Space Agency. She currently serves on the board of directors of United Therapeutics Corporation. Dr. Maxwell earned an A.B. with honors from Harvard University, an M.D. from Yale University School of Medicine, and an M.B.A. from the Saïd Business School at the University of Oxford. We believe Dr. Maxwell is qualified to serve as a member of the Board based on her extensive medical and scientific knowledge and experience, and her experience advising and cultivating companies in the health technology industry. Christobel Selecky has served as a member of the Board since March 2021. Ms. Selecky served on the board of directors of ImmunityBio, Inc. (a private company) from August 2020 until March 9, 2021. Ms. Selecky has more than 35 years of healthcare industry experience. She is the principal at Population Health Strategies, her healthcare consultancy, where since 2009 she has provided strategic consulting to management teams, companies and investors, helping improve patient engagement, population health outcomes, and healthcare cost management. Since 2014 she has served as a Strategic Advisor at Ceresti Health, a privately-held healthcare technology company, and has served as a lecturer in Healthcare Entrepreneurship for the M.B.A. program at the University of California, Irvine since 2017. She held several leadership positions over her 14-year career at FHP International Corporation, which ended in 1995 including as President of the FHP California Health Plan. She subsequently co-founded, and served as President, CEO, and Executive Chairman of LifeMasters Supported SelfCare, a national leader in the field of disease and population health management. She currently serves on the boards of directors of Teleperformance SE (TEP – ISIN: FR0000051807 – Reuters: TEPRF.PA – Bloomberg: TEP FP), a French public company providing business services, Satellite Healthcare, a leading not-for-profit provider of kidney dialysis and related services, and Griswold Home Care, a privately-held non-medical home care company. She is active in several board governance organizations such as NACD (where she is a board member of the Pacific Southwest Chapter), the Private Directors Association, and Women Corporate Directors and has been a member of audit, compensation, governance and other committees of boards of directors on which she has served. Ms. Selecky received her B.A. from the University of Delaware and her M.A. from Syracuse University. We believe Ms. Selecky is qualified to serve as a member of the Board based on her extensive experience in and knowledge of the healthcare industry, experience in board governance, and experience in advising stakeholders of healthcare companies at various stages of growth.
Required Vote
Barry J. Simon, M.D. has served as a member of the Board since 2007 and as Chief Corporate Affairs Officer of the company since March 2021. Dr. Simon previously served as our President and Chief Administrative Officer from January 2017 to March 2021, and as President and Chief Operating Officer from 2015 to 2016. From 2007 to 2015, he was our President and Chief Executive Officer. He has served as president, chief executive officer and chairman of Brink Biologics Inc., a bioanalytics, reagents and testing services company (a company affiliated with Dr. Soon-Shiong), since March 2015. Previously, he held vice president, senior level, and advisory positions at F. Hoffmann-La Roche, a global healthcare company, Roche Labs, a pharmaceuticals company, Connetics Corporation, a specialty pharmaceutical company, Immunomedics, a biopharmaceutical company, Immusol, a biopharmaceutical company, HealthPro BioVentures, LLC, a healthcare and life sciences investment bank, and NorthSound Capital, LLC, a U.S.-based hedge fund. He currently serves as a director of Viracta Therapeutics, Inc. (Nasdaq:VIRX), a biopharmaceutical company, since March 2021. He previously served as a director of Cue Biopharma, Inc. (Nasdaq:CUE), a biopharmaceutical company, from 2016 to June 2021 and as a director of Viracta from July 2017 to November 2020. He has broad experience in public and private settings, having led private and public equity offerings, product and portfolio divestitures and acquisitions, strategic licensing and joint ventures, as well as commercial product launches, investigational new drug and biologics license application regulatory filings, human-enabling programs, manufacturing, quality control and life cycle management. He has worked across several therapeutic areas including oncology, virology, ophthalmology and dermatology on products launches including Xeloda®, Pegasys®, Fortovase®, Tamiflu®, Camptobell®, Boniva®, Fuzeon®, Valcyt®, and Accutane®. He attended corporate training programs through the London School of Business and Amos Tuck School of Business at Dartmouth College. Dr. Simon trained clinically in Infectious Diseases at Albert Einstein College of Medicine, Anesthesiology at The Mount Sinai Medical Center, and Internal Medicine at New York University and received his M.D. from the SUNY Downstate Health Sciences Center in New York. We believe Dr. Simon is qualified to serve as a member of the Board based on his extensive medical and scientific knowledge and experience, and senior management experience in the biopharmaceutical industry.
Required Vote
| Corporate Governance |
Required Vote
| Composition of the Board |
Required Vote
Our business affairs are managed under the direction of the Board, which is currently comprised of nine members. Six of the nine directors qualify as “independent” within the meaning of such term as set forth in the listing standards of the Nasdaq Stock Exchange (Nasdaq). Under Nasdaq rules, a director will only qualify as an “independent director” if, among other things, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. On June 18, 2015, we entered into a letter agreement with Cambridge (Cambridge Nominating Agreement). Pursuant to the Cambridge Nominating Agreement, Cambridge has the right to designate one individual to be nominated and recommended for election by the Board or a duly authorized committee thereof, for as long as Cambridge or its affiliates continues to hold at least 20% of the issued and outstanding shares of the company’s common stock, subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions. Dr. Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer, controls the entity that is the general partner of Cambridge and was selected by Cambridge to hold this board seat. The Cambridge director nominee shall be nominated and recommended for election to the Board, subject to any applicable limitations imposed by Delaware General Corporation Law (DGCL), the Board’s fiduciary duties to our stockholders, and any other applicable law. Cambridge’s right to have a designee nominated or appointed to serve on the Board shall automatically terminate whenever Cambridge owns less than 20% of the company’s issued and outstanding shares of common stock. Under the terms of his employment agreement, Dr. Barry J. Simon, the company’s Chief Corporate Affairs Officer, for so long as he remains an employee of the company, shall be nominated and recommended for election to the Board at each annual meeting of stockholders by the Board or a duly authorized committee thereof. If Dr. Simon’s employment with us is terminated for any reason, his membership on the Board will also terminate, unless otherwise agreed in writing by the company and Dr. Simon. The company’s Corporate Governance Guidelines require that at least a majority of the Board shall consist of United States citizens and/or directors residing in the United States. At each annual meeting of stockholders, the terms of each of our nine incumbent directors expire and all members of the Board will stand for election. The nine directors elected at the annual meeting will serve from the time of election and qualification until the earliest of the next annual meeting of stockholders following such election or their resignation or removal.
Required Vote
| Board Leadership Structure |
Required Vote
As described below, the Board is led by Dr. Soon-Shiong, our Executive Chairman since October 2020, and Ms. Cohen, our Lead Independent Director since March 2023.
Taxation of “Parachute” Payments
Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to additional excise taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC Topic 718, Stock Compensation, the standard which governs the accounting treatment of stock-based compensation awards. The grant date fair value of our share-based payment awards is reported in the Summary Compensation Table below (or the year-end fair value or vesting date fair value in the case of the Pay Versus Performance Tables), even though recipients may never realize any value from their equity awards.
Executive Compensation Tables
| Summary Compensation Table |
Executive Compensation Tables
| Name and Principal Position (a) | Year (b) | Salary ($) (1) (c) | Bonus ($) (2) (d) | Stock Awards ($) (3) (e) | Option Awards ($) (4) (f) | Non-Equity Incentive Plan Compensation ($) (5) (g) | All Other Compensation ($) (6) (i) | Total ($) (j) | | Richard Adcock | 2023 | 796,000 | 298,500 | — | — | — | 62,403 | 1,156,903 | | Chief Executive Officer and President | 2022 | 790,760 | — | — | 3,159,057 | — | 58,690 | 4,008,507 | | David Sachs | 2023 | 537,525 | 273,980 | 233,457 | — | — | 13,120 | 1,058,082 | | Chief Financial Officer | 2022 | 521,039 | — | — | 1,128,235 | — | 12,288 | 1,661,562 | | Patrick Soon-Shiong, M.D. | 2023 | 621,000 | 232,875 | — | — | — | 11,465 | 865,340 | | Global Chief Scientific and Medical Officer | 2022 | 616,962 | — | — | 3,159,057 | — | 12,232 | 3,788,251 |
Executive Compensation Tables
| Grants of Plan-Based Awards |
Executive Compensation Tables
| Outstanding Equity Awards at Fiscal Year-End |
Executive Compensation Tables
| Option Exercises and Stock Vested |
Executive Compensation Tables
| Director Compensation |
Executive Compensation Tables
| 2023 Director Compensation Policy |
Executive Compensation Tables
| Director Compensation Table |
Executive Compensation Tables
| Name (a) | Fees Earned or Paid in Cash ($) (b) | Option Awards ($) (1)(2) (d) | Total ($) (h) | | Michael D. Blaszyk | 110,000 | 400,000 | 510,000 | | John Owen Brennan | 72,500 | 400,000 | 472,500 | | Wesley Clark | 65,000 | 400,000 | 465,000 | | Cheryl L. Cohen | 106,253 | 400,000 | 506,253 | | Linda Maxwell | 87,500 | 400,000 | 487,500 | | Christobel Selecky | 70,000 | 400,000 | 470,000 |
Executive Compensation Tables
| Pay Versus Performance |
Executive Compensation Tables
| Pay Versus Performance Table |
Executive Compensation Tables
| Narrative Disclosure to Pay Versus Performance Table |
Compensation Actually Paid vs Total Shareholder Return
Compensation Actually Paid vs Total Shareholder Return
Compensation Actually Paid vs Net Loss
Compensation Actually Paid vs Net Loss
Compensation Actually Paid vs Net Loss
| Security Ownership of Certain Beneficial Owners and Management |
Compensation Actually Paid vs Net Loss
The following table sets forth certain information, as of April 17, 2024, with respect to the holdings of (i) each person who is the beneficial owner of more than 5% of our common stock, (ii) each of our directors, (iii) each executive officer, and (iv) all of our current directors and executive officers as a group. Beneficial ownership representing less than 1% is denoted with an asterisk (*) in the table below. Beneficial ownership of our common stock is determined in accordance with the rules of the SEC and includes any shares of common stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of April 17, 2024. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. Applicable percentage ownership in the following table is based on 677,036,411 shares of common stock outstanding as of April 17, 2024 plus, for each individual, any securities that individual has the right to acquire within 60 days of that date.
Compensation Actually Paid vs Net Loss
| Name and Address of Beneficial Owner (1) | Number of Shares of Common Stock Beneficially Owned | Percentage of Common Stock Beneficially Owned | | 5% Stockholders: | | | | Patrick Soon-Shiong, M.D., FRCS (C), FACS (2) | 696,401,068 | 82.82% | | Cambridge Equities, LP (3) | 261,705,814 | 38.65% | | Nant Capital, LLC (4) | 291,698,854 | 34.75% | | California Capital Equity, LLC (5) | 106,511,412 | 15.73% | | NantWorks, LLC (6) | 98,535,253 | 14.55% | | NantMobile, LLC (7) | 47,557,934 | 7.02% | | Other Directors and Named Executive Officers: | | | | Richard Adcock (8) | 1,459,804 | * | | David Sachs (9) | 352,504 | * | | Michael D. Blaszyk (10) | 717,846 | * | | John Owen Brennan (11) | 399,137 | * | | Wesley Clark (12) | 382,137 | * | | Cheryl L. Cohen (13) | 652,881 | * | | Linda Maxwell, M.D., M.B.A., FRCSC (14) | 374,137 | * | | Christobel Selecky (14) | 374,137 | * | | Barry J. Simon, M.D. (15) | 3,996,374 | * | | All directors and executive officers as a group (11 persons) (16) | 705,213,883 | 83.40% |
Compensation Actually Paid vs Net Loss
________________ (1)The address of each of the individuals and entities named in the table above is c/o ImmunityBio, Inc., 3530 John Hopkins Court, San Diego, California 92121. (2)Consists of (i) 261,705,814 shares held by Cambridge, (ii) 29,473,932 shares directly held by Dr. Soon-Shiong, (iii) 129,227,017 shares held by Nant Capital, LLC (Nant Capital), (iv) 47,557,934 shares held by NantMobile, LLC (NantMobile), (v) 32,606,985 shares held by NantCancerStemCell, LLC (NCSC), (vi) 9,986,920 shares held by NantWorks, (vii) 8,383,414 shares held by NantBio, Inc. (NantBio), (viii) 7,976,159 shares held by California Capital Equity, LLC (California Capital), (ix) 5,618,326 shares held by the Chan Soon-Shiong Family Foundation, (x) 162,471,837 shares that Nant Capital has the right to acquire within 60 days of April 17, 2024 pursuant to the conversion of promissory notes, and (xi) 1,392,730 shares issuable upon the exercise of stock options that were exercisable as of April 17, 2024. (3)Consists of 261,705,814 shares held by Cambridge. MP 13 Ventures, LLC (MP 13 Ventures) is the general partner of Cambridge and thus may be deemed to have beneficial ownership of the shares held by Cambridge. Dr. Soon-Shiong, Executive Chairman of the Board and Global Chief Scientific and Medical Officer of the company, is the sole member of MP 13 Ventures. (4)Consists of (i) 129,227,017 shares held by Nant Capital and (ii) 162,471,837 shares that Nant Capital has the right to acquire within 60 days of April 17, 2024 pursuant to the conversion of promissory notes. Dr. Soon-Shiong directly owns equity interests in Nant Capital and may be deemed to have beneficial ownership of and voting and dispositive power over the shares held by Nant Capital. (5)Consists of (i) 7,976,159 shares held by California Capital, (ii) 47,557,934 shares held by NantMobile, (iii) 32,606,985 shares held by NCSC, (iv) 9,986,920 shares held by NantWorks, and (v) 8,383,414 shares held by NantBio. Dr. Soon-Shiong directly owns equity interests in California Capital and may be deemed to have beneficial ownership of and voting and dispositive power over the shares held by California Capital. (6)Consists of (i) 9,986,920 shares held by NantWorks, (ii) 8,383,414 shares held by NantBio, (iii) 47,557,934 shares held by NantMobile, and (iv) 32,606,985 shares held by NCSC. NantWorks is the majority stockholder of NantBio, NantMobile, and NCSC and thus may deemed to control NantBio, NantMobile, and NCSC. NantBio is the sole shareholder of NCSC. Dr. Soon-Shiong indirectly beneficially owns equity interests in NantWorks and thus may be deemed to control NantWorks and each entity directly or indirectly controlled by NantWorks (including NantBio, NantMobile, and NCSC) and has voting and dispositive power over the shares held by NantWorks. (7)Consists of 47,557,934 shares held by NantMobile. Dr. Soon-Shiong indirectly beneficially owns equity interests in NantWorks and thus may be deemed to control NantWorks and each entity directly or indirectly controlled by NantWorks (including NantMobile) and has voting and dispositive power over the shares held by NantWorks. (8)Consists of (i) 243,138 shares directly held by Mr. Adcock and (ii) 1,216,666 shares issuable upon the exercise of stock options that were exercisable as of April 17, 2024. (9)Consists of (i) 185,838 shares directly held by Mr. Sachs and (ii) 166,666 shares issuable upon the exercise of stock options that were exercisable as of April 17, 2024. (10)Consists of (i) 193,667 shares directly held by Mr. Blaszyk, (ii) 71,915 shares indirectly held, (iii) 294,001 shares issuable upon the exercise of stock options that were exercisable as of April 17, 2024, and (iv) 158,263 shares issuable upon the exercise of stock options vesting within 60 days of April 17, 2024. (11)Consists of (i) 25,000 shares directly held by Mr. Brennan, (ii) 215,874 shares issuable upon the exercise of stock options that were exercisable as of April 17, 2024, and (iii) 158,263 shares issuable upon the exercise of stock options vesting within 60 days of April 17, 2024. (12)Consists of (i) 8,000 shares directly held by Gen. Clark, (ii) 215,874 shares issuable upon the exercise of stock options that were exercisable as of April 17, 2024, and (iii) 158,263 shares issuable upon the exercise of stock options vesting within 60 days of April 17, 2024. (13)Consists of (i) 200,617 shares directly held by Ms. Cohen, (ii) 294,001 shares issuable upon the exercise of stock options that were exercisable as of April 17, 2024, and (iii) 158,263 shares issuable upon the exercise of stock options vesting within 60 days of April 17, 2024. (14)Consists of (i) 215,874 shares issuable to Dr. Maxwell and Ms. Selecky upon the exercise of stock options that were exercisable as of April 17, 2024 and (ii) 158,263 shares issuable upon the exercise of stock options vesting within 60 days of April 17, 2024. (15)Consists of (i) 3,123,761 shares directly held by Dr. Simon and (ii) 872,613 shares issuable upon the exercise of stock options that were exercisable as of April 17, 2024. (16)Consists of (i) 33,548,287 shares directly held, (ii) 503,134,484 shares indirectly held, (iii) 162,471,837 shares that Nant Capital has the right to acquire within 60 days of April 17, 2024 pursuant to the conversion of promissory notes, (iv) 5,109,697 shares issuable upon the exercise of stock options that were exercisable as of April 17, 2024, and (v) 949,578 shares issuable upon the exercise of stock options vesting within 60 days of April 17, 2024.
Compensation Actually Paid vs Net Loss
| Proposal 4 – Ratification of Selection of Independent Registered Public Accountants |
Compensation Actually Paid vs Net Loss
| Ratification of Selection of Independent Registered Public Accountants |
Compensation Actually Paid vs Net Loss
At the Annual Meeting, stockholders are being asked to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Stockholder ratification of the selection of Ernst & Young LLP is not required by our amended and restated bylaws or other applicable legal requirements. However, the Audit Committee is submitting the selection of Ernst & Young LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If the selection is not ratified by our stockholders, the Audit Committee may reconsider whether it should appoint another independent registered public accounting firm. A representative of Ernst & Young LLP is expected to attend the Annual Meeting, where he or she will be available to respond to appropriate questions and, if he or she desires, to make a statement.