DEF 14A of ImmunityBio, Inc.
Filed Apr 30, 2026 · FY20250001326110-26-000049
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, Gen. Wesley Clark, Dr. Linda Maxwell, Christobel Selecky, Dr. Barry J. Simon, and Bruce Wendel. Broker non-votes have no effect on this proposal.
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| THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NINE NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED. |
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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.
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| Director Biographies |
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| Patrick Soon-Shiong, M.D., FRCS (C), FACS | Executive Chairman of the Board | | | Dr. Soon-Shiong is the Founder of ImmunityBio, Inc. He 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. Qualifications 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. | | Director since: 2014 Committee: •Nominating and Corporate Governance (Chair) | |
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| Cheryl L. Cohen | Lead Independent Director | | | Ms. Cohen was appointed Lead Independent Director in March 2023 and has served as a member of the Board since June 2019. Since 2014, she has served as principal owner and president of CLC Consulting, LLC (CLC), 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. Qualifications 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. | | Director since: 2019 Committees: •Audit •Nominating and Corporate Governance •Special Other Public Company Board: •Celldex Therapeutics | |
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| Richard Adcock | Director | | | Mr. Adcock has served as our CEO 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. Qualifications 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. | | Director since: 2021 | |
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| Michael D. Blaszyk | Independent Director | | | Mr. Blaszyk has served as a member of the Board since July 2015. From July 2017 through April 2025, he served as an operating partner of Beecken Petty O'Keefe & Company, LLC (BPOC), a capital markets company. Prior to BPOC, he served as the senior executive vice president, 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 affiliated with Case Western University, 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 NantHealth (a company affiliated with Dr. Soon-Shiong). He has served on numerous public and private company boards and continues to serve on charitable purpose organization boards. He received his B.S. in Life Sciences from Wayne State University and his Masters in Health Administration from the Leeds School of Business, University of Colorado. Qualifications 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. | | Director since: 2015 Committees: •Audit (Chair) •Compensation •Special (Chair) Audit Committee financial expert | |
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| Wesley Clark | Independent Director | | | General Clark, USA, Retired, has served as a member of the Board since March 2021. Gen. Clark previously served on the board of directors of NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) from February 2021 until the Merger in March 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 strategic 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 Blue Acquisition Corp. (NASD:BACC) since June 2025 and joined the board of directors of Blockfusion Data Centers, Inc. in March 2026. He previously served on the boards of directors of Equinox Gold Corp. from 2020 to 2023 and 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. Qualifications 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. | | Director since: 2021 Committees: •Nominating and Corporate Governance •Related Party Transaction (Chair) Other Public Company Boards: •Directa Plus S.p.A. (Italy) •MCF Energy Ltd. (Canada) | |
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| Linda Maxwell, M.D., M.B.A., FRCSC | Independent Director | | | Dr. Maxwell has served as a member of the Board since March 2021. She 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 deep tech venture capital investment 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 (Nasdaq:UTHR). 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. Dr. Maxwell is a certified Independent Corporate Director in both the U.S. (NACD.DC) and Canada (ICD.D). Qualifications We believe Dr. Maxwell is qualified to serve as a member of the Board based on her extensive medical and scientific knowledge and experience, public company governance experience, and her experience advising and cultivating companies in the health technology industry. | | Director since: 2021 Committees: •Audit •Compensation (Chair) •Related Party Transaction Other Public Company Board: •United Therapeutics Corporation | |
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| Christobel Selecky | Independent Director | | | Ms. Selecky has served as a member of the Board since March 2021. She served on the board of directors of NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) from August 2020 until the Merger in March 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. Qualifications 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, financial expertise, and experience in advising stakeholders of healthcare companies at various stages of growth. | | Director since: 2021 Committees: •Audit •Compensation •Related Party Transaction Other Public Company Board: •Teleperformance SE (France) Audit Committee financial expert | |
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| Barry J. Simon, M.D. | Director | | | Dr. Simon has served as a member of the Board since 2007 and as Chief Corporate Affairs Officer of the company since March 2021. He 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 previously served as a director of Viracta Therapeutics, Inc., a biopharmaceutical company, from July 2017 to November 2020 and March 2021 to December 2024, and as a director of Cue Biopharma, Inc. (Nasdaq:CUE), a biopharmaceutical company, from 2016 to June 2021. 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 (IND) and biologics license application (BLA) 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. Qualifications 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. | | Director since: 2007 | |
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| Bruce Wendel | Independent Director | | | Mr. Wendel has served as a member of the Board since December 2025. He served as Chief Business Development Officer for ProMetic Biosciences Ltd., a pharmaceutical development company, from April 2018 to May 2019. He also served as Chief Strategic Officer of Hepalink USA, the U.S. subsidiary of Shenzhen Hepalink Pharmaceutical Company, from July 2012 to July 2018 and as Chief Executive Officer of Scientific Protein Laboratories, LLC from December 2014 to June 2015. Prior to this, having served in roles of increasing responsibility at Abraxis BioScience, LLC, he was appointed Vice Chairman and Chief Executive Officer, overseeing the commercialization of Abraxane® and leading the negotiations that culminated in the acquisition of the company by Celgene Corporation in 2010. He began his 14 years at Bristol-Myers Squibb Company (NYSE:BMY) in 1988 as in-house counsel before shifting to global business and corporate development where he served in roles of increasing responsibility. Subsequently, he was Vice President of Business Development at IVAX Corporation, and at American Pharmaceutical Partners, Inc. From November 2020 to May 2025, he served on the board of directors of GT BioPharma, Inc. (Nasdaq:GTBP), and from June 2016 through May 2021, he served on the board of directors of Verastem, Inc. (Nasdaq:VSTM). He also served as a director of ProMetic Biosciences Ltd. He earned a juris doctor degree from Georgetown University Law School, and a B.S. from Cornell University. Qualifications We believe Mr. Wendel is qualified to serve as a member of the Board based on his extensive leadership experience, experience with and knowledge of the healthcare industry, and experience serving on boards of directors of public companies. | | Director since: 2025 Committee: •Related Party Transaction | |
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| Corporate Governance |
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| Composition of the Board |
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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 Founder, 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. Pursuant to the company’s Certificate of Incorporation and Bylaws, the total number of directors constituting the Board shall be fixed exclusively by the Board. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by stockholders, and the directors so chosen will hold office until the next annual or special meeting of stockholders called for that purpose and until their successors are duly elected and qualified, or until their earlier resignation or removal. 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.
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| Board Leadership Structure |
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As described below, the Board is led by Dr. Soon-Shiong, our Founder and Executive Chairman since October 2020, and Ms. Cohen, our Lead Independent Director since March 2023.
Executive Compensation Policies and Practices
| Our Compensation Best Practices | | | What We Do | What We Do Not Do | | Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our compensation policies and practices. | No “Single Trigger” Change in Control Severance Payments or Benefits. We do not provide “single trigger” change in control severance payments or benefits to our NEOs. | | Retain an Independent Compensation Advisor. The Compensation Committee engages and retains its own advisors. During 2025, the Compensation Committee engaged Mercer to provide information, analysis, and other advice to assist with its responsibilities. | No Excise Tax Payments on Post-Employment Compensation Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the company. | | Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. | Limited Perquisites. We provide minimal perquisites and other personal benefits to our NEOs. | | Emphasize Long-Term Equity Compensation. The Compensation Committee uses equity awards to deliver long-term incentive compensation opportunities to our NEOs. These equity awards vest or may be earned over multi-year periods, which better serves our long-term value creation goals and retention objectives. | No Tax Reimbursement on Perquisites. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, except in limited circumstances to achieve specific business objectives. | | Reasonable Severance Arrangements. The post-employment compensation arrangements for our NEOs provide for amounts and multiples that are within reasonable market norms. | No Special Retirement, Health or Welfare Benefits. We do not provide our NEOs with any retirement, health or welfare benefits programs, other than participation in our broad-based employee plans and programs on the same basis as our other full-time, salaried employees, except in limited circumstances to achieve specific business objectives. |
Compensation Philosophy
Compensation Philosophy In order to create value for our stockholders, it is critical to attract, motivate and retain key executive officer talent by providing competitive compensation packages. The market for talented individuals in the life sciences industry is highly competitive and becoming more challenging for employers. The Compensation Committee believes our compensation program should align executive interests with the drivers of growth and stockholder returns, and support achievement of the company’s key business mission, goals, and objectives. Consequently, the Compensation Committee believes the substantial majority of NEO compensation should be at-risk and performance-based to facilitate the successful execution of our business strategy. In evaluating the company’s executive compensation level and programs for NEOs in comparison to the company’s peer group, the Compensation Committee generally targets compensation levels consistent with the market median, but considers total direct compensation above or below the median depending on level of experience and criticality of executive talent. Although the Compensation Committee considers a multitude of factors in its deliberations, including competitive positioning relative to its peer group, it places no formal weighting on any one factor.
Independent Compensation Consultant
Independent Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation. Consistent with the prior year, the Compensation Committee engaged Mercer as an independent outside compensation consultant to perform compensation advisory services during 2025 and to provide information, recommendations and other advice relating to director and executive compensation. The Compensation Committee believes working with an independent compensation consultant furthers the company’s objectives to recruit and retain qualified executives, align executive interests with those of stockholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals. The Compensation Committee intends to continue to retain a consultant to provide similar information and analyses in future years for consideration in determining annual cash, equity and other compensation for our employees, executive officers and directors. The Compensation Committee has reviewed the independence of Mercer’s advisory role relative to the consultant independence factors adopted by the SEC to guide listed companies in determining the independence of their compensation consultants, legal counsel and other advisors. Following its review, the Compensation Committee determined that no conflict of interest arose from the work performed by Mercer during the fiscal year ended December 31, 2025.
Peer Group
Peer Group For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses. The Compensation Committee also uses market data from our compensation peer group and from additional Mercer databases as one factor in evaluating whether the compensation for our executive officers is competitive in the market. The Compensation Committee and the Board, as applicable, also rely on their own knowledge and judgment in evaluating market data and making compensation decisions. In July 2024, the Compensation Committee, in consultation with Mercer, reassessed and updated its peer group of companies to assist with its 2025 compensation assessment. Natera, Inc., Exact Sciences Corporation, and Mirati Therapeutics, Inc. were removed from the peer group, while Blueprint Medicines Corporation, TG Therapeutics, Inc., and Immunocore Holdings plc were added to better align with ImmunityBio’s industry, financial size, and business model. The peer group for 2025 consists of public biotechnology companies that are relatively similar to us in terms of revenue, market capitalization and industry focus. The peer group of companies for 2025 for executive and director compensation decisions included the following companies:
Peer Group
| Neurocrine Biosciences, Inc. | Novavax, Inc. | | BridgeBio Pharma, Inc. | Arcus Biosciences, Inc. | | Blueprint Medicines Corporation | Syndax Pharmaceuticals, Inc. | | TG Therapeutics, Inc. | Kura Oncology, Inc. | | Ultragenyx Pharmaceutical Inc. | Allogene Therapeutics, Inc. | | Immunocore Holdings plc | Fate Therapeutics, Inc. |
Peer Group
This compensation peer group was used by the Compensation Committee in connection with its annual review of our executive compensation program in 2025. Specifically, the Compensation Committee reviewed the compensation data drawn from the compensation peer group, in combination with industry-specific compensation survey data, to develop a subjective representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The Compensation Committee then evaluated how our pay practices and the compensation levels of our executive officers compared to the competitive market. As part of this evaluation, the Compensation Committee also reviewed the performance measures and performance goals generally used within the competitive market to reward performance. We do not believe that it is appropriate to make compensation decisions, whether regarding base salaries or short-term or long-term incentive compensation, solely based upon competitive market data with respect to a peer or other representative group of companies. However, the Compensation Committee believes that information regarding the compensation practices of other companies is useful in at least two respects: (1) the Compensation Committee recognizes that our compensation policies and practices must be competitive in the marketplace and (2) this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages. In evaluating the company’s executive compensation level and programs for NEOs in comparison to the company’s peer group, the Compensation Committee generally targets compensation levels consistent with the market median, but considers total direct compensation above or below the median depending on level of experience and criticality of executive talent. This information is only one of several factors that the Compensation Committee considers, however, in making its decisions with respect to the compensation of our executive officers, including our NEOs.
Elements of Compensation for 2025
Elements of Compensation for 2025 The company’s executive compensation program consists of three primary elements: base salaries, annual cash incentive opportunities, and long-term incentive compensation in the form of stock options and RSU awards. Our executives, including our NEOs, also participate in the standard employee benefit plans available to most of the company’s employees. In addition, as described below, our executives, including our NEOs, are entitled to certain severance payments pursuant to their employment agreements or offer letters. Each of these compensation elements is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation and a discussion of the amounts of compensation earned by our NEOs in 2025 under each of these elements. Variable compensation represents approximately 93% of our CEO’s target total direct compensation and, on average, approximately 78% of the target total direct compensation for our other NEOs, as shown in the following charts:
Short-Term Incentive Compensation Program
Short-Term Incentive Compensation Program We provide short-term cash incentive compensation opportunities under our short-term incentive compensation plan (STIP) to our executive officers, including our NEOs, in the form of annual cash bonuses to drive our short-term success and reward NEOs for their individual performance and the performance of the company over the fiscal year. Bonuses are tied to achievement of annual corporate performance goals, as determined by the Compensation Committee in its discretion. Notwithstanding the foregoing, the Compensation Committee may adjust bonuses payable under the STIP based on achievement of individual performance goals or pay bonuses (including, without limitation, discretionary bonuses) to executives, including our NEOs, based upon such other terms and conditions as the Compensation Committee may in its discretion determine. Each executive participating in the STIP, including our NEOs, has a target bonus opportunity set for each performance period. In March 2025, the Compensation Committee established a target cash bonus amount for each NEO expressed as a percentage of annual base salary, and a set of pre-established objective company performance criteria with various relative weighting under the STIP. For fiscal year 2025, the target amounts were 75% for Mr. Adcock and Dr. Soon-Shiong and 50% for Mr. Sachs and Ms. Lauer, which were the same as for fiscal year 2024.
Short-Term Incentive Compensation Program
| Name | 2025 Annual Base Salary ($) | 2025 Target Bonus Opportunity (as a % of Annual Base Salary) | 2025 Target Bonus Opportunity ($) | | Richard Adcock | 835,800 | 75% | 626,850 | | David Sachs | 592,619 | 50% | 296,310 | | Patrick Soon-Shiong | 652,050 | 75% | 489,038 | | Regan Lauer | 339,292 | 50% | 169,646 |
Short-Term Incentive Compensation Program
In aggregate, the target bonus opportunities for the NEOs were positioned within a range that the Compensation Committee viewed as competitive.
Corporate Performance in Fiscal 2025 and Payouts
Corporate Performance in Fiscal 2025 and Payouts The Compensation Committee worked with senior management, the Board and Mercer to develop the performance goals for 2025 based on the company’s strategic and operational goals and objectives and a review of peer group practices for short-term incentive programs at companies at a similar stage as the company. Following these discussions, the Compensation Committee determined that 50% of the 2025 STIP metrics would be linked to Commercial and Financial results and 50% to Clinical results. The 50% Commercial and Financial component includes Revenue, weighted at 40% of the total target bonus opportunity, and Adjusted EBITDA, weighted at 10% of the total target bonus opportunity. The Clinical component was broken down further into four separate regulatory and submission objectives, with two weighted at 15% and two weighted at 10%. The annual fiscal 2025 goals for each metric were established in March 2025. The Compensation Committee believes that these metrics are highly linked to creating both short- and long-term value for our stockholders. The Compensation Committee applied business judgment in setting these objectives, related weighting and goals. A summary of key elements and outcomes of the 2025 STIP are as follows: •Payouts under the 2025 STIP could range from 0% to 140% of each NEO’s target bonus opportunity, based on achievement against the established performance goals. ◦Commercial results were weighted 40% and consisted of Revenue objectives (total revenue as presented in our Annual Report on Form 10-K for the year ended December 31, 2025). Payout under the Commercial component could range from 0% to 150%. Revenue achievement at 25% below target performance or at maximum performance would have resulted in payouts of 75% and 150%, respectively. Final achievement for the Revenue objective was 66%. ◦Financial results were weighted 10% and consisted of Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization objectives (Adjusted EBITDA – as defined below). Payout under the Financial component could range from 0% to 150%. Adjusted EBITDA achievement at 25% below target performance or at maximum performance would have resulted in payouts of approximately 50% and 150%, respectively. Final achievement for the Adjusted EBITDA objective was 86%. ◦Clinical development results were weighted 50% and included four objectives related to domestic and international regulatory approvals and submissions. Payout under the Clinical component could range from 0% to 130%. Final achievement for the clinical development objectives was 85%. The clinical development operational performance goals for the 2025 STIP are not disclosed because we believe it would be competitively harmful to do so, as it would provide competitors insight into our strategic and financing planning processes.
Corporate Performance in Fiscal 2025 and Payouts
| Corporate Performance Category | Objectives | Weighting (%) | Actual Achievement (%) | | Commercial and Financial Results | Revenue | 40% | 66% | | | Adjusted EBITDA | 10% | 86% | | Clinical Development | Objectives related to domestic and international regulatory approvals and submissions | 50% | 85% | | | Total Bonus Achievement (prior to Compensation Committee discretion) | | 77% |
Corporate Performance in Fiscal 2025 and Payouts
In February 2026, based on the assessment of our performance against these objectives, the Compensation Committee determined to award bonuses to our NEOs pursuant to the 2025 STIP and approved bonus payouts of approximately 77% of target for our NEOs. Awards were determined based on the objectives, related targets, and weightings set in March 2025. In addition, in order to reward our NEOs for their achievements for 2025 not otherwise reflected in corporate performance measures of the 2025 STIP set early in the year, the Compensation Committee determined to award additional discretionary bonuses to our NEOs such that the aggregate value of the annual bonus payout each NEO would receive was equal to 100% of each NEO’s target annual bonus opportunity. These achievements included, among others: •Successful commercial launch of our first FDA-approved drug, ANKTIVA. 2025 was our first full year of commercial sales after implementation of our permanent J-code (J9028). •Significant capital raised over the year by management to accelerate key programs •Accelerated enrollment in critical trials •Extensive regulatory successes globally and FDA Expanded Access authorizations and RMAT designation for core platforms in extremely large potential future indications The annual bonuses paid to our NEOs under the 2025 STIP and discretionary bonuses are set forth in the Summary Compensation Table below:
Corporate Performance in Fiscal 2025 and Payouts
| Name | 2025 Target Bonus Opportunity ($) | Annual Payout Under 2025 STIP ($) | Discretionary Bonus ($) | Total Bonus for 2025 ($) | | Richard Adcock | 626,850 | 485,166 | 141,684 | 626,850 | | David Sachs | 296,310 | 229,336 | 66,974 | 296,310 | | Patrick Soon-Shiong | 489,038 | 378,503 | 110,535 | 489,038 | | Regan Lauer | 169,646 | 131,302 | 38,344 | 169,646 |
Long-Term Incentive Compensation Program
Long-Term Incentive Compensation Program We believe that long-term incentive compensation in the form of equity awards is an important component of executive compensation to ensure that a significant portion of a NEO’s compensation opportunity is related to factors that directly or indirectly influence stockholder value. Further, equity participation establishes a sense of ownership and aligns executive interests with those of other stockholders. In 2015, the company adopted the ImmunityBio, Inc. 2015 Equity Incentive Plan (the 2015 Plan), and in 2025 the company adopted the ImmunityBio, Inc. 2025 Equity Incentive Plan (the 2025 Plan). Historically, the company has granted RSU awards and option awards to employees and executives at various times. Option awards, when granted with exercise prices equal to the fair market value of our common stock on the date of grant, are inherently performance oriented and provide an appropriate long-term incentive for our executive officers, since the option awards reward them only to the extent that our stock price increases and stockholders realize value following their grant date. RSU awards provide tangible value to executive officers and serve as an incentive and retention tool during a difficult operating or volatile business environment, while still being tied to stockholder value. Additionally, RSU awards enable our executive officers to accumulate stock ownership in the company to further increase their alignment with stockholders. The company proposes awards for participants in the LTIP, including executive management, based on peer data and analysis in consultation with Mercer. Proposed grant values for participants are discussed and modified or approved by the Compensation Committee. The approved target grant value is divided into a dollar value for RSU awards and a dollar value for option awards based on the vehicle mix as approved by the Compensation Committee (which was allocated 25% to RSU awards and 75% to option awards, respectively, for NEOs in 2025). The aggregate number of RSU awards is determined by dividing (i) the value of the RSU award by (ii) the average closing sales price (the closing price) of the company’s common stock in trading on the Nasdaq on each of the twenty (20) trading days encompassing from the date the Compensation Committee approves the award. The aggregate number of shares of the company’s common stock subject to option awards is determined by dividing (i) the value of the option award in U.S. dollars by (ii) the grant date fair value, as determined under accounting principles generally accepted in the U.S. (U.S. GAAP), of an option award covering one share of the company’s common stock, with such determination utilizing the Black-Scholes option pricing model, provided that such model will incorporate the average closing price of the company’s common stock in trading on the Nasdaq on each of the twenty (20) trading days encompassing the date the Compensation Committee approves the award. In February 2025, in recognition of our financial and operational results and each NEO’s individual performance, the Compensation Committee approved the grant of RSU awards and option awards to our NEOs under the 2025 LTIP, effective February 10, 2025. In determining the size of each NEO’s equity awards, the Compensation Committee took into consideration the recommendations of our CEO, except with respect to his own equity awards, as well as the factors described above. The Compensation Committee also considered the existing equity holdings of each NEO, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. The Compensation Committee also considered the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value. The 2025 LTIP awards granted to our NEOs on February 10, 2025 are shown in the table below:
Long-Term Incentive Compensation Program
| | Stock Awards | Option Awards | | | Name | Number of Shares | Number of Shares | Exercise Price (1) ($) | | Richard Adcock | 822,368 | 2,812,500 | 3.39 | | David Sachs | 246,710 | 843,750 | 3.39 | | Patrick Soon-Shiong | 822,368 | 2,812,500 | 3.39 | | Regan Lauer | 16,447 | 56,250 | 3.39 |
Long-Term Incentive Compensation Program
_______________ (1) Equal to the closing price of the company’s common stock as reported on the Nasdaq on the date of grant. Each award granted to our NEOs in connection with the 2025 LTIP vests ratably over three years, subject in each instance to the award recipient remaining a “service provider” (as that term is defined in the 2015 Plan) through each applicable vesting date.
Perquisites and Other Benefits
| Employment and Change in Control Agreements |
Overview of Employment Agreements
Overview of Employment Agreements
Merger and Change in Control
Merger and Change in Control
ImmunityBio, Inc. 2025 Equity Incentive Plan
ImmunityBio, Inc. 2025 Equity Incentive Plan The 2025 Plan provides that in the event of a merger or change in control, as defined under the 2025 Plan, each outstanding award will be treated as the Administrator determines, which may include continuation by the successor corporation, acceleration of vesting, or termination in exchange for cash or property. If the successor corporation does not continue an award, the participant will fully vest in 100% of the then-unvested shares subject to outstanding options and stock appreciation rights, all restrictions on restricted stock and RSUs will lapse, and all performance goals or other vesting criteria for performance-based awards will be treated as achieved at 100% of target levels.
ImmunityBio, Inc. 2015 Equity Incentive Plan
ImmunityBio, Inc. 2015 Equity Incentive Plan The 2015 Plan provides that in the event of a merger or change in control, as defined under the 2015 Plan, each then outstanding award will be treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on the shares subject to such award will lapse, all performance goals or other vesting criteria applicable to the shares subject to such award will be deemed achieved at 100% of target levels and all of the shares subject to such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time.
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
2015 NantCell Stock Incentive Plan (NC 2015 Plan) The 2015 NC Plan provides that in the event of a corporate transaction, as defined in the 2015 NC Plan, each outstanding award will terminate effective upon the consummation of such corporate transaction, except to the extent assumed or replaced in connection with such corporate transaction. The administrator may provide that awards granted under the 2015 NC Plan become vested and exercisable in connection with such a corporate transaction and release such awards from restrictions on transfer and repurchase or forfeiture rights.
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
| Potential Payments Upon Termination or Change in Control |
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
The employment agreements with Messrs. Adcock and Sachs and Ms. Lauer provide for payment of severance as follows:
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
| | Triggering Event | | | Name | Termination Without Cause ($) | Termination Without Cause or for Good Reason ($) | | Richard Adcock | 835,800 | — | | David Sachs | — | 790,159 | | Patrick Soon-Shiong (1) | — | — | | Regan Lauer | 117,447 | — |
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
_______________ (1)Dr. Soon-Shiong does not receive any form of severance in connection with his employment terms. Our NEOs’ employment agreements do not provide for any other form of termination benefits, other than severance.
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
| Policies and Practices Related to the Grant of Certain Equity Awards |
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
The Board and Compensation Committee do not take material non-public information into account when determining the timing and terms of any grants of equity awards, including option grants. The timing of any equity awards to recipients in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an employee’s commencement of employment or promotion effective date). We have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. No option awards were issued to executive officers in the fiscal year ended December 31, 2025 during any period beginning four business days before the filing of a periodic report or Current Report on Form 8-K disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
| Executive Compensation Recovery Policy |
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
Effective as of November 29, 2023, the Board adopted a compensation recovery policy, a copy of which was filed as Exhibit 97.1 to our Annual Report for the fiscal year ended December 31, 2023. The compensation recovery policy is intended to further the company’s pay-for-performance philosophy and to comply with applicable SEC and Nasdaq requirements by providing for recovery (i.e., a clawback) of certain executive compensation in the event of an accounting restatement. The application of the compensation recovery policy to executive officers is not discretionary, with limited exceptions, and applies without regard to whether an executive officer was at fault.
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
| Insider Trading Policies and Procedures |
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
ImmunityBio, Inc. and its subsidiaries have adopted a written Insider Trading Policy that applies to our employees, including our executive officers, and the non-employee members of our Board. Under this policy, these persons are prohibited from, directly or indirectly, among other things: (1) engaging in short sales, (2) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than RSUs, options, and other compensatory awards issued to such individuals by us), (3) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, any decrease in the market value of equity securities granted to them by us as part of their compensation or held, directly or indirectly, by them, (4) pledging any of our securities as collateral for any loans, and (5) holding our securities in a margin account. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.
2015 NantCell Stock Incentive Plan (NC 2015 Plan)
| Tax and Accounting Considerations |
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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (ASC 718), Stock Compensation (or any of its successors), 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.
Accounting for Stock-Based Compensation
| Summary Compensation Table |
Accounting for Stock-Based Compensation
| 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 ($) (j) | | Richard Adcock | 2025 | 831,667 | 141,684 | 2,787,828 | 8,353,406 | 485,166 | 117,202 | 12,716,953 | | President and CEO | 2024 | 802,123 | — | 2,396,341 | 7,214,767 | 477,600 | 64,044 | 10,954,875 | | | 2023 | 796,000 | 298,500 | — | — | — | 62,403 | 1,156,903 | | David Sachs | 2025 | 591,711 | 66,974 | 836,347 | 2,506,022 | 229,336 | 14,153 | 4,244,543 | | CFO | 2024 | 574,515 | — | 639,023 | 1,923,937 | 230,143 | 13,989 | 3,381,607 | | | 2023 | 537,525 | 273,980 | 233,457 | — | — | 13,120 | 1,058,082 | | Patrick Soon-Shiong, M.D. | 2025 | 648,826 | 110,535 | 2,787,828 | 8,353,406 | 378,503 | 14,157 | 12,293,255 | | Global Chief Scientific and Medical Officer | 2024 | 625,777 | — | 1,797,252 | 5,411,074 | 372,600 | 13,991 | 8,220,694 | | | 2023 | 621,000 | 232,875 | — | — | — | 11,465 | 865,340 | | Regan Lauer (7) | 2025 | 338,773 | 38,344 | 55,755 | 167,068 | 131,302 | 14,071 | 745,313 | | Chief Accounting Officer | | | | | | | | |
Accounting for Stock-Based Compensation
| Grants of Plan-Based Awards |
Accounting for Stock-Based Compensation
| Outstanding Equity Awards at Fiscal Year-End |
Accounting for Stock-Based Compensation
| Option Exercises and Stock Vested |
Accounting for Stock-Based Compensation
| 2025 Pay Ratio of CEO to Median Employee |
Accounting for Stock-Based Compensation
| | 2025 Annual Total Compensation ($) | Pay Ratio Estimate | | Richard Adcock (President and CEO) | 12,716,953 | | | The median of all employees, other than Mr. Adcock | 183,848 | | | | | 69 to 1 |
Accounting for Stock-Based Compensation
| Pay Versus Performance |
Accounting for Stock-Based Compensation
| Pay Versus Performance Table |
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
| | | Required Adjustments to Summary Compensation Table Totals to Determine “Compensation Actually Paid” | | | | | | | | | | Summary Compensation Table Total ($) | Summary Compensation Table Value of Stock Awards ($) | Summary Compensation Table Value of Option Awards ($) | Fair Value as of Year End of Equity Awards Granted During the Year ($) | Year-Over-Year Increase (Decrease) in Fair Value as of Year End of Unvested Awards Granted in Prior Years ($) | Increase (Decrease) From Prior Year End in Fair Value of Awards That Vested During the Year ($) | Compensation Actually Paid ($) | | | Year | (a) | (b) | (c) | (d) | (e) | (f) | (g)=(a)-(b)-(c) +(d)+(e)+(f) | | Richard Adcock | 2025 | 12,716,953 | 2,787,828 | 8,353,406 | 4,780,201 | (626,555) | 493,544 | 6,222,909 | | Average of Other NEOs | 2025 | 5,761,037 | 1,226,643 | 3,675,499 | 2,103,288 | (216,284) | 174,637 | 2,920,536 |
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
(2)The fair value or change in fair value, as applicable, of equity awards was determined in accordance with ASC 718 by reference to (1) for RSU awards, the closing price of our common stock on the applicable measurement date and (2) for option awards, a Black-Scholes valuation model with updated assumptions for time to expiration, closing price of our common stock, volatility, and risk-free rate as of the applicable measurement date. (3)Pursuant to SEC rules, TSR reflects an initial investment of $100 in the company’s common stock on December 31, 2021. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (December 31, 2021 – December 31, 2025), assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. The company has never paid cash dividends on its common stock. (4)Peer Group TSR reflects an initial investment of $100 in the Nasdaq Biotechnology Index on December 31, 2021, which is the same index we used in the Stock Performance Graph in our Annual Report. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (December 31, 2021 – December 31, 2025), assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period.
Summary Compensation Table to Compensation Actually Paid Reconciliation Table
| Compensation Actually Paid and Performance Measures |
(1) Compensation Actually Paid Compared to Total Shareholder Return
(1) Compensation Actually Paid Compared to Total Shareholder Return
(2) Compensation Actually Paid Compared to Net Loss
(2) Compensation Actually Paid Compared to Net Loss
(3) Compensation Actually Paid Compared to Revenue
(3) Compensation Actually Paid Compared to Revenue
(3) Compensation Actually Paid Compared to Revenue
| Director Compensation |
(3) Compensation Actually Paid Compared to Revenue
The compensation policy for the company’s non-employee directors is intended to be competitive and fair so that we can attract the best talent to the Board. In addition to cash compensation, we provide equity awards and have stock ownership guidelines to align the directors’ interests with those of our stockholders and to focus on the long-term growth of the company. We reimburse our directors for expenses associated with attending Board and committee meetings. Directors who are employees of the company receive no compensation for serving on the Board, attending Board meetings or, in the case of Dr. Soon-Shiong, serving as the Executive Chairman of the Board and participating on Board committees. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.
(3) Compensation Actually Paid Compared to Revenue
| 2025 Director Compensation Policy |
(3) Compensation Actually Paid Compared to Revenue
| Position | Annual Cash Retainer ($) | Equity Awards (Grant Date Fair Value) ($) | | Executive Chairman of the Board (1) | 35,000 | | | Non-Employee Director Annual Base Retainer: | 50,000 | | | Lead Independent Director (Additional Retainer) | 30,000 | | | Initial option grant upon appointment to the Board | | 300,000 | | Annual option grant subject to continuing as a non-employee director | | 400,000 | | Committee Member Retainers: | | | | Audit Committee | 12,500 | | | Compensation Committee | 10,000 | | | Nominating and Corporate Governance Committee | 7,500 | | | Related Party Transaction Committee | 7,500 | | | Special Committee | 15,000 | | | Committee Chair Additional Retainers: | | | | Audit Committee | 12,500 | | | Compensation Committee | 10,000 | | | Nominating and Corporate Governance Committee | 7,500 | | | Related Party Transaction Committee | 7,500 | | | Special Committee | 15,000 | |
(3) Compensation Actually Paid Compared to Revenue
_______________ (1)Dr. Soon-Shiong does not receive compensation for his services as Executive Chairman of the Board as he is an employee of the company. There have been no changes to the Director Compensation Policy for 2026 as compared to the 2025 policy. The Special Committee was dissolved in the first half of 2026.
(3) Compensation Actually Paid Compared to Revenue
| Other Compensation Details |
(3) Compensation Actually Paid Compared to Revenue
Our Director Compensation Policy provides that in any given fiscal year, a non-employee director may not be paid, issued or granted cash retainer fees and equity awards with an aggregate value greater than $750,000 (increased to $1,000,000 in connection with the non-employee director’s initial year of service), with the value of each equity award based on its grant date fair value (as determined according to U.S. GAAP) for purposes of this limit. Any cash compensation paid, or awards granted to an individual for his or her services as an employee or consultant (other than as a non-employee director) will not count toward this limit.
(3) Compensation Actually Paid Compared to Revenue
| Equity Awards |
(3) Compensation Actually Paid Compared to Revenue
With respect to the automatic initial grant to new non-employee directors, each grantee shall receive an initial option award to purchase shares of our common stock at a per-share exercise price equal to the fair market value of a share of our common stock on the first trading date on which the trading window under our Insider Trading Policy opens after becoming a non-employee director, and such option shall have a Black-Scholes value of $300,000 as computed in accordance with ASC 718 on the grant date. The initial award shall vest in three equal installments on each anniversary of the date the applicable non-employee director’s service commenced, in each case subject to the non-employee director continuing to be a service provider through the applicable vesting date. With respect to the automatic annual grants to all continuing non-employee directors, such grant will be made on the date of each annual meeting of stockholders, and such option shall have a Black-Scholes value of $400,000 as computed in accordance with ASC 718 on the grant date. The annual award will vest on the earlier of the one-year anniversary of the date the annual award is granted, or the day prior to the date of next the annual meeting following the date the annual award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. The 2015 Plan and 2025 Plan each provide that in the event of a merger or change in control, as defined in the applicable plan, each outstanding equity award granted under the applicable plan that is held by a non-employee director will fully vest, all restrictions on the shares subject to such award will lapse, and all of the shares subject to such award will become fully exercisable, if applicable.
(3) Compensation Actually Paid Compared to Revenue
| Non-Employee Director Stock Ownership Policy |
(3) Compensation Actually Paid Compared to Revenue
Each non-employee director is expected to have equity holdings of the company with a value equivalent of at least three times his or her annual base retainer (not including retainers for serving as Chairperson of the Board, Lead Independent Director or as a member or Chair of any Board committee) and to maintain this minimum amount of stock ownership throughout his or her tenure on the Board. Non-employee Board members who were members of the Board on or before December 1, 2020 are expected to achieve the applicable level of stock ownership on or before the fifth anniversary date of December 1, 2020. Non-employee directors who joined the Board after December 1, 2020 are expected to achieve the applicable level of stock ownership on or before five-year anniversary of joining the Board. Minimum equity holdings can be satisfied by the following: shares directly-owned by the non-employee director; shares indirectly-held by the non-employee director or his or her immediate family members; shares subject to RSUs or other awards that have vested for which the non-employee has elected to defer the settlement to a date beyond the vesting date; and shares underlying RSUs and other awards that are vested or unvested for which the only requirement to earn the award is continued service to the company or its subsidiaries. As of December 31, 2025, due in part to volatility in our stock price, three of our non-employee directors, consisting of Gen. Clark, Dr. Maxwell, and Ms. Selecky, were not in compliance with our Non-Employee Director Stock Ownership Policy. The Board is assessing the appropriate procedure to ensure that each of our non-employee directors will achieve compliance with our Non-Employee Director Stock Ownership Policy going forward.
(3) Compensation Actually Paid Compared to Revenue
| Director Compensation Table |
(3) Compensation Actually Paid Compared to Revenue
The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2025. Dr. Soon-Shiong, Mr. Adcock and Dr. Simon are not included in the table below as they are employees of the company and thus receive no compensation for their services as directors.
(3) Compensation Actually Paid Compared to Revenue
| Name (a) | Fees Earned or Paid in Cash ($) (b) | Option Awards ($) (1) (d) | All Other Compensation ($) (g) | Total ($) (h) | | Michael D. Blaszyk | 113,384 | 400,000 | — | 513,384 | | John Owen Brennan (2) | — | — | 272,500 | 272,500 | | Wesley Clark | 70,589 | 400,000 | — | 470,589 | | Cheryl L. Cohen | 114,192 | 400,000 | — | 514,192 | | Linda Maxwell | 89,192 | 400,000 | — | 489,192 | | Christobel Selecky | 77,281 | 400,000 | — | 477,281 | | Bruce Wendel (3) | 2,740 | 300,000 | — | 302,740 |
(3) Compensation Actually Paid Compared to Revenue
_______________ (1)Amounts shown in Column (d) represent the aggregate grant date fair value of 162,786 options granted on June 18, 2025 to non-employee directors upon their re-election to the Board calculated in accordance with ASC 718 without regard to estimated forfeitures. See Note 18, Stock-Based Compensation, of the “Notes to Consolidated Financial Statements” that appear in Part II, Item 8. “Financial Statements and Supplementary Data” of the company’s Annual Report for the fiscal year ended December 31, 2025 filed with the SEC on February 23, 2026 for a discussion of valuation assumptions made in determining the grant date fair value of option awards. (2)Mr. Brennan resigned as a director of the company as of February 7, 2025. Amount shown in Column (g) represents consulting fees paid to Mr. Brennan subsequent to his resignation from the Board. (3)Mr. Wendel was appointed to the Board on December 12, 2025. As of December 31, 2025, our non-employee directors held the following outstanding option awards: •Each of Mr. Blaszyk and Ms. Cohen held 100,000 vested options exercisable at $6.21 per share, 26,064 vested options exercisable at $14.91 per share, 167,937 vested options exercisable at $2.98 per share, 158,263 vested options exercisable at $2.99 per share, 77,633 vested options exercisable at $5.96 per share, and 162,786 unvested options at an exercise price of $2.84 per share; •Each of Gen. Clark, Dr. Maxwell and Ms. Selecky held 21,873 vested options exercisable at $17.24 per share, 26,064 vested options exercisable at $14.91 per share, 167,937 vested options exercisable at $2.98 per share, 158,263 vested options exercisable at $2.99 per share, 77,633 vested options exercisable at $5.96 per share, and 162,786 unvested options at an exercise price of $2.84 per share; and •Mr. Wendel held 146,020 unvested options at an exercise price of $2.36 per share.
(3) Compensation Actually Paid Compared to Revenue
| Security Ownership of Certain Beneficial Owners, Directors, and Named Executive Officers |
(3) Compensation Actually Paid Compared to Revenue
The following table sets forth certain information, as of April 13, 2026, 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 13, 2026. 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 1,047,345,861 shares of common stock outstanding as of April 13, 2026 plus, for each individual, any securities that individual has the right to acquire within 60 days of that date.
(3) Compensation Actually Paid Compared to Revenue
| 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) | 745,518,285 | 65.5% | | Nant Capital, LLC (3) | 339,465,528 | 29.9% | | Cambridge Equities, LP (4) | 261,705,814 | 25.0% | | California Capital Equity, LLC (5) | 106,511,412 | 10.2% | | NantWorks, LLC (6) | 98,535,253 | 9.4% | | Other Directors and Named Executive Officers: | | | | Richard Adcock (7) | 4,008,818 | * | | David Sachs (8) | 1,114,319 | * | | Michael D. Blaszyk (9) | 795,479 | * | | Wesley Clark (10) | 459,770 | * | | Cheryl L. Cohen (11) | 730,514 | * | | Regan Lauer (12) | 177,203 | * | | Linda Maxwell, M.D., M.B.A., FRCSC (13) | 451,770 | * | | Christobel Selecky (14) | 351,770 | * | | Barry J. Simon, M.D. (15) | 3,167,631 | * | | Bruce Wendel (16) | — | * | | All directors and executive officers as a group (11 persons) (17) | 756,775,559 | 66.1% |
(3) Compensation Actually Paid Compared to Revenue
_______________ (1)The address of each of the individuals named in the table above is c/o ImmunityBio, Inc., 3530 John Hopkins Court, San Diego, California 92121. The address of each of the entities named in the table above is 450 Duley Road, El Segundo, California 90245. (2)Consists of (i) 261,705,814 shares held by Cambridge; (ii) 29,757,911 shares directly held by Dr. Soon-Shiong; (iii) 251,018,873 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) 88,446,655 shares that Nant Capital has the right to acquire within 60 days of April 13, 2026 pursuant to the conversion of a promissory note; and (xi) 2,459,294 shares issuable upon the exercise of options that were exercisable as of April 13, 2026. (3)Consists of (i) 251,018,873 shares held by Nant Capital and (ii) 88,446,655 shares that Nant Capital has the right to acquire within 60 days of April 13, 2026 pursuant to the conversion of a promissory note. Dr. Soon-Shiong is the sole member of Nant Capital and thus may be deemed to have beneficial ownership of and voting and dispositive power over the shares held by Nant Capital. (4)Consists of 261,705,814 shares held by Cambridge. MP 13 Ventures, LLC (MP 13 Ventures) is the general partner of Cambridge and may be deemed to have beneficial ownership of the shares held by Cambridge. Dr. Soon-Shiong is the sole member of MP 13 Ventures and has voting and dispositive power over the shares held by Cambridge. (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 owns all of the equity interests in California Capital and has 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 be deemed to control NantBio, NantMobile, and NCSC. NantBio is the sole member 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 (i) 560,344 shares directly held by Mr. Adcock and (ii) 3,448,474 shares issuable upon the exercise of options that were exercisable as of April 13, 2026. (8)Consists of (i) 300,143 shares directly held by Mr. Sachs and (ii) 814,176 shares issuable upon the exercise of options that were exercisable as of April 13, 2026. (9)Consists of (i) 193,667 shares directly held by Mr. Blaszyk; (ii) 71,915 shares indirectly held; and (iii) 529,897 shares issuable upon the exercise of options that were exercisable as of April 13, 2026. (10)Consists of (i) 8,000 shares directly held by Gen. Clark and (ii) 451,770 shares issuable upon the exercise of options that were exercisable as of April 13, 2026. (11)Consists of (i) 200,617 shares directly held by Ms. Cohen and (ii) 529,897 shares issuable upon the exercise of options that were exercisable as of April 13, 2026. (12)Consists of (i) 115,875 shares directly held by Ms. Lauer and (ii) 61,328 shares issuable upon the exercise of options that were exercisable as of April 13, 2026. (13)Consists of 451,770 shares issuable to Dr. Maxwell upon the exercise of options that were exercisable as of April 13, 2026. (14)Consists of 351,770 shares issuable to Ms. Selecky upon the exercise of options that were exercisable as of April 13, 2026. (15)Consists of (i) 2,850,821 shares directly held by Dr. Simon and (ii) 316,810 shares issuable upon the exercise of options that were exercisable as of April 13, 2026. (16)Mr. Wendel was appointed to the Board on December 12, 2025. He does not hold any shares of our common stock nor does he have any options that were exercisable as of April 13, 2026. (17)Consists of (i) 33,987,378 shares directly held; (ii) 624,926,340 shares indirectly held; (iii) 88,446,655 shares that Nant Capital has the right to acquire within 60 days of April 13, 2026 pursuant to the conversion of a promissory note; and (iv) 9,415,186 shares issuable upon the exercise of options that were exercisable as of April 13, 2026.
(3) Compensation Actually Paid Compared to Revenue
| Proposal 2 – Ratification of Selection of Independent Registered Public Accountants |
(3) Compensation Actually Paid Compared to Revenue
At the Annual Meeting, stockholders are being asked to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder ratification of the selection of Deloitte & Touche LLP is not required by our Bylaws or other applicable legal requirements. However, the Audit Committee is submitting the selection of Deloitte & Touche 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 Deloitte & Touche 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.