DEF 14A of Inhibrx Biosciences, Inc., Apr 16, 2025

DEF 14A of Inhibrx Biosciences, Inc.

Filed Apr 16, 2025 · FY20240002007919-25-000043

Open on EDGAR

  1. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS

  2. Our Board of Directors

    Our Board of Directors Our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) provides that our business is to be managed by or under the direction of our Board of Directors. Our Board is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. The total Board currently consists of five directors, having terms expiring at the respective annual meetings of stockholders listed below:

  3. Our Board of Directors

    | Class I | Class II | Class III | | 2025 Annual Meeting | 2026 Annual Meeting | 2027 Annual Meeting | | Jon Faiz Kayyem, Ph.D. | Douglas G. Forsyth | Mark P. Lappe | | Kristiina Vuori, M.D., Ph.D. | Kimberly Manhard | |

  4. Our Board of Directors

    As described above, on March 13, 2025, our Board of Directors accepted the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors and voted to nominate Jon Faiz Kayyem, Ph.D. and Kristiina Vuori, M.D., Ph.D. for election at the Annual Meeting for a term of three years to serve until the 2028 annual meeting of stockholders, and until their successors are elected and qualified, or until their earlier death, resignation, or removal. The table below sets forth the names of the nominees and those directors whose terms do not expire this year, their ages, their positions in the Company, if any, and their length of service. Also provided below is information regarding each person’s principal occupations or employment for at least the past five years, additional public company directorships held during the past five years, and each person’s specific experience, qualifications, attributes, or skills that led to our Board of Directors’ conclusion at the time of filing of this Proxy Statement that each person should serve as a director.

  5. Our Board of Directors

    | Name | Age | Position(s) | Director Since | Expiration of Term | | Douglas G. Forsyth | 56 | Director | 2024 | 2026 | | Jon Faiz Kayyem, Ph.D. | 61 | Director | 2024 | 2025 | | Mark P. Lappe | 58 | Chief Executive Officer and Chairman of the Board of Directors | 2024 | 2027 | | Kimberly Manhard | 65 | Director | 2024 | 2026 | | Kristiina Vuori, M.D., Ph.D. | 57 | Director | 2024 | 2025 |

  6. Class I Directors Nominated for Election to Continue in Office until the 2028 Annual Meeting

    Class I Directors Nominated for Election to Continue in Office until the 2028 Annual Meeting The following persons have been nominated by our Board of Directors to be elected as Class I directors at the Annual Meeting: Jon Faiz Kayyem, Ph.D. Dr. Kayyem has served as a member of our Board since May 2024 and previously served as a member of the Former Parent’s board of directors from April 2018 until May 2024. He is the founder of GenMark Diagnostics Inc. (“GenMark”) and from May 2010 until February 2018, Dr. Kayyem served in various leadership positions at GenMark including Senior Vice President of Research and Development, Chief Scientific Officer, President, and Chief Executive Officer as the company evolved from Osmetech plc. In 2018, Dr. Kayyem became a consultant to GenMark’s board of directors and executive team. In March 2021, GenMark agreed to merge with Roche, which subsequently acquired GenMark through a tender offer. In 2006, Dr. Kayyem founded and served as a member of the board of directors of privately-held Calimmune, Inc. until its acquisition by CSL Behring in 2017. In 1995, he founded Clinical Micro Sensors, Inc. to commercialize technical innovations he developed while serving as a Senior Research Fellow at the California Institute of Technology (“Caltech”). In 2000, Clinical Micro Sensors, Inc. was sold to Motorola, Inc. and was subsequently purchased by Osmetech plc in 2005. From June 2000 until December 2004, Dr. Kayyem served as Vice President of Life Sciences at Motorola. In October 2004, he co-founded the biotechnology fund management company, Efficacy Capital Limited, and, until September 2009, served as a managing partner. Dr. Kayyem currently serves as a member of the board of directors of Biodesix, Inc. He also currently serves, or has served, as a director or advisor on various non-public company boards, including non-profit and educational institutions. Dr. Kayyem received a combined B.S. and M.S. in Molecular Biophysics and Biochemistry from Yale University and a Ph.D. in Molecular Biology from Caltech. We believe that Dr. Kayyem’s extensive experience as an executive and serving on other boards of directors in the biotechnology and biotherapeutic industry qualifies him to serve as a member of our Board of Directors. Kristiina Vuori, M.D., Ph.D. Dr. Vuori has served as a member of our Board since May 2024 and previously served as a member of the Former Parent’s board of directors from October 2021 until May 2024. Since January 2023, she has served as President and Chief Executive Officer and a member of the board of directors of Sanford Laboratories for Innovative Medicines, an independent, not-for-profit biomedical research institution with a mission to discover and deliver the next-generation of molecular medicines. Since January 1995, Dr. Vuori has also served as Professor, and since January 2010 as Pauline and Stanley Foster Distinguished Chair, at the National Cancer Institute-designated Cancer Center of Sanford Burnham Prebys Medical Discovery Institute (“SBP”), a non-profit research organization with major research programs in cancer, neurodegeneration, diabetes, and infectious, inflammatory, and childhood diseases. In addition, Dr. Vuori served as President and a member of the board of directors of SBP from January 2010 to June 2022 and as SBP’s interim Chief Executive Officer from January 2013 to September 2014 and September 2017 to June 2020. She also served as SBP’s Executive Vice President for Scientific Affairs from 2008 to 2010, Director of the Cancer Center from 2005 to 2013, and Deputy Director of the Cancer Center from 2003 to 2005. Dr. Vuori has previously served or is currently serving on the board of directors of Bionano Genomics, Inc., Sio Gene Therapies, Inc., Forian Inc., WebMD Health Corp, Inc., the American Association for Cancer Research, the California Institute for Regenerative Medicine and the California Breast Cancer Research Program. Dr. Vuori received her M.D. and Ph.D. from the University of Oulu, Finland. We believe that Dr. Vuori’s experience as a physician-scientist in biomedical research and drug discovery and as an educator of research scientists, her experience managing a large non-profit biomedical research organization, and her various leadership roles in non-profit, for-profit, and public boards qualify her to serve as a member of our Board of Directors.

  7. Class II Directors Continuing in Office until the 2026 Annual Meeting

    Class II Directors Continuing in Office until the 2026 Annual Meeting The following directors will continue in office until the 2026 annual meeting of stockholders, or until their earlier resignation or removal in accordance with our Company’s Amended and Restated Bylaws (the “Bylaws”):

  8. Douglas G. Forsyth

    Douglas G. Forsyth Mr. Forsyth has served as a member of our Board since May 2024 and previously served as a member of the Former Parent’s board of directors from April 2018 until May 2024. From 1994 until February 2022, Mr. Forsyth served as a portfolio manager, a managing director and Chief Investment Officer of U.S. Income & Growth Strategies with Allianz Global Investors GmbH (“Allianz”), a global investment management firm. Mr. Forsyth was also the head of the Allianz Income and Growth Strategies team, during which time he had portfolio management, trading and research responsibilities, and oversaw all aspects of the Income and Growth platform’s business, including product development and implementation. Mr. Forsyth was the lead portfolio manager for the Allianz U.S. High Yield Bond strategy since its inception in August 1994 and assumed lead portfolio management responsibility for the firm’s U.S. Convertible strategy in 1998. In addition to management responsibility for institutional clients worldwide, Mr. Forsyth supervised multiple open-end and closed-end mutual funds. Mr. Forsyth has 30 years of investment-industry experience. Mr. Forsyth currently serves, or has served, on a variety of non-public company boards across a variety of industries as well as several charitable boards. Mr. Forsyth received a Bachelor of Business Administration from the University of Iowa. We believe that Mr. Forsyth is qualified to serve as a member of our Board of Directors due to his extensive experience as an investment fund portfolio manager and his extensive business strategy experience.

  9. Kimberly Manhard

    Kimberly Manhard Ms. Manhard has served as a member of our Board since May 2024 and previously served as a member of the Former Parent’s board of directors from June 2020 until May 2024. Ms. Manhard has served as the Chief Development Officer, Executive Vice President for Connect Biopharma Holdings Limited (“Connect Biopharma”) since September 2024. Prior to Connect Biopharma, Ms. Manhard served as the Senior Vice President of Global Strategic Planning and Execution for Acadia Pharmaceuticals Inc. from January 2024 to September 2024, and as the Executive Vice President, Drug Development of Heron Therapeutics, Inc. (“Heron”) from January 2016 to June 2023. She also served as a director of Heron from 2014 to 2016 and from 2019 to February 2023. From 2006 to 2016, she served as the Senior Vice President of Regulatory Affairs and Development Operations at Ardea Biosciences, Inc. (“Ardea”). In her role at Ardea, Ms. Manhard was instrumental in the development and 2015 regulatory approval of lesinurad (Zurampic). Prior to joining Ardea in 2006, she was President of her own consultancy firm, Vice President of Regulatory Affairs for Exelixis, Inc., and held multiple regulatory positions at Agouron Pharmaceuticals, Inc., a division of the Warner-Lambert Company, supporting development and commercialization of anticancer and antiviral products, including nelfinavir (Viracept). Ms. Manhard was also previously with Bristol-Myers Squibb Company in regulatory affairs, responsible for oncology compounds, including paclitaxel (Taxol) and infectious disease compounds, including didanosine (Videx) and stavudine (Zerit). Ms. Manhard began her career in clinical research with Eli Lilly and Company and G.H. Besselaar Associates (Covance Inc.). Ms. Manhard currently serves as a member of the board of directors of Toragen, Inc. and previously served as a member of the board of directors of Shoreline Biosciences Inc. She received a B.S. degree in zoology and a B.A. degree in French from the University of Florida. We believe that Ms. Manhard is qualified to serve on our Board of Directors due to her experience in executive management and as a director with other biotechnology and pharmaceutical companies, as well as her experience in drug development, regulatory affairs, and pharmaceutical operations.

  10. Class III Directors Continuing in Office until the 2027 Annual Meeting

    Class III Directors Continuing in Office until the 2027 Annual Meeting The following director will continue in office until the 2027 annual meeting of stockholders, or until his earlier resignation or removal in accordance with our Bylaws:

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  12. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table sets forth a summary of the compensation earned by our non-employee directors for their service on our Board during the year ended December 31, 2024:

  13. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Douglas G. Forsyth | $47,250 | $— | $347,464 | $— | $394,714 | | Jon Faiz Kayyem, Ph.D. | $39,375 | $— | $347,464 | $— | $386,839 | | Kimberly Manhard | $33,000 | $— | $347,464 | $— | $380,464 | | Kristiina Vuori, M.D., Ph.D. | $34,875 | $— | $347,464 | $— | $382,339 |

  14. Non-Employee Director Compensation Table

    ________________ (1)Cash payments made by the Company following the Separation from May 30, 2024 to December 31, 2024. Amounts paid by the Former Parent from January 1, 2024 to May 29, 2024 of $15,750 for Mr. Forsyth, $13,125 for Dr. Kayyem, $11,000 for Ms. Manhard, and $11,625 for Dr. Vuori were earned and paid in connection with each director's prior service on the board of directors of the Former Parent and are excluded from the above table. (2)These amounts represent the aggregate grant date fair value of time-based stock option awards granted by the Company during 2024, determined in accordance with FASB ASC Topic 718. All awards are amortized over the vesting life of the award. For the assumptions used in our valuations, see “Note 5 – Equity Compensation Plans” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

  15. Non-Employee Director Compensation - Equity

    Non-Employee Director Compensation - Equity As of December 31, 2024, non-employee directors held options to purchase shares of our common stock pursuant to the terms of our 2024 Omnibus Incentive Plan (“2024 Plan”) as follows:

  16. Non-Employee Director Compensation - Equity

    | Name | Stock Awards Outstanding at December 31, 2024 (#) | Option Awards Outstanding at December 31, 2024 (#) | | Douglas G. Forsyth. | — | 30,000(1) | | Jon Faiz Kayyem, Ph.D. | — | 30,000(1) | | Kimberly Manhard | — | 30,000(1) | | Kristiina Vuori, M.D., Ph.D. | — | 30,000(1) |

  17. Non-Employee Director Compensation - Equity

    ________________ (1)These options were granted as of May 30, 2024 and will vest in full on May 30, 2025, subject to the continued service of each non-employee director.

  18. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We have adopted a Non-Employee Director Compensation Policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the Non-Employee Director Compensation Policy, each non-employee director is eligible to receive the following amounts for their service on our Board of Directors: •Initial Stock Option Grant. For new non-employee directors, a stock option to purchase 30,000 shares of the Company’s common stock. •Annual Stock Option Grants. A stock option to purchase 15,000 shares of the Company’s common stock, on the date of the first Board meeting held following the Company’s annual meeting of stockholders each year. •Annual Fees. Annual retainers in the following amounts, payable quarterly in arrears:

  19. Non-Employee Director Compensation Policy

    | Position | Retainer | | Board Member | $35,000 | | Board Chairperson | $35,000 | | Audit Committee Chair | $15,000 | | Compensation Committee Chair | $10,000 | | Nominating and Corporate Governance Committee Chair | $8,000 | | Audit Committee Member | $7,500 | | Compensation Committee Member | $5,000 | | Nominating and Corporate Governance Committee Member | $4,000 |

  20. Non-Employee Director Compensation Policy

    All options granted under our Non-Employee Director Compensation Policy will have an exercise price equal to the fair market value of the Company’s common stock on the date of grant and terminate on the tenth anniversary of the date of grant. Subject to the continued service of each non-employee director, and unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, each annual stock option grant vests on the first anniversary of the date of grant and each initial stock option grant vests in equal monthly installments over a period of three years following the date of grant. Directors may be reimbursed for reasonable out-of-pocket expenses incurred in connection with their service as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our Certificate of Incorporation and Bylaws.

  21. Summary Compensation Table

    Summary Compensation Table The following table sets forth a summary of cash and non-cash compensation awarded, earned, or paid for services rendered to us during the fiscal years ended December 31, 2024 and December 31, 2023 by our named executive officers (“NEOs”), consisting of (i) our principal executive officer during the fiscal year ended December 31, 2024 and (ii) the other two individuals who served as executive officers during the fiscal year ended December 31, 2024.

  22. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Mark P. Lappe | 2024 | $695,250 | $— | $3,573,408 | $417,150 | $5,975 | $4,691,783 | | Chief Executive Officer and Chairman of the Board of Directors | 2023 | $675,000 | $— | $1,706,771 | $405,000 | $15,250 | $2,802,021 | | Kelly D. Deck, C.P.A. | 2024 | $460,100 | $1,500,000 | $2,084,488 | $207,045 | $15,621 | $4,267,254 | | Chief Financial Officer | 2023 | $430,000 | $— | $512,031 | $193,500 | $13,368 | $1,148,899 | | Brendan P. Eckelman, Ph.D.(7) | 2024 | $535,600 | $— | $2,084,488 | $— | $7,504 | $2,627,592 | | Former Chief Scientific Officer | 2023 | $520,000 | $— | $682,708 | $234,000 | $15,250 | $1,451,958 |

  23. Summary Compensation Table

    ________________ (1)The NEOs were appointed executive officers of the Company effective May 30, 2024, the effective date of the Separation. Prior to the Separation, each of the NEOs were executive officers of the Former Parent. (2)The amounts reported in 2024 reflect the NEOs’ annual salary earned during the fiscal year paid by the Former Parent prior to the Separation and by the Company after the Separation. The amounts reported in 2023 reflect the NEOs’ annual salary earned during the fiscal year which was paid by the Former Parent. (3)The amount reflected in 2024 reflects a transaction bonus paid out by the Company in connection with the Separation. (4)These amounts represent the aggregate grant date fair value of time-based stock option awards granted by the Company during the fiscal year ended December 31, 2024 and by the Former Parent during the fiscal year ended December 31, 2023, determined in accordance with FASB ASC Topic 718. All awards are amortized over the vesting life of the award. For the assumptions used in our valuation of the awards granted by us or our Former Parent during 2023 and 2024, see “Note 5 – Equity Compensation Plans” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. Awards issued during the year ended December 31, 2024 are reflected in the “Outstanding Equity Awards as of December 31, 2024” table below. (5)These amounts represent performance-based cash bonuses earned during the year ended December 31, 2024, which were paid out during the first quarter of 2025. (6)These amounts reflected in 2024 represent matching employer contributions under the Company’s 401(k) retirement plan and employer contributions to health savings accounts and the amounts reflected in 2023 represent matching employer contributions under the Company’s 401(k) retirement plan. The formula for determining the matching contributions is the same for the NEOs as it is for all salaried employees (and is subject to the same statutory maximum). (7)Dr. Eckelman resigned effective March 31, 2025.

  24. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control The employment agreements of Mr. Lappe, Ms. Deck, and Dr. Eckelman as of December 31, 2024, provided for the following severance payments upon termination by the Company without Cause (as defined below), or by the executive for Good Reason (as defined below): (i) payment of the executive’s then-current base salary for a period of 12 months following termination; (ii) acceleration of unvested equity awards that would have vested during the 12 months following the date of termination; and (iii) continued coverage under our group health insurance plan with the cost of such coverage shared in the same relative proportion by the Company and the executive as in effect on their last day of employment until the earlier of 12 months from termination or the date the executive becomes eligible for medical benefits with another employer. Further, the agreements provided that upon termination by the Company without Cause or by the executive for Good Reason within a period of one year following a Change of Control (as defined below), or 90 days preceding the earlier to occur of a Change of Control or the execution of a definitive agreement the consummation of which would result in a Change of Control, the executive would be entitled to receive: (i) a lump sum payment equal to 18 months of the executive’s then-current base salary; (ii) a lump sum payment equal to 1.5 times the target bonus for the year of termination; (iii) acceleration of all unvested equity awards as of the date of termination; and (iv) continued coverage under our group health insurance plan with the cost of such coverage shared in the same relative proportion by the Company and the executive as in effect on their last day of employment until the earlier of 18 months from termination or the date the executive becomes eligible for medical benefits with another employer. Payment in each case would be subject to the executive’s execution of a release satisfactory to us following such termination. In addition, if the executive’s employment terminated as a result of disability or death, they would be entitled to receive a pro-rated target bonus for the period during which the executive was employed in the year of termination. The following definitions apply to the severance terms under each executive’s amended and restated employment agreement: “Cause” means (i) the executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (ii) the executive’s willful failure or refusal to comply with lawful directions of such executive’s supervisor, which failure or refusal continues for more than five business days after written notice is given to the executive by such executive’s supervisor, which notice sets forth in reasonable detail the nature of such failure or refusal; (iii) willful and material breach by the executive of a material written Company policy applicable to the executive or the executive’s covenants and/or obligations under his or her employment agreement, provided that the breach is not cured within 5 business days; and/or (iv) misconduct by the executive that materially damages us or any of our affiliates. “Good Reason” means (i) relocation of the executive’s principal business location to a location more than 30 miles from the executive’s then-current business location; (ii) a material diminution in the executive’s duties, authority or responsibilities; (iii) a material reduction in the executive’s base salary; or (iv) willful and material breach by us or our covenants and/or obligations under the executive’s employment agreement. “Change of Control” means the occurrence of any of the following events: (i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company, or any affiliate, parent or subsidiary of the Company, or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions; (ii) a merger or consolidation of the Company other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (iii) our stockholders approve an agreement for the sale or disposition by the Company of all or substantially all of our assets; or (iv) a change in the composition of our Board of Directors, as a result of which fewer than a majority of the directors are incumbent directors. The following table sets forth the amounts payable to each of our NEOs based on an assumed termination as of December 31, 2024 based upon certain designated events (and, with respect to the value of the accelerated vesting of the option awards, based on the closing price per share of our common stock on December 31, 2024 of $15.40 per share). As a result of his resignation on March 31, 2025, Dr. Eckelman did not receive the severance benefits outlined below. The termination arrangements with Dr. Eckelman are described above.

  25. Potential Payments Upon Termination or Change In Control

    | Name | Cash Severance | Health and Other Insurance Benefits | Stock Options (Unvested and Accelerated) | Total | | Mark P. Lappe | | | | | | Termination for reasons other than Cause, death or Disability, or for Good Reason | $695,250 | $30,831 | $1,414,474 | $2,140,555 | | Termination in connection with a Change of Control | $1,668,600 | $46,247 | $3,573,408 | $5,288,255 | | Kelly D. Deck, C.P.A. | | | | | | Termination for reasons other than Cause, death or Disability, or for Good Reason | $460,100 | $24,389 | $825,112 | $1,309,601 | | Termination in connection with a Change of Control | $1,000,718 | $36,583 | $2,084,488 | $3,121,789 | | Brendan P. Eckelman, Ph.D. | | | | | | Termination for reasons other than Cause, death or Disability, or for Good Reason | $535,600 | $31,438 | $825,112 | $1,392,150 | | Termination in connection with a Change of Control | $1,164,930 | $47,157 | $2,084,488 | $3,296,575 |

  26. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table shows certain information regarding outstanding equity awards as of December 31, 2024 for our NEOs:

  27. Outstanding Equity Awards as of December 31, 2024

    | | Option Awards(1) | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Mark P. Lappe | — | 300,000 | — | $15.86 | 5/30/2034 | | Kelly D. Deck, C.P.A. | — | 175,000 | — | $15.86 | 5/30/2034 | | Brendan P. Eckelman, Ph.D. | — | 175,000 | — | $15.86 | 5/30/2034 |

  28. Outstanding Equity Awards as of December 31, 2024

    ________________ (1)These stock option grants were made on May 30, 2024, pursuant to our 2024 Plan with the following vesting schedule: 25% of the shares vested on the first anniversary of the vesting commencement date on May 30, 2025, with the balance to vest and become exercisable in equal successive monthly installments for thirty-six (36) months thereafter.