Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On January 1, 2019, Avtar Dhillon provided notice to the Board
of Directors (the
Board
) of Inovio Pharmaceuticals, Inc. (the
Company
) of his decision to resign as a member and as Chairman of the Board, effective immediately. Dr. Dhillons decision to
resign was not the result of any disagreement with the Company.
On January 3, 2019, the Board appointed Simon X. Benito, a current
director of the Company, as Chairman of the Board.
On January 3, 2019, the Board also appointed Lota S. Zoth to serve as a director
of the Company. Ms. Zoths term will continue until the Companys 2019 Annual Meeting of Stockholders. There is no arrangement or understanding between Ms. Zoth and any other person pursuant to which she was selected as a
director of the Company, and there is no family relationship between Ms. Zoth and any of the Companys other directors or executive officers. The Company is not aware of any transaction involving Ms. Zoth requiring disclosure under
Item 404(a) of Regulation
S-K.
Additional information regarding Ms. Zoth is set forth below:
Lota S. Zoth, age 59, commenced service as a director on the Board on January 3, 2019. Since 2008, she has served on the board of
directors of several publicly held biopharmaceutical companies and currently serves on the boards of directors of Orexigen Therapeutics, Inc., Circassia Pharmaceuticals, PLC, NewLink Genetics Corporation, Spark Therapeutics, Inc. and Zymeworks Inc.
She also served on the boards of directors of the public companies Hyperion Therapeutics, Inc. from 2008 to May 2015 and Ikaria, Inc. from 2008 to 2014. Prior to her board service, she served in senior financial roles in a variety of
commercial-stage companies, including serving as MedImmune Inc.s corporate controller from 2002 to 2004 and its chief financial officer from 2004 until its acquisition by AstraZeneca in 2007. Prior to joining MedImmune in 2002, Ms. Zoth
served in financial executive roles at PSINet Inc., Sodexho Marriott Services, Inc., Marriott International and PepsiCo, Inc. Ms. Zoth also served as an auditor at Ernst & Young, LLP and is a Certified Public Accountant.
Ms. Zoth received a B.B.A. in accounting from Texas Tech University.
Ms. Zoth will be compensated in accordance with the
Companys
non-employee
director compensation policy. She will receive an annual cash retainer of $45,000 for serving on the Board. In addition, Ms. Zoth received initial equity awards under and
pursuant to the Companys 2016 Omnibus Incentive Plan upon her appointment as of January 3, 2019, the date of grant. As a newly elected director, Ms. Zoth was awarded 12,270 restricted stock units and a stock option to purchase 20,000
shares of the Companys common stock at an exercise price of $4.28, the closing price of the Companys common stock on the date of grant. The restricted stock units will vest over a period of three years, with
one-third
of the shares vesting on each of the first, second and third anniversaries of the grant date, subject to Ms. Zoths continued service as a director of the Company as of each vesting date. With
respect to the shares of common stock underlying the stock option grant,
one-quarter
of the shares vested as of the grant date, with the remainder vesting in three equal annual installments on the first,
second and third anniversaries of the grant date, subject to Ms. Zoths continued service as a director of the Company as of each vesting date. Ms. Zoth will be eligible to receive additional annual equity awards on each date of the
Companys annual meeting of stockholders in accordance with the
non-employee
director compensation policy.