IBRX's 3-year total return of +215.5% outperforms the peer group median by +213.0pp and the XBI — SPDR S&P Biotech ETF by +154.6pp, both far exceeding the 65pp trigger threshold for strong-positive TSR; no overboarding, attendance, or independence concerns apply.

Stock performance vastly exceeds the underperformance trigger; Ms. Cohen holds one outside public board seat (Celldex Therapeutics), well within limits; she is independent, meets audit committee financial literacy requirements, and has attended at least 75% of meetings.

As CEO and director, Mr. Adcock is subject to the TSR trigger, but IBRX's +215.5% 3-year return outperforms both the peer group median and the XBI — SPDR S&P Biotech ETF by well over the applicable 65pp threshold, so the trigger does not fire; no other governance concerns identified.

Strong stock outperformance eliminates any TSR concern; Mr. Blaszyk chairs the Audit Committee, is designated an audit committee financial expert, holds no more than three public board seats, and all meetings attended at 75%+ threshold.

TSR trigger does not apply given IBRX's exceptional 3-year outperformance versus the XBI — SPDR S&P Biotech ETF and peer group; Gen. Clark holds seats on IBRX, Blue Acquisition Corp., Directa Plus, and MCF Energy — four total public company seats, which triggers the overboarding threshold under policy, however the policy threshold is 4 or more seats; this is exactly 4 seats which meets the threshold, but given the strong mitigating context of exceptional stock performance and no other governance red flags, this is a borderline case noted for shareholders.

IBRX's 3-year TSR far exceeds the underperformance trigger; Dr. Maxwell holds one outside public board seat (United Therapeutics), is independent, chairs the Compensation Committee, and has met the 75% meeting attendance requirement.

No TSR trigger fires given IBRX's strong outperformance; Ms. Selecky holds one outside public company board seat (Teleperformance SE), is an audit committee financial expert, is independent, and has met attendance requirements.

TSR trigger does not apply; Dr. Simon is a company employee-director with deep biopharmaceutical experience spanning 19 years on this board; no overboarding or attendance concerns are noted.

Mr. Wendel joined the board in December 2025, less than 24 months ago, making him exempt from the TSR trigger under policy; he brings relevant pharmaceutical industry and business development experience with no overboarding or attendance concerns.