Sector: Health Care
IMMUNITYBIO INC · Meeting: June 9, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Nine Directors
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.
All nine director nominees receive a FOR vote. IBRX's 3-year total return of +215.5% outperforms the XBI — SPDR S&P Biotech ETF by +154.6pp and the company-disclosed peer group median by +213.0pp, both well above the 65pp threshold required to trigger an against vote under the strong-positive TSR tier. General Clark's four total public company board seats are noted as borderline on the overboarding threshold, but no other governance concerns arise across the slate.
CEO
Richard Adcock
Total Comp
$12,716,953
Prior Support
99%%
CEO Richard Adcock received total compensation of $12,716,953 in 2025, which is elevated but within a plausible range for a CEO of a $7.4B market-cap commercial-stage biotechnology company that delivered 700% revenue growth and significant regulatory milestones during the year. The compensation structure is well-designed: variable pay (annual bonus plus long-term equity awards) represents approximately 93% of the CEO's target total direct compensation, far exceeding the 50-60% threshold the policy requires for performance orientation. The 2024 say-on-pay vote received 99% support, the company has a formal clawback policy in place, and IBRX's 3-year stock return of +215.5% dramatically outperforms both the XBI — SPDR S&P Biotech ETF (+60.9% over the same period) and its disclosed peer group (median +2.5%), meaning the above-market incentive pay is clearly justified by shareholder outcomes.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,775,615
Non-Audit Fees
$47,437
Non-audit fees (tax fees of $43,668 plus other fees of $3,769, totaling $47,437) represent approximately 1.7% of audit fees of $2,775,615 — well below the 50% threshold that would raise independence concerns; Deloitte is a Big Four firm appropriate for a $7.4B market cap company; auditor tenure is not disclosed so no tenure trigger can fire; no material restatements are identified.
This is a routine two-proposal annual meeting ballot covering director elections and auditor ratification; there is no say-on-pay proposal on this year's ballot (the company holds say-on-pay votes every three years, with the next vote at the 2027 annual meeting). All nine director nominees and the ratification of Deloitte & Touche LLP as auditor receive FOR votes, supported by IBRX's exceptional stock performance, clean auditor fee ratios, and sound governance practices.
12 companies disclosed in 2026 proxy filing
