Cheryl Cohen
ImmunityBioAbout Cheryl L. Cohen
Lead Independent Director of ImmunityBio (IBRX) since March 2023; director since June 2019. Age 59; B.A. from Saint Joseph College. Career spans commercialization leadership in biopharma and public company board service; currently principal owner and president of CLC Consulting, LLC (since 2014). Independent director under Nasdaq rules; serves as Lead Independent Director alongside Executive Chairman Patrick Soon‑Shiong in a controlled company structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CLC Consulting, LLC | Principal owner & President | 2014–present | Commercialization advisory |
| Medivation, Inc. | Chief Commercial Officer | 2011–2014 | Commercial launch leadership |
| Health Care Systems, Inc. (J&J) | VP, Strategic Commercial Group | 2007–2008 | Strategic commercialization |
| Janssen Biotech, Inc. (J&J) | Senior sales roles incl. VP, Rheumatology | 1998–2007 | Franchise leadership |
| Solvay Pharmaceuticals | Sales positions | Early career | Sales foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Celldex Therapeutics, Inc. (Nasdaq: CLDX) | Director | Since June 2022 | Current public company board |
| MEI Pharma, Inc. (Nasdaq: MEIP) | Director | Prior | Prior public company |
| Ignyte Acquisition Corp. (Nasdaq: IGNY) | Director | Prior | Prior SPAC board |
| Aerpio Pharmaceuticals, Inc. | Director | Prior | Prior public company |
| Eledon Pharmaceuticals, Inc. (Novus Therapeutics) (Nasdaq: ELDN) | Director | Prior | Prior public company |
| Vital Therapies, Inc. | Director | Prior | Prior public company |
| Protein Sciences Corporation | Director | Prior | Prior company |
| LadRx Corporation (CytRx) (OTCQB: LADX) | Director | Prior | Prior public company |
Board Governance
- Roles and independence: Lead Independent Director (LID) since March 2023; independent director per Nasdaq and SEC rules .
- Committee assignments (2025 nominees table): Audit (member), Nominating & Corporate Governance (member), Special Committee (member). Age 59, board tenure 5 years as of the proxy .
- LID responsibilities (per Corporate Governance Guidelines) include leading executive sessions, approving agendas/materials with Chairperson, liaising between independent directors and Chairperson/CEO, and advising on CEO succession planning .
- Board/committee activity in FY2024: Board held 7 meetings; each director attended at least 75% of Board and applicable committee meetings. Independent directors meet in executive session at least four times per year .
- Committee meeting cadence FY2024: Audit (5 meetings), Nominating & Corporate Governance (2), Special (0) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Non‑Employee Director annual base retainer (cash) | $50,000 | Paid quarterly in arrears |
| Lead Independent Director retainer (cash) | $30,000 | Additional to base |
| Committee member retainers (cash) | Audit $10,000; Governance $7,500; Special $15,000 | Per committee service |
| Total cash fees earned (FY2024) | $112,500 (Cohen) | Matches base + LID + committee memberships |
| Annual director cash cap | $750,000 (initial year $1,000,000) | Aggregate cash+equity cap |
Performance Compensation
| Award Type | Grant Details | Vesting | Value |
|---|---|---|---|
| Annual stock option grant (FY2024) | 77,633 options granted on June 11, 2024 at $5.96 exercise price | Vests by earlier of 1-year anniversary or day prior to next annual meeting; service‑based | $400,000 grant‑date fair value |
| Initial stock option grant (upon appointment) | Black‑Scholes value $300,000 (exercise price at FMV on first trading date window opens) | Vests in 3 equal annual installments; service‑based | N/A |
| Change‑in‑control (Outside Directors) | Full vesting/acceleration; performance awards deemed achieved at 100% of target unless otherwise specified | Single‑trigger acceleration on CIC | Policy provision |
Outstanding director option holdings (12/31/2024):
| Bucket | Quantity | Exercise Price |
|---|---|---|
| Vested options | 100,000 | $6.21 |
| Vested options | 26,064 | $14.91 |
| Vested options | 167,937 | $2.98 |
| Vested options | 158,263 | $2.99 |
| Unvested options | 77,633 | $5.96 |
Compensation mix (FY2024): Cash $112,500 vs equity options $400,000; approximately 22% cash / 78% equity, aligning director pay with long‑term shareholder interests .
Other Directorships & Interlocks
| Company | Board Role | Committee Roles |
|---|---|---|
| ImmunityBio (IBRX) | Lead Independent Director | Audit (member), Nominating & Corporate Governance (member), Special (member) |
| Celldex Therapeutics (CLDX) | Director | Not disclosed in IBRX proxy |
- Controlled company context: Founder/Executive Chairman holds a significant majority and has nominating rights via Cambridge Equities, which may influence board composition; Governance Committee exists but is chaired by Executive Chairman. Cohen’s LID role provides balancing oversight among independent directors .
Expertise & Qualifications
- Commercialization expertise in biopharma (Medivation CCO; J&J franchise leadership) .
- Board governance and public company experience (current CLDX; multiple prior boards) .
- Designated independent; member of Audit Committee with financial literacy requirements met at committee level (committee includes two audit financial experts) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding |
|---|---|---|
| Cheryl L. Cohen | 730,514 | * (less than 1%) |
- Hedging/pledging: Directors prohibited from hedging; pledging or margin purchases generally prohibited without prior Board approval per Insider Trading Policy, enhancing alignment .
- Director stock ownership guidelines: Minimum equity holdings of 3x base retainer; can be satisfied by directly/indirectly held shares and certain vested/unvested awards with service‑only conditions .
Governance Assessment
- Strengths: Independent LID role with explicit responsibilities for executive sessions, agendas, and CEO succession oversight; multi‑committee service including Audit and Governance indicates high engagement; equity‑heavy compensation and ownership guidelines support alignment .
- Watch items: Controlled company structure with Executive Chairman chairing Governance Committee and Cambridge nominating rights may constrain independence; director equity awards accelerate on change‑in‑control (single trigger), which can be shareholder‑unfriendly in some contexts .
- Attendance/engagement: Board met 7 times in FY2024; all directors met at least 75% attendance and attended the 2024 annual meeting; Special Committee held no meetings in FY2024 (Cohen is a member), while Audit and Governance met 5 and 2 times respectively .
Appendix: Committee Snapshot (FY2024 activity)
| Committee | Membership | Meetings Held |
|---|---|---|
| Audit | Blaszyk (Chair), Cohen, Maxwell, Selecky | 5 |
| Nominating & Corporate Governance | Soon‑Shiong (Chair), Clark, Cohen | 2 |
| Special | Blaszyk (Chair), Cohen | 0 |
Notes on Director Compensation Policy
| Item | Policy Detail |
|---|---|
| Cash retainers | Base $50,000; LID $30,000; Committee member: Audit $10,000; Governance $7,500; Special $15,000; committee chair fees also specified |
| Equity awards | Initial option $300,000 (Black‑Scholes); annual option $400,000; service‑based vesting |
| Annual cap | $750,000 aggregate cash+equity ($1,000,000 initial year) |
| Change‑in‑control | Full acceleration for Outside Director awards; performance awards deemed at 100% of target |