Linda Maxwell
ImmunityBioAbout Linda Maxwell
Linda Maxwell, M.D., M.B.A., FRCSC, is an independent director of ImmunityBio (IBRX) since March 2021. She is age 51 with 4 years of board tenure. She is a physician-surgeon, health technology entrepreneur, and Operating Partner at DCVC Management Co, LLC (since March 2022). Education: A.B. (Harvard), M.D. (Yale), M.B.A. (Oxford Saïd) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Head & Neck Surgical Practice | Physician/Surgeon | Since 2006 | Clinical leadership and patient care |
| Biomedical Zone (Toronto Metropolitan Univ.) | Founder & Executive Director | Not disclosed | Incubator for early-stage medtech; guided startups through clinical dev., capitalization, commercialization |
| University of Oxford / UK NHS | Tech transfer manager | Not disclosed | Patent strategy, spin-outs, early-stage capital raising |
| University of Toronto | Adjunct Professor of Surgery | Not disclosed | Medical education |
| Toronto Metropolitan University | Distinguished Visiting Professor | Not disclosed | Academic leadership |
| Li Ka Shing Knowledge Institute | Associate Scientist | Not disclosed | Research |
| Canadian Gov’t/Agencies | Advisor (Public Health Agency of Canada audit committee member; advisor to CMA, Canadian Space Agency) | Not disclosed | Policy/governance advisory |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| United Therapeutics Corporation (UTHR) | Director | Public | Current public company board service |
| DCVC Management Co, LLC | Operating Partner | Private | Venture capital (since March 2022) |
Board Governance
- Independence: The Board determined Maxwell is independent under Nasdaq and SEC rules .
- Committees and roles (current): Compensation Committee (Chair), Audit Committee (Member), Related Party Transaction Committee (Member) .
- Committee activity (FY2024): Audit (5 meetings), Compensation (6), Related Party Transaction (8), Governance (2) .
- Attendance: In FY2024, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Controlled company (majority owned by founder); nonetheless five of eight directors are independent; lead independent director framework with regular executive sessions at least quarterly .
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Cash fees (base + committee retainers) | $87,500 |
| Equity grant (annual stock option award; grant-date fair value) | $400,000 |
| Total | $487,500 |
- Director compensation policy (2024/2025): Base retainer $50,000; committee chair retainers (Audit $10,000; Compensation $10,000; Nominating $7,500; Related Party Transaction $7,500; Special $15,000); committee member retainers (Audit $10,000; Compensation $10,000; Nominating $7,500; Related Party Transaction $7,500; Special $15,000). Annual option grant to continuing non-employee directors with Black-Scholes value of $400,000; initial option grant value $300,000. Annual limit: $750,000 total director cash+equity ($1,000,000 in initial year) .
Performance Compensation
| Grant | Grant Date | Instrument | Quantity | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual director equity | 06/11/2024 | Stock options | 77,633 | $5.96 | Vests on earlier of one year from grant or day before next annual meeting, subject to service | Annual award to non-employee directors (fair value $400,000) |
- Change in control: Outside directors’ outstanding equity vests 100% upon a Change in Control (including performance awards at 100% of target) unless otherwise specified .
- Clawback: Company-wide compensation recovery policy adopted Nov 29, 2023 applies as required by SEC/Nasdaq .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks with IBRX |
|---|---|---|
| United Therapeutics Corporation (UTHR) | Director | No IBRX commercial relationships disclosed in proxy; not identified as a related party - |
Expertise & Qualifications
- Clinical/scientific: Physician-surgeon; published scientific author; healthcare innovation expertise .
- Commercialization/innovation: Founder of hospital-embedded medtech incubator; venture capital Operating Partner; tech transfer and IP strategy .
- Public sector governance: Advisory roles with Canadian federal/provincial/local entities; Public Health Agency of Canada audit committee experience .
- Education: Harvard A.B.; Yale M.D.; Oxford M.B.A. .
Equity Ownership
| Holder | Beneficial Ownership (Apr 21, 2025) | Composition | Pledged/Hedged |
|---|---|---|---|
| Linda Maxwell | 451,770 shares | Consists solely of options exercisable within 60 days; no direct share holdings disclosed | Company policy prohibits hedging and margin/pledging (pledge only with prior Board approval); no pledging by Maxwell disclosed |
- Director stock ownership guidelines: Minimum holdings equal to 3x base retainer; can be satisfied with directly/indirectly held shares and certain RSUs/awards tied only to service; options are not listed among qualifying holdings; individual compliance status not disclosed .
Insider Trades (recent)
| Date Filed | Form | Summary |
|---|---|---|
| 06/13/2024 | Form 4 | Director filing reported (part of annual director equity awards timing) |
| 06/20/2025 | Form 4 | Director filing reported (Maxwell Linda) |
Governance Assessment
Strengths
- Independent director with relevant clinical and commercialization expertise; chairs the Compensation Committee and serves on Audit, indicating strong governance profile and financial literacy .
- Compensation Committee uses an independent consultant (Mercer); committee determined no conflicts of interest; meets regularly (6 times in 2024) .
- Service on Related Party Transaction Committee (8 meetings in 2024) is material given IBRX’s extensive related-party arrangements; committee comprised of independent directors and reviews/approves such transactions -.
- Director pay mix is equity-heavy (cash $87,500 vs equity $400,000 in 2024), aligning incentives with shareholders; subject to annual caps and stock ownership guidelines .
- Robust policies: clawback (Nov 29, 2023), insider trading prohibitions on shorting, hedging, and pledging without prior approval .
Risks/Red Flags to Monitor
- Controlled company risk: Founder and affiliates own ~76.19% of common stock; numerous large related-party financings and leases with founder-controlled entities; while Maxwell participates in oversight (RPT Committee), the structural risk persists and warrants continued scrutiny -.
- Ownership alignment optics: Maxwell’s reported beneficial ownership consists solely of options exercisable within 60 days as of the record date; absence of disclosed direct share holdings may be viewed less favorably by some investors versus outright stock ownership (stock ownership guideline compliance not disclosed) .
- Change-in-control acceleration for outside directors (full vesting) is standard but can be perceived as investor-unfriendly by some governance frameworks if not double-trigger; here, outside directors’ awards accelerate upon Change in Control .
Overall implication for investors
- Maxwell brings credible, independent oversight with domain expertise and chairs a key committee. Her roles on Audit and RPT Committees are constructive offsets to controlled-company risks, but investors should continue to evaluate the effectiveness of related-party oversight and overall board independence in the context of significant founder control and transactions -.
Notes
- Appointment to IBRX Board effective March 29, 2021; company press release confirms background and appointment timing .