Patrick Soon-Shiong
ImmunityBioAbout Patrick Soon-Shiong
Founder, Executive Chairman, and Global Chief Scientific & Medical Officer of ImmunityBio. Age 72; director since 2014 (board tenure ~10 years) and Chair of the Nominating & Corporate Governance Committee . He and affiliates owned ~73.6% of outstanding common stock as of the 2025 record date; the proxy’s beneficial ownership table shows 744,871,200 shares (76.19% of common) with detailed affiliate holdings, underscoring “controlled company” status on Nasdaq . Pay-versus-performance shows cumulative TSR index fell to 42.11 in 2024 (from 82.57 in 2023 and 83.39 in 2022) alongside net losses of $(413.6)M, $(583.9)M, and $(417.3)M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ImmunityBio (public) | Executive Chairman | Oct 2020–present | Board leadership; controls majority voting power |
| ImmunityBio (public) | Global Chief Scientific & Medical Officer | Appointed Aug 11, 2021 | Scientific strategy, clinical development leadership |
| NantKwest/ImmunityBio lineage | Chairman & CEO | Mar 2015–Oct 2020 | Led merger integration, platform build-out |
| NantKwest | Co-Chairman | Dec 2014–Mar 2015 | Governance leadership pre-IPO |
| NantKwest | Chief Medical Officer | Jan 2015–Mar 2015 | Medical strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NantWorks, LLC | Founder | 2011–present | Built ecosystem for health tech and pharma development |
| Abraxis BioScience | Founder/CEO; sold to Celgene for $3.8B | 1997–2010 (sale 2010) | Developed Abraxane; value creation via sale |
| American Pharmaceutical Partners | Founder/CEO; sold to Fresenius for $4.6B | 1997–2008 (sale 2008) | Scaled injectables; strategic exit |
| Los Angeles Times (California Times) | Owner & Executive Chairman | Since 2018 | Media leadership |
| Access to Advanced Health Institute | Chair of Board | Current | Nonprofit biotech research governance |
| Imperial College London | Visiting Professor | Current | Academic/scientific credentials |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 625,777 | 75% | 372,600 (80% of target) | Performance-based payout approved Feb 2025 |
| 2023 | 621,000 | 50% initial; committee used discretion | 232,875 (discretionary) | Smaller reporting company scaled disclosure |
| 2022 | 616,962 | N/A | — | No bonus paid |
| As of Apr 29, 2025 | 652,050 | 75% | N/A | Current employment terms |
Performance Compensation
Annual Incentive Plan (2024)
| Metric Category | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Financing goals | Not disclosed | Pre-set objectives | Met/exceeded majority | 80% of target bonus | Paid in 2025 |
| Regulatory & product goals | Not disclosed | Pre-set objectives | Met/exceeded majority | 80% of target bonus | Paid in 2025 |
| Clinical development goals | Not disclosed | Pre-set objectives | Met/exceeded majority | 80% of target bonus | Paid in 2025 |
| Commercial readiness goals | Not disclosed | Pre-set objectives | Met/exceeded majority | 80% of target bonus | Paid in 2025 |
| Human capital goals | Not disclosed | Pre-set objectives | Met/exceeded majority | 80% of target bonus | Paid in 2025 |
Equity Awards (Grant detail and vesting)
| Award Type | Grant Date | Shares/Options (#) | Strike ($) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| RSU | 2/22/2024 | 342,987 | N/A | 1,797,252 | 33.33% each Feb 22, 2025–2027 (114,329/yr) |
| Stock Options | 2/22/2024 | 1,193,597 | 5.24 | 5,411,074 | 33.33% each Feb 22, 2025–2027 |
| Stock Options | 3/23/2022 | 700,000 total grant (shows 466,666/233,334 unexercisable at YE) | 5.83 | N/A | Final tranche vested Mar 23, 2025 |
| Stock Options | Various (older) | 900,000 (exercisable) | 25.00 | N/A | Expires 7/27/2025 |
| Stock Options | Various (older) | 26,064 (exercisable) | 14.91 | N/A | Expires 6/10/2031 |
Executive compensation is subject to a mandatory clawback policy adopted Nov 29, 2023, applicable irrespective of fault in the event of an accounting restatement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 744,871,200 shares; 76.19% of common (aggregate across Cambridge, Nant Capital, NantMobile, NCSC, NantWorks, NantBio, California Capital, Family Foundation, direct holdings, options, and convertibles within 60 days) |
| Record date voting control | ~73.6% of outstanding common stock as of Apr 21, 2025 |
| Controlled company | Nasdaq “controlled company” status due to majority voting power |
| Vested vs unvested (YE 2024) | Unvested RSUs: 342,987 (market value $878,047 at $2.56) ; Unexercisable options: 1,193,597 (Feb 22, 2024 grant) |
| Exercisable options (samples) | 900,000 @ $25.00 (exp. 7/27/2025); 26,064 @ $14.91 (exp. 6/10/2031) |
| Pledging/hedging policy | Company prohibits hedging, margin accounts, and pledging except with prior Board approval . No specific disclosure that he has pledged shares. |
| Director ownership guidelines | Non-employee directors must hold ≥3x base retainer; employees (including Soon-Shiong) do not receive director pay nor are subject to director policy . |
Employment Terms
- Appointment: Global Chief Scientific & Medical Officer since Aug 11, 2021; Executive Chairman since Oct 2020 .
- Compensation eligibility: Participates in annual bonus plan (current target 75% of base) and eligible for annual equity awards .
- Change-in-control terms (equity): Under the 2015 Plan, if awards are not assumed/substituted, RSUs/options fully vest; performance awards deemed achieved at 100% of target .
- Clawback: Executive compensation recovery policy adopted Nov 29, 2023 .
- Severance, non-compete, deferred comp: Not disclosed for Dr. Soon-Shiong in the proxy .
Board Governance
| Aspect | Detail |
|---|---|
| Board service | Director since 2014; Executive Chairman since 2020 . |
| Committee roles | Chair, Nominating & Corporate Governance Committee . Not listed on Audit or Compensation committees . |
| Independence | Company is a controlled company; five of eight directors are independent; Lead Independent Director role established (Cheryl Cohen) to strengthen oversight . |
| Attendance | Board held seven meetings in FY2024; each director attended ≥75% of aggregate board and committee meetings . |
| Special committees | Related Party Transaction Committee (independent members; chair changed after Feb 2025 resignation of a director); Special Committee (independent) formed for 2021 merger . |
Related-Party Transactions and Financing (Governance Red Flags)
- Cambridge investment and rights: Subscription (2014), registration rights, and nominating agreement granting Cambridge the right to designate a board seat while it owns ≥20% (Soon-Shiong selected to hold this seat) .
- Related-party convertible note: $505M December 2024 promissory note with Nant Capital (Term SOFR +8%, convertible at $5.427/share; maturity Dec 31, 2027), subordinated to RIPA obligations; prior exchanges and modifications in 2023 increased equity and embedded conversion features .
- Shared services with NantWorks and affiliates: Reciprocal services and balances; due from/to related parties disclosed; services charged at cost plus allocations .
Implication: Significant ongoing financing and operational ties to entities controlled by Dr. Soon-Shiong heighten related-party scrutiny and potential dilution via note conversion .
Pay Versus Performance (Signal Check)
| Year | PEO “Comp Actually Paid” ($) | Avg Non-PEO NEO “Comp Actually Paid” ($) | TSR Index (Value of $100) | Net Loss ($M) |
|---|---|---|---|---|
| 2024 | 4,065,929 | 2,319,758 | 42.11 | (413.6) |
| 2023 | 262,372 | 622,399 | 82.57 | (583.9) |
| 2022 | 2,751,454 | 2,481,143 | 83.39 | (417.3) |
Compensation Committee Analysis
- Composition: Independent directors—Chair Dr. Linda Maxwell; members Michael Blaszyk and Christobel Selecky .
- Consultant: Mercer retained; committee found no conflicts of interest .
- Oversight: Reviews CEO and executive compensation, equity plans, human capital programs; authorized to engage advisors and administer equity .
Vesting Schedules and Potential Insider Selling Pressure
- RSUs: 114,329 shares vest each on Feb 22, 2025, 2026, 2027; accrued value at YE2024 was $878,047 at $2.56/share; share withholding likely for taxes as seen with other NEOs .
- Options: 397,865 options vest each on Feb 22, 2025 and 2026; 397,867 on Feb 22, 2027 at $5.24 strike .
These dates can create predictable supply/demand inflections; monitor 10b5‑1 plans and Form 4 filings around February vest tranches .
Director Compensation (for dual-role context)
- Employees receive no director compensation; Dr. Soon-Shiong does not get director cash/equity under the director program .
- Non-employee director policy: Base retainer $50,000; option grants ($300k initial; $400k annual); stock ownership guideline ≥3x base retainer .
Equity Incentive Plan Refresh (Dilution/Overhang Context)
- 2025 Equity Incentive Plan: 46,088,027 new shares plus up to 32,856,175 returning from prior plan; total potential pool tied to expiry of 2015 plan; overhang projected to 9.5% after increase .
Investment Implications
- Alignment vs control: Massive personal and affiliate ownership (≥73.6% voting power; 76.19% beneficial) aligns long-term incentives but centralizes governance; “controlled company” exemption applies (monitor independence rigor and RPT approvals) .
- Equity-heavy 2024 comp: Significant new RSU/option grants and 75% bonus target with 80% payout despite negative TSR and net losses raise pay-for-performance scrutiny; clawback policy mitigates some risk .
- Related-party financing: $505M convertible debt (SOFR+8%) with conversion at $5.427/share presents dilution risk and event-driven trading signals; prior 2023 exchanges show willingness to equitize debt .
- Predictable vest cadence: RSU/option tranches vest each Feb 22 through 2027, which can create periodic supply pressure; no explicit pledging by Soon-Shiong disclosed, but pledging generally restricted unless Board-approved .
- Governance mitigants: Lead Independent Director, independent committee chairs/members, and RPT Committee oversight are positives; however, chairing Nominating & Governance while being controlling shareholder is a dual-role concern for board independence .
Overall: Compensation and ownership indicate strong founder alignment but concentrate control. Trading setups include February vesting windows and potential note conversion events. Maintain heightened vigilance on related-party transactions, equity plan utilization, and pay outcomes vs TSR/net results .