Richard Adcock
ImmunityBioAbout Richard Adcock
Richard Adcock is Chief Executive Officer and President of ImmunityBio (IBRX); age 56; CEO since October 2020 and President and director since March 2021, with 30+ years of healthcare leadership at Verity Health, Sanford Health, and GE Healthcare. Education: B.S. in Business Administration (Northern State University) and M.B.A. in Healthcare Management (University of Phoenix) . Pay-versus-performance disclosures show cumulative TSR values of 42.11 (2024), 82.57 (2023), 83.39 (2022) and net losses of $(413.6)M (2024), $(583.9)M (2023), $(417.3)M (2022) . Operationally, ImmunityBio reported Q3 2025 total revenue and other income of $33.7M (up from $26.4M in Q2 2025) and year-to-date product sales of $74.7M, with Q3 2025 product revenue up 434% year-over-year and ANKTIVA unit growth of 467% year-to-date vs FY 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verity Health System of California, Inc. | Chief Executive Officer | 2018–2020 | Steered the nonprofit health system through a successful restructuring event . |
| Sanford Health | Chief Innovation Officer; President; EVP; Director | 2004–2017 | Senior leadership across innovation and operations at a large integrated delivery system . |
| GE Healthcare | Global Engineering Director | Pre-2004 | Engineering leadership at a major medtech/equipment provider . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external board directorships disclosed for Adcock in IBRX filings . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2022 | 790,760 | — | — |
| 2023 | 796,000 | — | 298,500 (discretionary) |
| 2024 | 802,123 | 75% of salary | 477,600 (80% of target) |
| As of Apr 29, 2025 (current terms) | 835,800 | 75% | — |
Notes:
- 2024 short-term incentive measured across financing, regulatory/product, clinical development, commercial readiness, and human capital goals; Compensation Committee approved payouts at 80% of target .
Performance Compensation
2024 Equity Grants (grant date: Feb 22, 2024)
| Award Type | Shares/Units | Exercise Price ($) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs | 457,317 | — | 2,396,341 | 33.33% on each of 2/22/2025 and 2/22/2026; 33.34% on 2/22/2027 |
| Stock Options | 1,591,463 | 5.24 | 7,214,767 | Same 3-year schedule as RSUs (annual tranches) |
2024 Short-Term Incentive (STI) Outcome
| Metric Set | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Aggregated 2024 STI (Financing; Regulatory/Product; Clinical; Commercial readiness; Human capital) | Not disclosed | 75% of salary | 80% of target achieved | $477,600 paid |
Equity Ownership & Alignment
Beneficial Ownership (most recent disclosures)
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Richard Adcock | 2,314,905 | * (<1%) | 334,418 shares held directly and 1,980,487 options exercisable within 60 days as of Oct 7, 2025 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| Options (grant 2/5/2021) | 750,000 | — | 23.72 | 2/5/2031 | — | — |
| Options (grant 3/23/2022) | 466,666 | 233,334 | 5.83 | 3/23/2032 | — | — |
| Options (grant 2/22/2024) | — | 1,591,463 | 5.24 | 2/22/2034 | — | — |
| RSUs (grant 3/4/2021) | — | — | — | — | 86,214 | 220,708 |
| RSUs (grant 2/22/2024) | — | — | — | — | 457,317 | 1,170,732 |
Note: RSU market values use $2.56 closing price as of Dec 31, 2024 .
Scheduled Vesting (forward-looking cadence from grant terms)
| Date | RSUs Vesting (#) | Options Vesting (#) |
|---|---|---|
| 2/22/2025 | 152,439 (2024 RSUs tranche) | 530,487 (2024 options tranche) |
| 3/23/2025 | — | 233,334 (final 2022 options tranche) |
| 12/31/2025 | 34,483 (portion of 2021 RSUs) | — |
| 2/22/2026 | 152,439 (2024 RSUs tranche) | 530,487 (2024 options tranche) |
| 12/31/2026 | 51,731 (remaining 2021 RSUs) | — |
| 2/22/2027 | 152,439 (2024 RSUs tranche) | 530,489 (2024 options tranche) |
Alignment and restrictions:
- Insider Trading Policy prohibits short sales, hedging, margin purchases, and pledging without prior Board approval, reinforcing alignment and limiting adverse hedging dynamics .
- Non-employee director stock ownership guidelines exist (3× base retainer); Adcock is an employee director and does not receive director compensation .
Employment Terms
- Employment agreement: Offer of Employment dated Oct 20, 2020; eligible for annual bonus (initial target 50%; currently 75%); eligible for annual equity awards, including performance-based vesting .
- Severance: If terminated without “cause,” single cash payment equal to 12 months of then-current base salary, payable within 2.5 months, subject to release .
- Perquisites: Reimbursement for two personal life insurance policies (and related tax neutrality payments); 2024 reimbursement totaled $49,999 .
- Clawback: Compensation recovery policy adopted Nov 29, 2023; non-discretionary application in case of accounting restatement per SEC/Nasdaq rules .
- Change-in-control: Under 2015 Plan, if awards are not assumed or substituted, unvested equity vests and performance goals are deemed achieved at 100% prior to transaction; under the 2025 Plan, the administrator may accelerate vesting or continue/substitute awards; outside directors automatically accelerate upon change-in-control .
Board Governance
- Board service: Director since 2021; no committee memberships listed for Adcock; board committees include Audit, Compensation, Nominating & Corporate Governance, Related Party Transaction, and a Special Committee formed for the 2021 merger .
- Governance structure: Controlled company under Nasdaq rules due to Dr. Patrick Soon-Shiong’s majority ownership; majority of directors nonetheless determined independent; Lead Independent Director role established with robust responsibilities .
- Board activity: Seven board meetings in FY 2024; each director attended ≥75% of meetings; independent directors meet in executive session at least four times per year .
- Director compensation: Employees, including Adcock and Dr. Soon-Shiong, receive no director fees or equity for board service .
Compensation Committee Analysis
- Composition: Linda Maxwell (Chair), Michael Blaszyk, Christobel Selecky; all independent and non-employee per Nasdaq/SEC rules .
- Consultant: Mercer engaged; committee assessed and found no conflicts of interest for 2024 advisory services .
- Scope: Reviews CEO/non-CEO compensation, sets goals, administers equity plans, oversees compensation philosophy and human capital programs .
Related Party Transactions and Capital Structure Context
- Significant related-party financing with Nant Capital (affiliated with Executive Chairman Dr. Soon-Shiong): multiple promissory notes and amendments, including creation of convertible features, subordination to RIPA obligations, and conversions into common stock; future contractual obligations include $505M principal due 2027 and estimated interest of $186.5M (weighted average rate 12.34%) .
- Cambridge Nominating Agreement provides a designated board seat for Cambridge (affiliated with Dr. Soon-Shiong) while ≥20% ownership persists .
Investment Implications
- Pay-for-performance: 2024 cash incentive paid at 80% of target across specified operational metrics; equity awards were substantial in 2024 (RSUs ~$2.4M; options ~$7.2M), indicating emphasis on long-term equity alignment after minimal awards in 2023 . Near-term vesting tranches in 2025–2027 could create mechanical selling pressure around vest dates unless pre-arranged plans are employed .
- Alignment and risk: Beneficial ownership is <1% but includes ~2.0M options currently/near-term exercisable, plus sizeable unvested RSUs; hedging/pledging restrictions mitigate misalignment risk . Severance is a moderate 1× salary (no disclosed bonus multiple), limiting “golden parachute” exposure at the CEO level .
- Execution track record: Company-level performance improving with strong 2025 sales momentum and product revenue growth, but historical net losses remain substantial; equity-linked compensation could reward continued commercialization success while maintaining risk exposure if targets are missed .
- Governance and control: Controlled company status and extensive related-party financing with affiliates of the Executive Chairman introduce governance and capital structure risks (conversion, dilution, subordination), making Compensation Committee independence and clawback rigor critical oversight levers . Adcock’s dual role (CEO and director) is offset by separation of Chair and CEO and presence of a Lead Independent Director .