Wesley Clark

About Wesley Clark

Wesley K. Clark (age 80) is an independent director of ImmunityBio (IBRX) since March 2021, with ~4 years of board tenure as of the 2025 proxy . A retired four-star U.S. Army General, he served as NATO Supreme Allied Commander Europe (1997–2000), is a West Point valedictorian, Rhodes Scholar (Oxford PPE), and holds a master’s in military science; he brings extensive leadership and public/private-sector governance experience . He currently chairs the Related Party Transaction Committee and serves on the Nominating and Corporate Governance Committee .

Past Roles

External Roles

Board Governance

• Independence: Board determined Gen. Clark is independent under SEC/Nasdaq rules .
• Committees: Nominating & Corporate Governance (member); Related Party Transaction (Chair as of April 2025; previously member in 2024) .
• Attendance: Board met 7 times in FY2024; each director attended at least 75% of board and applicable committee meetings; independent directors hold executive sessions at each regular meeting (≥4/year) .
• Lead Independent Director: Cheryl L. Cohen (since March 2023) .
• Controlled company: Founder Patrick Soon-Shiong and affiliates control a majority of voting power; ImmunityBio relies on controlled-company exemptions but maintains a majority independent board and a Governance Committee . Founder ownership aggregated ~73.6% at record date; he indicated voting “FOR” all proposals .

Fixed Compensation

Notes: The $65,000 FY2024 fees align with base ($50,000) + Governance member ($7,500) + Related Party Transaction chair ($7,500) .

Performance Compensation

Performance metrics: None disclosed for director equity awards (time-based vesting; no TSR/financial targets). Change-in-control: non-employee director awards under the 2015 Plan fully vest and become exercisable on a merger/change-in-control as defined .

Other Directorships & Interlocks

Related-party oversight: Clark chairs the Related Party Transaction Committee, which reviews and approves related-party transactions; the committee held 8 meetings in FY2024 and applies a written policy for transactions >$120,000 involving related persons .

Expertise & Qualifications

• Education: U.S. Military Academy (valedictorian); Rhodes Scholar (Oxford PPE); Master’s in military science (Command and General Staff College) .
• Recognition: U.S. Presidential Medal of Freedom .
• Skill set: Strategic leadership, governance in complex environments, capital markets and consulting experience; public company board experience across multiple sectors .

Equity Ownership

• Outstanding director options (as of 12/31/2024): 21,873 at $17.24; 26,064 at $14.91; 167,937 at $2.98; 158,263 at $2.99 (vested); 77,633 at $5.96 (unvested) .
• Prohibited hedging/pledging: Insider Trading Policy prohibits hedging and margin/pledge transactions without prior Board approval . No pledging disclosure is noted for Clark in the beneficial ownership footnotes .

Governance Assessment

• Strengths: Independent status; chairs RPT Committee during a period of extensive related-party disclosures; demonstrated committee activity (8 RPT meetings in 2024) suggests active oversight . Attendance thresholds met (≥75%); board maintains executive sessions and a Lead Independent Director .
• Risks/RED FLAGS:
  • Controlled-company structure with founder aggregating ~73.6% voting power, Cambridge nominating rights, and Executive Chairman chairing the Governance Committee may constrain board independence and succession processes .
  • Director equity grants are time-based options (no performance metrics), which may weaken explicit pay-for-performance alignment for directors relative to outcome-based awards; CIC acceleration could be perceived as shareholder-unfriendly by some investors .
• Alignment: Director stock ownership guidelines require holdings ≥3x base retainer and allow certain RSU/award forms to count; individual compliance status for Clark not disclosed .

Board Governance

Director Compensation (FY2024)

• Policy Schedule (Cash): Base $50,000; Governance member $7,500; RPT chair $7,500 .
• Policy Schedule (Equity): Initial option grant $300,000 (Black-Scholes); annual option grant $400,000 (Black-Scholes); vesting time-based; CIC acceleration .

Related-Party Transactions (Oversight Context)

• Policy: RPT Committee must review and approve transactions >$120,000 involving related persons; considers third-party equivalence of terms and extent of related person’s interest .
• Structure: Clark is RPT Committee Chair; committee met 8 times in FY2024 and informs the Audit Committee of approvals .

Say-on-Pay & Shareholder Feedback

• The 2025 proxy includes Pay Versus Performance disclosures for executives but does not present historical say-on-pay approval percentages; final annual-meeting results will be filed on Form 8-K within four business days after the meeting .

Employment & Contracts

• Director compensation governed by Director Compensation Policy and equity plans; non-employee director annual limits: cash + equity ≤ $750,000 per fiscal year ($1,000,000 in initial year) .

Performance & Track Record

• Governance engagement: Committee activity (RPT 8 meetings; Governance 2 meetings in FY2024) indicates ongoing oversight .
• Board risk oversight framework: Committee-based oversight of financial/cyber risks (Audit), related parties (RPT), governance composition/conflicts (Governance), and compensation risk (Comp Committee) .

Equity Ownership & Alignment

Overall, Clark’s independent status, committee leadership on related-party oversight, and consistent attendance support board effectiveness, but the controlled-company structure, governance committee chaired by the Executive Chairman, and time-based director equity with CIC acceleration present governance risk factors that investors should monitor .