Corinne Epperly

About Corinne Epperly

Corinne (Dr.) Epperly, 47, is an independent Class II director of IN8bio (INAB) serving since December 2023. She previously served as COO of Cargo Therapeutics (May 2021–June 2023), SVP Strategy & Operations at Iovance (Jan 2019–Mar 2021), and COO at Vascular Biogenics (Jun 2017–Dec 2018); earlier roles include Bristol Myers Squibb and equity research at Goldman Sachs. She holds a B.Sc. in Biochemistry and Biology (University of Virginia), an M.D. and an M.P.H. (University of North Carolina at Chapel Hill). Her board experience includes service on the board of Aveo Oncology (Jan 2020–Jan 2023).

Past Roles

Organization	Role	Tenure	Committees/Impact
Cargo Therapeutics, Inc.	Chief Operating Officer	May 2021 – June 2023	Clinical-stage cell therapy operations leadership
Iovance Biotherapeutics, Inc.	SVP, Strategy & Operations	Jan 2019 – Mar 2021	Corporate strategy and execution in immuno-oncology
Vascular Biogenics Ltd.	Chief Operating Officer	Jun 2017 – Dec 2018	Oncology-focused biopharma operations
Bristol Myers Squibb	Various roles	Not disclosed	Large-cap pharma experience
Goldman Sachs International	Equity Analyst, Pharma & Biotech	Not disclosed	Sell-side research background

External Roles

Organization	Role	Tenure	Notes
Aveo Oncology (formerly public)	Director	Jan 2020 – Jan 2023	Oncology-focused; prior public company board seat

Board Governance

Independence: Board determined all non-employee directors, including Dr. Epperly, are independent under Nasdaq standards.
Board/committee activity and attendance: Board met 11 times in FY2024; each director attended at least 75% of Board and committee meetings during their service period. Non-management directors held 7 executive sessions in FY2024.
Committee memberships (current):
- Compensation Committee – Member; Chair: Alan S. Roemer.
- Science & Technology Committee – Member; Chair: Jeremy Graff.
- Not on Audit Committee (members: Roemer, Brandt (Chair), Greenwood) or Nominating & Corporate Governance (Brandt, Fairbairn, Graff (incoming Chair), Whitfill (outgoing Chair)).
Lead roles: Chair of the Board is independent (Alan S. Roemer).

Fixed Compensation

Component	Policy / Amount	Notes
Board Annual Cash Retainer (effective 9/1/2024 after 11% reduction)	$35,600	Prior to 9/1/2024: $40,000
Committee Retainers (Member; effective 9/1/2024)	Audit: $8,900; Comp: $4,450; N&CG: $3,560; Science & Tech: $6,675	Chairs receive higher retainers (e.g., Audit Chair: $13,350; Science & Tech Chair: $13,350; Comp Chair: $8,900; N&CG Chair: $7,120)
2024 Director Cash Fees Earned (Epperly)	$49,613	Fees earned/paid in cash in FY2024
Cash-to-RSU election	Directors may elect to convert cash retainers to fully vested RSUs	Fully vested upon grant; shares determined by cash/price

Performance Compensation

Equity Element	Grant Type	Typical Grant Size	Vesting	2024 Grant Value (Epperly)
Options – Initial	Automatic initial grant upon appointment	67,300 options	Vest monthly over 3 years	N/A (policy detail)
Options – Annual	Automatic annual grant at each annual meeting	33,650 options	Vest monthly over 12 months; fully vested by next AGM	$54,595 (aggregate grant date fair value)
Change-in-Control	Applies to director options	N/A	Director options vest in full upon a change in control	Policy term

Performance metrics: None disclosed for director compensation; director equity vests time-based only.
Compensation risk controls: Company maintains an Incentive Compensation Clawback Policy (Rule 10D-1, Nasdaq 5608 compliant) for executive incentive comp; while director pay is not performance-based, the broader control environment supports governance rigor.
Equity timing practices: Annual refresh grants typically approved in Q1; director awards granted at appointment/election; Company states it does not time grants to MNPI.

Other Directorships & Interlocks

Company	Type	Role	Potential Interlock/Conflict
Aveo Oncology	Public (prior)	Director (2020–2023)	No related-party transactions disclosed with IN8bio.

No current external public company directorships are disclosed for Dr. Epperly beyond IN8bio.

Expertise & Qualifications

Education: B.Sc. Biochemistry & Biology (UVA); M.D. and M.P.H. (UNC Chapel Hill).
Domain expertise: Immuno-oncology operations, clinical-stage biotech strategy/execution; member of Science & Technology Committee overseeing R&D strategic direction.
Board qualification rationale (Company view): Extensive senior leadership in life sciences and prior board service.

Equity Ownership

Holder	Total Beneficial Ownership	% of Outstanding	Breakdown
Corinne Epperly	312,502 shares	<1%	81,967 shares; 163,934 warrants (immediately exercisable); 66,601 options exercisable within 60 days (footnote 9)

Insider trading/pledging: Company policy prohibits hedging/pledging by directors; no pledging disclosed.
Outstanding director options (12/31/2024): Dr. Epperly had 138,605 options outstanding.
Insider purchases: Participated in Dec 2023 Private Placement (81,967 shares, 81,967 Series A warrants, 81,967 Series B warrants; ~$100,000).

Board Governance Signals (Compensation Committee Focus)

Committee composition: Compensation Committee comprised of independent directors (Roemer – Chair, Epperly, Greenwood).
Use of independent consultant: Aon engaged; committee assessed no conflicts; used for peer group and market data.
Cost alignment: Directors approved an 11% reduction in director cash retainers effective 9/1/2024 amid cost actions.
Executive sessions: 7 sessions in 2024 indicate active independent oversight.

Related-Party Transactions & Conflicts

Participation in financings: Dr. Epperly purchased securities in the December 2023 private placement on the same terms as other investors (no preferential treatment disclosed).
Policy: All related-party transactions above thresholds require Board or N&CG Committee approval; compensation arrangements excluded from “related-person” scope under policy.
No loans, family transactions, or other related-party dealings disclosed for Dr. Epperly.

Insider Trades (Selected)

Date/Transaction	Security	Amount/Terms	Notes
Dec 13, 2023 Private Placement	Common Shares	81,967 shares	~$100,000 aggregate; also 81,967 Series A and 81,967 Series B warrants
Dec 13, 2023 Private Placement	Series A/B Warrants	81,967 (each series)	Exercisable immediately (Series A/S B terms per offering)

Governance Assessment

Positives:
- Independent director with deep immuno-oncology operating experience; serves on Compensation and Science & Technology Committees, aligning expertise with oversight responsibilities.
- Active board process: ≥75% attendance, regular executive sessions, independent chair structure.
- Alignment signals: Personal capital at risk via 2023 financing; director cash pay reduced 11% in 2024; hedging/pledging prohibited; change-in-control vesting aligns with transaction outcomes.
- Compensation governance: Use of independent consultant; clawback policy for executives; transparent director equity policy and vesting.
Watch items:
- Company-level capital structure pressure (Nasdaq bid-price deficiency; reverse split proposal) elevates financing risk environment; requires vigilant Compensation/N&CG oversight on dilution and incentive design.
- Ownership guidelines for directors not disclosed; investors may seek explicit director stock ownership requirements.
- Beneficial ownership includes a meaningful warrant component, which creates leverage to upside but can amplify dilution upon exercise.

Overall, Dr. Epperly presents as an independent, engaged director with relevant technical and operating expertise; her committee roles and personal investment support alignment, and no material conflicts or related-party exposures are disclosed. Continued monitoring of equity usage and capital actions is warranted given the company’s listing and financing context.