Mark Lappe
Inhibrx BiosciencesAbout Mark Lappe
Mark P. Lappe (age 58) is Chief Executive Officer and Chairman of the Board of Inhibrx Biosciences, Inc. (INBX), serving as CEO and director since January 2024; he co-founded the former parent (Inhibrx, Inc.) in 2010 and served as its CEO and chairman until May 2024 . INBX completed its spin-off from the former parent concurrent with the former parent’s sale of INBRX-101 to Sanofi on May 30, 2024, after which INBX assumed the non-INBRX-101 pipeline (ozekibart/INBRX-106, INBRX-109, discovery) . For 2024, the Compensation Committee determined the Company achieved 100% of its corporate performance goals; Mr. Lappe’s 2024 annual incentive payout for CEO was reported as 55% of base salary ($417,150), versus a 60% target opportunity (see note on inconsistency below) . The Board has combined CEO/Chair roles and has no Lead Independent Director; all other directors are independent, creating a classic dual-role governance trade-off .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inhibrx, Inc. (Former Parent) | Co-founder, CEO & Chairman | 2010–May 2024 | Led company through development of pipeline and 2024 transaction separating INBRX-101 (sold to Sanofi) from remaining assets . |
| Efficacy Biotech Fund | Founder & Managing Partner | Pre-2010 | Strategic investment in public biotechnology; prior to founding Inhibrx . |
| Multiple start-up biotech/medtech companies | Executive team builder | N/A | Built executive teams for 40+ start-ups, reflecting broad sector network . |
External Roles
- No public company directorships or external committee roles for Mr. Lappe are disclosed in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 675,000 | 695,250 |
| Target Bonus (% of Salary) | — | 60% |
| Actual Bonus Paid ($) | 405,000 | 417,150 |
Note on 2024 bonus: The proxy states corporate goals were achieved at 100% and “executive officers should be paid their bonuses at 100% of the targeted levels,” yet the CEO’s “Final Ratio Incentive Bonus as a Percentage of Base Salary” is shown as 55% (not 60%) and the paid amount matches 55% of salary ($417,150). This suggests discretion or an adjustment not elaborated in the narrative .
Performance Compensation
| Component | Metric/Definition | Weighting | Target | Actual/Payout | Timing/Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Overall Company performance (composite goals: clinical program progression, funding, BD, investor visibility) | 100% | CEO target 60% of base salary | CEO final payout 55% of base ($417,150) despite 100% corporate goal assessment | Paid in Q1 2025 |
Equity awards (options) are addressed in detail below; the Company uses time-based vesting and does not disclose PSU metrics for NEOs in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,000,413 shares (6.88% of outstanding) . |
| Ownership Breakdown | 705,548 shares (Lappe Family Trust); 54,865 shares (Mark Paul Lappe Roth IRA); 165,000 shares (Lappe Descendants’ Trust); 75,000 options exercisable or becoming exercisable within 60 days of April 1, 2025 . |
| Shares Pledged | Beneficial ownership footnotes do not indicate any pledged shares . |
| Ownership Guidelines | Company discloses no formal executive equity ownership guidelines . |
| Hedging/Pledging Policy | Insider Trading Policy prohibits short sales and certain derivative transactions; executives may use Rule 10b5-1 plans; a Clawback Policy compliant with Rule 10D-1 is adopted . |
Outstanding Equity Awards and Vesting (Options)
| Grant Date | Type | Number | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 5/30/2024 | Stock Options | 300,000 | $15.86 | 5/30/2034 | 25% on 5/30/2025; remaining 75% in equal monthly installments over 36 months thereafter . |
- Grant-date fair value for this award is disclosed as $3,576,000 in the grant detail table and $3,573,408 in the Summary Compensation Table (minor difference likely due to rounding/conventions) .
- As of 12/31/2024: 0 exercisable, 300,000 unexercisable .
- Near-term vesting dynamics (potential selling pressure indicator):
- 75,000 options vest on 5/30/2025 (first anniversary) .
- Thereafter, 6,250 options vest monthly for 36 months (225,000/36), totaling 75,000 options over the following 12 months through 5/30/2026 .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement Date | May 30, 2024 . |
| Base Salary | $695,250 . |
| Target Bonus | Up to 60% of base salary based on corporate goals . |
| Severance (no Cause / Good Reason) | 12 months base salary; acceleration of unvested equity awards that would have vested in next 12 months; up to 12 months of health coverage cost-sharing . |
| CIC Termination (double-trigger with 90-day pre-CIC protection) | Lump sum 18 months base salary; lump sum 1.5x target bonus; full acceleration of all unvested equity; up to 18 months health coverage cost-sharing; triggers on termination without Cause/for Good Reason within 1 year post-CIC or 90 days pre-definitive CIC agreement . |
| Clawback | Company has a Rule 10D-1/Nasdaq-compliant Clawback Policy . |
| Definitions | “Cause,” “Good Reason,” and “Change of Control” as defined in agreement; includes standard conduct, duty diminution, pay reduction, and ownership/control change thresholds . |
Severance Economics (as of 12/31/2024; using $15.40 stock price for option value per proxy methodology)
| Scenario | Cash Severance | Health Benefits | Option Acceleration Value | Total |
|---|---|---|---|---|
| Termination without Cause / Good Reason | $695,250 | $30,831 | $1,414,474 | $2,140,555 |
| Termination in Connection with Change of Control | $1,668,600 | $46,247 | $3,573,408 | $5,288,255 |
Board Governance (Service, Roles, Committees, Independence)
- Board service: Director since 2024; Class III director; term expires at 2027 annual meeting .
- Dual role: CEO and Chairman; Board determined combination best at this time; no Lead Independent Director .
- Independence: All directors other than CEO/Chair (Lappe) are independent per Nasdaq/SEC definitions .
- Committees (independent-only membership):
- Audit: Forsyth (Chair), Kayyem, Vuori .
- Compensation: Kayyem (Chair), Forsyth, Manhard; CEO not present for discussions on his compensation .
- Nominating & Governance: Forsyth (Chair), Manhard, Vuori .
- Attendance: No director attended fewer than 75% of Board/committee meetings; Board held two meetings and two written consents post-Separation in 2024 .
Performance Compensation (Detail)
| Metric Category (2024) | Weighting | Target (CEO) | Actual (CEO) | Notes |
|---|---|---|---|---|
| Overall Company Performance (clinical progress, funding, BD, investor visibility) | 100% | 60% of salary | 55% of salary; $417,150; paid Q1’25 | Narrative states 100% goal achievement and bonuses “at 100% of target,” but table shows 55% payout for CEO . |
Related Party Transactions (Lappe-specific)
- The proxy’s related party transactions section details spin-off TSAs and a 2025 license/MTA with Scithera (entity affiliated with former CSO); no Lappe-specific related party transactions are disclosed .
Director Compensation (context for dual role)
- Non-employee director policy (retainers/option grants) applies to independent directors; as CEO/Chair, Mr. Lappe’s compensation is reported under Executive Compensation, not Director Compensation .
Investment Implications
- Alignment: Lappe holds a meaningful 6.88% beneficial stake, largely through family trusts, plus a sizable 300,000-option grant; this aligns incentives with equity holders while creating meaningful personal exposure to stock performance .
- Vesting-driven supply: 75,000 options vest on 5/30/2025 and 6,250 options vest monthly thereafter for 36 months; watch Form 4s/10b5-1 activity around these dates for potential selling pressure signals .
- Pay-for-performance signal: 2024 narrative indicates 100% corporate goal achievement, yet CEO payout is reported at 55% vs 60% target; this inconsistency suggests the committee exercised discretion or applied adjustments not fully detailed—worth monitoring future CD&A clarity .
- Change-in-control economics: Double-trigger protection (with 90-day pre-CIC window) provides strong retention but also a notable “walk-away” package (total ~$5.29M at 12/31/24 valuation) if a sale occurs—relevant for M&A optionality and negotiation posture .
- Governance trade-off: Combined CEO/Chair with no Lead Independent Director increases governance risk; however, committee structures are fully independent and CEO recuses from compensation discussions, partially mitigating concerns .
Appendix: Key Tables from Proxy (for reference)
- Summary Compensation Table excerpts for CEO (2023–2024): salary, bonus, options, and totals .
- Outstanding Equity Awards and option grant terms/vesting .
- Beneficial ownership (CEO) and breakdown .
- Severance/CIC payout table and definitions .
All information above is drawn from INBX’s 2025 Definitive Proxy Statement (DEF 14A) filed April 16, 2025 –.