Marcia Allen
About Marcia Allen
Marcia Allen, age 75, is an Independent Director of INmune Bio, serving since November 2019. She is CEO and founder of Allen & Associates and has a broad financial background spanning corporate finance, wealth management, private equity, venture capital, and M&A, with prior senior roles at Taco Bell and W.R. Grace & Co. She holds a finance and accounting education from the University of Tennessee and has served on the Board of Ark Restaurants since 2003 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allen & Associates | CEO & Founder | Not disclosed | Strategic advisory and investment; broad corporate finance experience |
| Taco Bell, Inc. | Chief Financial Officer | Not disclosed | Structured and facilitated Taco Bell’s acquisition by PepsiCo |
| W.R. Grace & Co. | CFO (Restaurant/Retail Division), later Corporate Development Officer (M&A) | Not disclosed | Corporate development in New York HQ; M&A execution |
| The Movie Group (AMX) | Founder, Managing Director | Not disclosed | Originating company that is today Lionsgate Entertainment; early-stage company building |
| Ruby Tuesday | Founding group member | Not disclosed | Early operational experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ark Restaurants (ARKR) | Director | Since 2003 | Board service at public restaurant operator |
| Elite Capital (private VC) | Managing role | Not disclosed | Venture capital activities; deal execution |
| Allen/Brenner, Inc. | Co-founder, wealth & cash management | Not disclosed | Focus on entertainment and media industry |
Board Governance
- Committee assignments:
- Audit Committee member; Audit Committee comprised of Timothy Schroeder, Scott Juda (Chair), and Marcia Allen. Board affirmed audit committee independence and financial literacy for all members .
- Nominating & Corporate Governance Committee Chair; committee consists of Marcia Allen (Chair), Kelly Ganjei, and Scott Juda; no meetings in 2024 .
- Not on the Compensation Committee (members: Scott Juda, Timothy Schroeder (Chair), and Kelly Ganjei; independence affirmed) .
- Independence status: Listed as Independent Director ; audit and compensation committee independence affirmed by Board .
- Attendance: The Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings in 2024 .
- Policy signals: Anti-hedging policy prohibits short sales and hedging; pledging prohibited unless pre-cleared by compliance; applies to officers, directors, and employees . Clawback policy adopted for executive officers under SEC rules (applies to incentive comp upon restatement) .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $45,000 |
| Committee membership fees | Not disclosed |
| Committee chair fees | Not disclosed |
| Meeting fees | Not disclosed |
Performance Compensation
| Component | 2024 Grant Detail |
|---|---|
| Option awards (fair value at grant) | $248,598 |
| Stock awards | None disclosed for 2024 |
| Performance metrics tied to director awards | Not disclosed; director options typically time-based |
Equity Plan structure highlights (affects all grantees, including directors):
- Change-of-control: Awards automatically accelerate for any grantee whose service has not terminated (single-trigger acceleration), with Committee discretion to adjust goals or cash out awards; acceleration can occur even without termination .
- Repricing prohibition in plan text without stockholder approval; nevertheless, Company is seeking stockholder approval to reprice options via Special Meeting (see Red Flags below) .
Plan Performance Metrics Menu (Plan-level, not director-specific)
| Metric Category | Examples |
|---|---|
| Financial | Revenues, EBITDA, EPS, cash flow, debt, ROIC, ROE, TSR, margins, productivity, working capital |
| Market/Value | Stock price FMV, growth of investment, market share |
| Operational | Cost reductions, efficiency, customer satisfaction, diversity |
| Biopharma Milestones | Clinical trial results, regulatory approvals, drug launch, licensing transactions |
Other Directorships & Interlocks
| Entity | Type | Relationship | Potential Interlock/Conflict |
|---|---|---|---|
| Ark Restaurants (ARKR) | Public company | Director (since 2003) | Restaurant sector board service; no disclosed conflict with INMB |
| AmplifyBio | Private CRO | CEO is INMB director Kelly Ganjei; INMB paid AmplifyBio $384,000 for R&D services in 2024 | Board-level related party exposure (not Allen’s firm); oversight via Audit Committee |
Expertise & Qualifications
- Finance and accounting education; University of Tennessee .
- Deep transactional experience: M&A, corporate development, venture capital, and wealth management .
- Senior operating roles: CFO positions at Taco Bell and W.R. Grace & Co.; founder experience at The Movie Group (AMX) and Allen & Associates .
- Public board experience: Ark Restaurants director since 2003 .
Equity Ownership
| As-of Date | Total Beneficial Ownership | Composition | % Outstanding |
|---|---|---|---|
| April 14, 2025 | 216,750 shares via options exercisable within 60 days; no direct share holdings disclosed in table | Options only (exercisable within 60 days) | Less than 1% |
| September 30, 2025 | 222,583 shares via options exercisable within 60 days; no direct share holdings disclosed in table | Options only (exercisable within 60 days) | Less than 1% |
- Hedging/Pledging: Hedging prohibited for directors; pledging prohibited unless pre-cleared by compliance .
- Ownership guidelines: Not disclosed .
Governance Assessment
- Committee leadership and independence: Allen chairs Nominating & Corporate Governance and serves on Audit; Board affirms independence standards for key committees—a positive for governance effectiveness .
- Attendance and engagement: Board met 4 times in 2024; Allen met minimum 75% attendance threshold—acceptable but not best-in-class (no exact rate disclosed) .
- Compensation alignment:
- Mix: Modest cash retainer ($45,000) with equity in options ($248,598 grant-date fair value) aligns director incentives with shareholder outcomes, though options may encourage risk-taking and are currently underwater at scale .
- Single-trigger CoC acceleration: Automatic vesting on change-of-control without termination is shareholder-unfriendly; can incentivize deal timing misalignment—RED FLAG .
- Option Repricing Proposal: Board is seeking approval to reprice underwater options (including directors) to the closing price on Special Meeting date; non-employee directors as a group have 1,356,000 eligible options (WAE $7.93). Repricing underwater options for directors is typically viewed negatively by investors—RED FLAG .
- Related-party risk (board-level): INMB paid AmplifyBio $384,000 for R&D; AmplifyBio’s CEO (Ganjei) is an INMB director. While reviewed under related-party procedures, this elevates conflict scrutiny; Audit Committee oversight is critical .
- Policies mitigating risk: Anti-hedging/pledging policy and Clawback policy (executive-focused) are positives for alignment and accountability .
- Ownership alignment: Allen’s holdings are entirely in options with less than 1% ownership; absence of direct share ownership may dilute “skin-in-the-game” perception compared to peers with meaningful stock holdings—neutral to modest negative from alignment lens .
RED FLAGS
- Option Repricing for directors proposed at Special Meeting; governance-sensitive and often opposed by institutions .
- Single-trigger change-of-control acceleration for awards (automatic vesting without termination) .
- Board-level related party transactions (AmplifyBio) requiring sustained audit oversight .
Notes on Missing Data
- Director-specific meeting fees, chair fee amounts, equity award share counts, vesting schedules, and director ownership guidelines are not disclosed in the proxy; no say-on-pay vote outcomes included in the materials reviewed .