Mark Lowdell
About Mark Lowdell
Mark Lowdell, Ph.D., is Chief Scientific Officer of INmune Bio (since October 2015) and previously served on the board from the Company’s formation in September 2015 until July 2018. He is 62, holds a Ph.D. in clinical immunology from London Hospital Medical College (1992), and is a qualified immunopathologist; he is Professor of Cell and Tissue Therapy at UCL and formerly Director of Cellular Therapy at Royal Free London NHS (retired in 2022 to focus on INmune) . Company performance context: INmune’s TSR (value of $100 investment) was $178.45 in 2023 and $73.66 in 2024, while net losses were $30M and $42M, respectively . Reported revenues were $155,000 in FY 2023 and $14,000 in FY 2024, consistent with clinical-stage status .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| INmune Bio | Director | Sep 2015–Jul 2018 | Foundational governance during formation and early development |
| INmune Bio | Chief Scientific Officer | Oct 2015–Present | Scientific leadership for translational programs and clinical pipeline |
| Royal Free London NHS Foundation Trust | Director of Cellular Therapy | Feb 2009–2022 | Led cGMP cell manufacturing and translational immunotherapy; retired to focus on INmune |
| University College London (UCL) | Professor of Cell and Tissue Therapy | 1994–Present | Long-standing academic leadership in immunotherapy and cell manufacturing |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| International Society for Cell & Gene Therapy (ISCT) | Vice President; Board Member | Past | Professional society leadership; sector network and influence |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Consulting Fees ($) | $152,009 | $150,327 | $246,692 |
- Engagement type: Consulting agreement (CSO). Original consulting agreement dated January 1, 2018; updated agreement dated May 1, 2024 .
- No base salary or target/actual bonus disclosed for Lowdell (compensation construct is consulting fees plus equity awards) .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Option and Stock Awards ($, grant-date fair value) | $752,590 | — | $1,545,720 |
- Award type: Stock options; fair values computed under ASC 718 using Black-Scholes .
- Pay-versus-Performance context: Lowdell is a Non-PEO NEO included in the SEC Item 402(v) disclosure; average NEO “compensation actually paid” was $1,363,701 in 2023 and $1,231,194 in 2024, vs average SCT totals of $869,728 and $2,257,208, respectively (committee did not use PVP to set pay) .
Outstanding Equity Awards and Vesting/Terms (as of 12/31/2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 1/01/2018 | 400,000 | — | 7.80 | 12/31/2027 |
| 11/25/2019 | 180,000 | — | 3.91 | 11/25/2029 |
| 3/21/2022 | 60,667 | 43,333 | 7.92 | 3/20/2032 |
| 5/14/2024 | — | 100,000 | 9.92 | 5/13/2034 |
| 12/05/2024 | — | 140,000 | 5.05 | 12/04/2034 |
- Repricing: On November 18, 2025, stockholders approved a one-time repricing of “Eligible Options” (granted 2018–Jan 22, 2025) to $1.50 per share (closing price on the Repricing Date); vesting and expiration terms unchanged . Lowdell had 924,000 Eligible Options with a weighted average exercise price of $6.87 pre-repricing . Rationale cited: retention, alignment, and addressing underwater options at a clinical-stage company .
Performance Metrics Tied to Compensation
- No explicit performance-conditioned equity (e.g., PSUs) or defined bonus performance metrics disclosed for Lowdell; options appear service-vested per plan terms .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Common shares held | 1,510,806 | Direct ownership |
| Warrants | 14,423 | Included in beneficial ownership if exercisable within 60 days |
| Options exercisable within 60 days | 721,500 | Counted in beneficial ownership per SEC rules |
| Total beneficial ownership | 2,246,729 | As of Sept 30, 2025 |
| % of shares outstanding | 8.2% (out of 26,585,258 shares) | SEC beneficial ownership methodology |
- Vested vs unvested snapshot (12/31/2024): Exercisable 640,667 vs unexercisable 283,333 based on outstanding awards table; beneficial ownership later reflects increased exercisability to 721,500 within 60 days as of 9/30/2025 .
- Pledging/hedging: No pledging disclosed; standard corporate policies referenced generally (not specific to Lowdell) .
Employment Terms
- Role and engagement: Chief Scientific Officer under consulting agreements (2018 and superseding May 1, 2024); paid $246,692 in consulting fees in 2024 and $150,327 in 2023 .
- Severance/change-of-control: No Lowdell-specific severance or change-of-control economic terms disclosed in proxies; option plans govern equity terms (repricing retains original vesting/expirations) .
- Clawbacks/tax gross-ups: Not disclosed for Lowdell .
Performance & Track Record
- Scientific leadership: Academic and cGMP cell manufacturing expertise; long-standing immunotherapy work at UCL and Royal Free London NHS; past ISCT leadership roles .
- Company performance framing: TSR $178.45 (2023) vs $73.66 (2024); net losses $30M (2023) and $42M (2024); clinical-stage revenue of $155,000 (FY23) and $14,000 (FY24) .
Compensation Structure Analysis
- Increased equity emphasis: 2024 option grant fair value for Lowdell rose to $1.546M vs no equity grant in 2023 and $0.753M in 2022, indicating heavier equity-based incentives .
- Option repricing (red flag/retention tool): Repricing to $1.50 for 924,000 options enhances potential realizable value despite unchanged vesting; Board cited retention and alignment as rationale amid wholly underwater options at Sep 30, 2025 .
- Guaranteed pay: Lowdell receives consulting fees rather than salary/bonus; no guaranteed bonuses disclosed .
Risk Indicators & Red Flags
- Option repricing across executives/directors (alignment vs pay-for-performance debate); “underwater” options fully repriced without changing vesting/term .
- Limited disclosure of severance/COC terms for Lowdell; reliance on equity plans may obscure individual protections or accelerations .
- Clinical-stage financials: minimal revenues, ongoing net losses—execution risk remains high .
Equity Ownership & Alignment Details
| Detail | Value |
|---|---|
| Ownership guidelines/compliance | Not disclosed |
| Shares pledged as collateral | Not disclosed for Lowdell |
| Options in-the-money value | Not disclosed; repriced exercise price $1.50 sets threshold |
Investment Implications
- Strong “skin-in-the-game” with 8.2% beneficial ownership and large option holdings; alignment is reinforced by repricing but dilutive optics and pay-for-performance concerns persist .
- Lowdell’s compensation is highly equity-centric with consulting fees and no disclosed cash bonus/salary, focusing incentives on long-term value creation via pipeline execution; absence of defined performance metrics (PSUs/TSR targets) reduces explicit pay-performance linkage .
- Repricing to $1.50 preserves retention and could create future selling pressure as awards become in-the-money, though vesting schedules and expirations remain unchanged (mitigates immediate pressure) .
- Execution risk remains elevated given clinical-stage losses and minimal revenues; Lowdell’s deep academic/manufacturing background supports scientific rigor, but financial outcomes hinge on trial progress and commercialization milestones .