Scott Juda

About Scott Juda

Independent director of INmune Bio (INMB) since March 2018; age 54; capital markets professional and attorney. He co-founded Fossick Capital (technology-focused hedge fund) and previously held senior roles in investment banking and sales-trading, and practiced corporate and securities law. Law degree (J.D.) from Pepperdine University; B.A. from the University of Southern California .

Past Roles

External Roles

Board Governance

• Independence: Designated as an independent director .
• Committee assignments and chair roles:
  • Audit Committee: Chair; members Timothy Schroeder, Scott Juda (Chair), Marcia Allen .
  • Compensation Committee: Member; committee consists of Juda, Schroeder (Chair), Kelly Ganjei .
  • Nominating & Corporate Governance: Member; committee consists of Marcia Allen (Chair), Kelly Ganjei, Scott Juda .
• Attendance and engagement:
  • 2024 meetings: Board met 4 times; each then-director attended ≥75% of Board/committee meetings .
  • Audit Committee met 4 times in 2024; Compensation Committee met 2 times; Nominating & Corporate Governance Committee held no meetings .
• Shareholder support: Re-elected July 19, 2024 with 9,950,069 votes “For,” 514,653 “Withheld,” 4,069,201 broker non-votes .

Fixed Compensation

Performance Compensation

• No director RSUs/PSUs or performance conditions disclosed for Juda’s grants; equity is option-based. The 2021 Stock Incentive Plan allows performance-conditioned awards and specifies eligible performance metrics (e.g., revenue, EBITDA, TSR, clinical milestones), but Juda’s director awards are reported as options without disclosed performance metrics in the proxies .

Other Directorships & Interlocks

• Compensation Committee interlocks: None. The company discloses no compensation committee interlocks or insider participation conflicts; Juda is an independent member .

Expertise & Qualifications

• Capital markets and investment banking leadership (SMH Capital MD/COO; CEO of broker-dealer division) .
• Corporate/securities law background; J.D. Pepperdine; California Bar member .
• Hedge fund co-founder; public markets and governance insight .

Equity Ownership

• Anti-hedging/pledging: Officers and directors are prohibited from hedging; pledging requires pre-clearance under the Insider Trading Policy .
• No pledges, margin loans, or 10b5-1 details disclosed for Juda in the proxies .

Related-Party and Potential Conflicts

• April 2024 Registered Direct Offering: Juda participated as a director, investing $246,297 at $8.445 per share+Warrant (higher than other third-party investors at $8.32). Warrant exercise price $9.152; term as disclosed. Participation alongside management; indicates alignment but is a related-party transaction reviewed under company procedures .
• Broader company related-party activities (not tied to Juda personally) include payments to AmplifyBio (CEO is an INMB director) and UCL (CSO affiliation); such transactions are subject to Audit Committee/Board review .

Compensation Structure Analysis

• Mix and trend: In 2024, Juda’s compensation comprised ~$45k cash retainer and $248.6k in option value (≈15% cash / 85% equity by grant-date value), similar to 2023 ($40k cash; $261.7k options). Year-over-year cash increased $5k; option grant value decreased ~$13k .
• Equity plan features: 2025 proposal expanded share reserve and permits acceleration on change-of-control; the plan prohibits repricing without shareholder approval, but the company separately sought shareholder approval in late 2025 to reprice underwater options, including those held by non-employee directors as a group (1,356,000 options, WAE $7.93) .
• RED FLAG: Option Repricing Proposal (Nov 18, 2025 special meeting) would reduce exercise prices of “Eligible Options” (2018–Jan 22, 2025 grants) to the meeting-date closing price; directors included in eligible group. While framed as retention/alignment, broad-based director participation in repricing can be viewed as shareholder-unfriendly without robust performance conditions .

Governance Assessment

• Positives

  • Independent director and Audit Committee Chair with capital markets and legal expertise; audit committee designated financially literate and compliant with independence standards .
  • Attendance and engagement: Board and audit committee met multiple times; directors met ≥75% attendance threshold in 2024 .
  • Ownership alignment: Material personal stake (1.6% as of 4/14/2025; includes options/warrants) and participation in capital raise at equal/higher pricing than third parties .
  • Anti-hedging policy and clawback policy (for executives) support alignment and accountability frameworks .

• Risks / Red Flags

  • Option Repricing Proposal includes non-employee directors; even with shareholder approval, repricing can signal weak pay-for-performance discipline for directors if not paired with stringent vesting/performance conditions .
  • Company-level related-party transactions (e.g., AmplifyBio services) require continued rigorous oversight to avoid perceived conflicts, though approval procedures are in place .

Overall, Juda brings relevant financial and legal oversight as Audit Chair with solid engagement and meaningful equity exposure; investors should monitor outcomes of the option repricing and ensure director equity remains performance- and retention-appropriate rather than value-transfer in a low-price environment .

Appendices

Director Compensation Detail

Committee Assignments (2024/2025 proxy disclosures)

• Audit: Chair – Scott Juda; Members – Juda, Timothy Schroeder, Marcia Allen .
• Compensation: Members – Juda, Schroeder (Chair), J. Kelly Ganjei .
• Nominating & Corporate Governance: Members – Marcia Allen (Chair), J. Kelly Ganjei, Scott Juda .

Shareholder Voting (2024 Annual Meeting)

Beneficial Ownership Breakdown

Policy Highlights

• Insider Trading Policy: Prohibits hedging; pledging requires pre-clearance .
• Clawback Policy: Applies to executive officers for erroneously awarded incentive compensation after restatement (3-year lookback) .
• Equity Plan: 2025 amendment increased share reserve to 6,500,000 and permits vesting acceleration on change-of-control; plan text prohibits repricing without shareholder approval .