Ann Miller
INOVIO PHARMACEUTICALSAbout Ann C. Miller, M.D.
Ann C. Miller is 67 and has served on INOVIO’s Board since 2019. She holds an M.D. and a B.A. in chemistry (summa cum laude) from Duke University, and brings extensive commercial leadership in biopharma across oncology and specialty care from prior roles at Sanofi, Eisai, Amgen, and Merck. She is classified as an independent director under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi S.A. | Vice President of Marketing; Vice President of Global Marketing, Oncology Division | 2012–2018 | Led global oncology marketing; senior commercial leadership |
| Eisai Co., Ltd. | Senior Vice President; led Primary Care & Specialty, then Pharmaceutical Services | 2009–2011 | Ran large U.S. business units |
| Amgen, Inc. | Global and U.S. marketing management roles | ~5 years | Oncology/commercial leadership experience |
| Merck & Co., Inc. | Positions of increasing responsibility | ~16 years | Deep commercial and clinical perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allena Pharmaceuticals (public) | Director | Oct 2020–Jan 2023 | Former public company board |
| Puma Biotechnology, Inc. (public) | Director | Nov 2019–Dec 2021 | Former public company board |
| Current public boards | — | — | None listed currently (0) |
Board Governance
- Independence: Marked independent under Nasdaq standards.
- Committee assignments (as of March 24, 2025): Not listed as a member of Audit, Compensation, or Nomination & Corporate Governance committees; current committee memberships are Audit (Zoth chair; Benito; Shepard), Compensation (Yarno chair; Benito; Zoth), Nom/Gov (Benito chair; Dansey; Shepard; Yarno).
- Attendance: In 2024, Board met 7 times; Audit 4; Nom/Gov 4; Compensation 5. All directors other than Dr. Dansey attended at least 75% of board and applicable committee meetings, implying Dr. Miller met the ≥75% threshold. All directors attended the 2024 Annual Meeting.
- Governance highlights: Independent chairman; 100% independent key committees; stock ownership guidelines for directors; prohibition on hedging/monetization transactions.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $67,500 | Non-employee director cash retainer/fees |
| All Other Compensation | $39,300 | Payments for consulting services |
Board-approved standard cash retainers for non-employee directors (for reference): Board Chair $80,000, Board Member $45,000; Audit Chair $20,000/Member $10,000; Compensation Chair $15,000/Member $7,500; Nom/Gov Chair $15,000/Member $7,500; Finance Chair $10,000/Member $5,000; Commercial Chair $15,000/Member $7,500; Clinical Development Advisory Chair $15,000/Member $7,500.
Performance Compensation
| Equity Award (2024) | Quantity | Grant/Exercise Detail | Grant-Date Fair Value (USD) | Vesting/Terms |
|---|---|---|---|---|
| RSUs | 2,167 | Annual non-employee director grant | $23,815 | Under director program; time-based RSUs per policy |
| Stock Options | 2,917 | Exercise price $10.99 per share | $26,026 | Under director program; option grants per policy |
Notes:
- The Compensation Committee set allocation around 1.33 stock options to 1 RSU for director awards; initial grants equivalent to options for 11,666 shares; annual grants equivalent to options for 5,833 shares, allocated between options and RSUs per the ratio.
- Non-employee director compensation limit: Aggregate cash and equity for any individual director capped at $750,000 per calendar year ($1,000,000 if first appointed/elected that year), measured at grant-date fair value for equity.
Other Directorships & Interlocks
| Company | Relationship Type | Status |
|---|---|---|
| Allena Pharmaceuticals | Prior public company directorship | Former, ended Jan 2023 |
| Puma Biotechnology, Inc. | Prior public company directorship | Former, ended Dec 2021 |
| Current public company boards | — | None listed (0) |
Expertise & Qualifications
- Deep commercial leadership in oncology and specialty pharma with executive roles at Sanofi (global oncology marketing), Eisai, Amgen, and Merck; clinical training as an M.D.
- Board’s stated rationale: qualifies due to years of commercial biopharma experience and clinical background.
- Education: M.D. (Duke University School of Medicine); B.A. in chemistry, summa cum laude (Duke University).
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 24,108 | As of March 24, 2025 |
| Percent of outstanding | <1% | Based on 36,673,464 shares outstanding |
| Options held | 14,231 | As of Dec 31, 2024 |
| Unvested RSUs | 2,167 | As of Dec 31, 2024 |
| Stock ownership guideline | 3× annual cash retainer | Applies to non-employee directors |
| Compliance timing | By later of 5th year of service or 5 years from becoming subject | Applies to directors and officers; Compensation Committee oversees compliance |
Governance Assessment
- Independence and attendance: Independent status and ≥75% attendance in 2024 support baseline governance quality and engagement.
- Committee engagement: Not currently serving on standing committees (Audit, Compensation, Nom/Gov), which limits direct oversight roles; this may modestly reduce her influence on core governance processes.
- Compensation alignment: Mix includes modest cash retainers and annual RSU/option grants consistent with peer-median alignment; the director compensation limit caps total annual value.
- RED FLAG – consulting payments: Received $39,300 for consulting services while serving as a director; although disclosed, paid consulting arrangements with sitting directors can introduce perceived conflict risks and warrant close oversight by independent committees.
- Ownership alignment: Holds 24,108 shares (<1%) plus equity awards; subject to 3× retainer stock ownership guideline, with structured timeline to comply.
- Policies: Prohibition on hedging/monetization and strong independence across critical committees are positives for investor confidence.