David Weiner
INOVIO PHARMACEUTICALSAbout David B. Weiner
David B. Weiner, Ph.D. (age 69) has served on Inovio’s Board since 2016. He is Executive Vice President and Director of the Vaccine Center at The Wistar Institute and the W.W. Smith Charitable Trust Professor of Cancer Research; previously he was Professor of Pathology & Laboratory Medicine at the University of Pennsylvania and Chair of the Gene Therapy and Vaccine Program. He holds a Ph.D. and M.S. in Biology from the University of Cincinnati and a B.S. in Biology from SUNY Stony Brook, with 500+ peer-reviewed publications and 100+ U.S. patents cited in the proxy biography .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Pennsylvania (Perelman School of Medicine) | Professor of Pathology & Laboratory Medicine; Chair, Gene Therapy and Vaccine Program | Prior to 2016 (dates not specified) | Led gene therapy and vaccine program; prolific publications/patents |
| The Wistar Institute | EVP; Director, Vaccine Center; W.W. Smith Professor of Cancer Research | Since 2016 | Leadership in immunology, DNA vaccines; multiple honors and fellowships |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Wistar Institute | EVP; Director, Vaccine Center; W.W. Smith Professor | Current | NCI-designated cancer center; leadership in immunology and infectious disease |
| Other public company boards | — | None | 0 other public company boards listed for Weiner |
Board Governance
| Attribute | Detail |
|---|---|
| Board tenure | Director since 2016 |
| Independence status | Not independent under Nasdaq standards due to compensation as former Chair of Scientific Advisory Board exceeding $120,000 in 2022 |
| Committee assignments | None (not listed on Audit, Compensation, or Nominating & Corporate Governance) |
| Committee chair roles | None |
| Attendance (2024) | Met ≥75% threshold (all directors except Dr. Dansey met 75%+). Board met 7 times in 2024; all directors attended the 2024 Annual Meeting |
| Board leadership | Independent Chairman of the Board: Simon X. Benito; executive sessions of non-executive directors held regularly |
| Board skills (matrix) | Business Operations; Government/Regulatory; Human Resources for Weiner |
| Other public boards | 0 |
Fixed Compensation
Non-Employee Director Fee Schedule (for context)
| Role | Chairperson ($) | Member ($) |
|---|---|---|
| Board of Directors | 80,000 | 45,000 |
| Audit Committee | 20,000 | 10,000 |
| Compensation Committee | 15,000 | 7,500 |
| Nominating & Corporate Governance | 15,000 | 7,500 |
| Finance Committee | 10,000 | 5,000 |
| Commercial Committee | 15,000 | 7,500 |
| Clinical Development Advisory Committee | 15,000 | 7,500 |
2024 Director Compensation – David B. Weiner
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 52,500 |
| Stock awards (RSUs grant-date fair value) | 23,815 |
| Option awards (grant-date fair value) | 26,026 |
| All other compensation (consulting services) | 72,000 |
| Total | 174,341 |
Notes:
- Standard 2024 grants to each non-employee director: options to purchase 2,917 shares at $10.99 and 2,167 RSUs, consistent with policy .
- At 12/31/24, Weiner held options to purchase 61,396 shares and 5,083 unvested RSUs (footnote 7) .
Performance Compensation
Director Equity Structure (2024)
| Equity Element | Grant Detail | Vesting/Performance |
|---|---|---|
| Stock Options | 2,917 options at $10.99 per share (standard annual grant) | Time-based per director program; no performance metrics specified |
| RSUs | 2,167 RSUs (standard annual grant) | Time-based; no performance metrics specified |
There are no performance metrics (e.g., TSR, revenue) tied to director equity awards; those structures apply to executives, not directors -.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships (0) |
Expertise & Qualifications
- Recognized leader in immunology, gene vaccines and therapy; 500+ peer-reviewed publications; 100+ U.S. patents; fellow of AAAS and International Society for Vaccines; multiple awards (e.g., NIH Director’s Transformative Research Award; Vaccine Industry Excellence Award; Hilleman Lectureship) .
- Board skills matrix: Business Operations; Government/Regulatory; Human Resources .
Equity Ownership
Beneficial Ownership and Award Breakdown
| Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 139,683 (includes derivatives as defined by SEC rules) |
| Ownership % of outstanding | <1% |
| Options exercisable (within 60 days of 3/24/25) | 53,063 |
| RSUs vesting within 60 days of 3/24/25 | 2,167 |
| Unvested RSUs held at 12/31/24 | 5,083 |
Stock Ownership Guidelines (Directors)
- Guideline: 3x annual base cash retainer (excluding committee fees); compliance deadline is by the later of year-5 of service or 5 years after becoming subject to guidelines .
Policies affecting alignment and risk:
- Prohibitions on hedging and pledging of company stock (with limited prior written consent); restrictions on speculative transactions under Insider Trading Policy .
Governance Assessment
Strengths
- Deep domain expertise in immunology and vaccine science aligned with INO’s DNA medicine strategy; recognized scientific leadership and extensive IP/publication record support board oversight of R&D risk and strategy .
- Met board/committee attendance expectations in 2024; attended annual meeting; board maintains independent chair and regular executive sessions, enhancing oversight .
- No other public company directorships, reducing overboarding risk and potential interlocks .
Watchouts and potential conflicts
- Independence: The Board deems Dr. Weiner not independent due to compensation as former Scientific Advisory Board Chair exceeding $120,000 in 2022; additionally, he received $72,000 in consulting fees in 2024. This dual director/consultant status may raise perceived conflict-of-interest and governance optics concerns even if below related-party disclosure thresholds in 2024 .
- Not assigned to any standing committees (Audit, Compensation, Nominating & Corporate Governance), limiting direct committee-level oversight influence despite subject-matter expertise .
Shareholder responsiveness and context
- Say-on-Pay support improved to 74% in 2024 (from 64% in 2023 and 70% in 2022); board enhanced disclosure and performance linkage in response to investor feedback, though this pertains to executives rather than director pay -.
RED FLAGS
- Independence impairment due to prior and ongoing company-paid services (SAB chair compensation >$120k in 2022; $72k 2024 consulting) could undermine investor confidence in objective oversight; continued monitoring and clear guardrails on scope/approval of any consulting are advisable .
- Absence from oversight committees reduces direct accountability channels for key governance areas (audit, compensation, nominations) .