Jay Shepard
INOVIO PHARMACEUTICALSAbout Jay P. Shepard
Independent director of Inovio Pharmaceuticals since 2020; age 66; B.S. in Business Administration from the University of Arizona. Background spans CEO and commercial leadership roles at multiple biopharma companies and venture roles; currently Venture Partner at Catalys Pacific and co-founder/board member of Pathalys Pharma and Aculys Pharma . He is designated independent under Nasdaq standards and serves on the Audit Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aravive, Inc. (formerly Versartis) | President & CEO | 2015–2020 | Led clinical-stage oncology company; retirement in 2020 |
| Versartis, Inc. | Executive Chairman | 2013–2015 | Oversight of strategy and financing |
| Sofinnova Ventures | Executive Partner | 2008–2015 | Healthcare-focused VC; portfolio guidance |
| NextWave Pharmaceuticals | President & CEO; Board member | 2010–2012 | Company acquired by Pfizer; executed exit |
| Ilypsa, Inc. | Interim President & CEO | 2005–2008 | Company acquired by Amgen; transaction execution |
| Relypsa (Ilypsa spin-out) | Interim President & CEO | 2005–2008 | Company acquired by Galencia; transaction execution |
| Telik, Inc. | VP, Commercial Operations | Prior | Commercial leadership |
| Alza (J&J) | Oncology Business Unit Head | Prior | BU leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Esperion Therapeutics, Inc. | Director | Public | Current board service |
| Ironwood Pharmaceuticals, Inc. | Director | Public | Current board service |
| Pathalys Pharma, Inc. | Co-founder; Board member | Private | Catalys Pacific portfolio company |
| Aculys Pharma, Inc. | Co-founder; Board member | Private | Catalys Pacific portfolio company |
| Christopher & Dana Reeve Foundation | Chairman of the Board | Non-profit | Governance leadership |
Board Governance
- Independence: Board determined independent (Nasdaq); committees fully independent .
- Committee assignments: Audit Committee (member); Nominating & Corporate Governance Committee (member). Not designated the financial expert (AFE) — AFEs are Zoth and Benito .
- Attendance and engagement: Directors (other than Dr. Dansey) attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting .
- Meeting cadence (2024): Board 7; Audit 4; Nominating & Corporate Governance 4; Compensation 5 .
- Executive sessions: Regular non-executive director sessions each regular Board meeting .
Fixed Compensation (Director; 2024)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Meeting/Committee Fees Detail (Program Schedule) | Board member retainer $45,000; Audit member $10,000; Nominating & Corporate Governance member $7,500; other committee fees listed (Finance $5,000; Commercial $7,500; Clinical Dev Advisory $7,500) — company-wide schedule |
| All Other Compensation | — (none) |
Note: Cash mix above reflects disclosed total fees; program schedule shows standard retainers and committee fees company-wide; individual committee composition beyond Audit and N&CG for Mr. Shepard not disclosed .
Performance Compensation (Director Equity; 2024)
| Grant Type | Grant Details | Accounting Value |
|---|---|---|
| RSUs | 2,167 RSUs granted in 2024 under director policy; typical annual grant; 2,167 RSUs scheduled to vest within 60 days of March 24, 2025 | $23,815 grant-date fair value |
| Stock Options | 2,917 options @ $10.99 exercise price (2024 director grant) | $26,026 grant-date fair value |
Program structure: Upon election/appointment, non-employee directors receive equity equivalent to options for 11,666 shares; annual grants equivalent to options for 5,833 shares; allocation between options and RSUs at ~1.33 options : 1 RSU ratio, per Compensation Committee policy .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Notes |
|---|---|---|
| Esperion Therapeutics (Director) | Cardiometabolic | No INOVIO disclosed related-party transactions >$120k since Jan 1, 2023; board independence affirmed |
| Ironwood Pharmaceuticals (Director) | Gastrointestinal | Same as above; no disclosed related-party transactions |
| Catalys Pacific (Venture Partner) | Venture capital | No INOVIO disclosed related-party transactions; monitor for future licensing/deals |
Expertise & Qualifications
- Board skills matrix: Accounting/Financial Reporting; Business Operations; Corporate Governance; Drug Commercialization; Human Resources; Investor Relations; Pharmaceutical Industry Knowledge; Public company board governance — all marked for Shepard .
- Transactions/M&A: Led or involved in exits (NextWave→Pfizer; Ilypsa→Amgen; Relypsa→Galencia) indicating deal execution experience .
- Not designated as Audit Committee Financial Expert (AFE) — complements AFEs Zoth and Benito on Audit .
Equity Ownership (as of March 24, 2025)
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 22,399; less than 1% of outstanding |
| Components (within 60 days): Options exercisable | 13,190 shares |
| Components (within 60 days): RSUs to vest | 2,167 shares |
| Pledging/Hedging | Insider Trading Policy prohibits pledging/hedging without prior Compensation Committee consent; no pledging disclosed for Mr. Shepard in beneficial ownership section |
Director Ownership Alignment & Policies
- Stock ownership guidelines: Non-employee directors required to hold 3x annual base cash retainer (excluding committee retainers); compliance window up to 5 years in role; ownership counts include 50% of unvested time-based RSUs, exclude milestone/market PSUs .
- Company states Section 16 officers are progressing toward guidelines; no director-specific compliance status disclosed .
Governance Assessment
-
Strengths
- Independent director with deep commercialization and transaction experience; active on Audit and Nominating & Corporate Governance, supporting oversight of financial reporting and board refreshment .
- Attendance: met ≥75% threshold in 2024, indicating engagement; all directors attended the 2024 annual meeting .
- No related-party or consulting payments disclosed for Shepard; “All Other Compensation” = $0 and company reports no related-party transactions >$120k since Jan 1, 2023 .
- Director equity retainer aligns with shareholder interests; annual grants in RSUs and options; program benchmarked to peer median in 2023 .
-
Watch items
- Not designated an Audit Committee Financial Expert (balanced by AFEs Zoth and Benito) .
- Company-wide say-on-pay support improved to 74% in 2024 but remains below typical >90% large-cap norms; continue monitoring investor sentiment even though this pertains to executives rather than directors .
- Insider policy restricts pledging/hedging; confirm no exceptions granted over time; none disclosed in proxy .
-
Compensation snapshot (2024; non-employee director):
- Cash fees: $80,000; Equity: RSUs $23,815; Options $26,026; Total $129,841 — balanced cash/equity mix aligned with peers per company policy updates .
Overall signal: Governance profile for Jay Shepard is supportive of investor confidence — independent, active on key committees, strong commercialization and transaction background, clean related-party profile, and aligned equity compensation structure .