Lota Zoth
INOVIO PHARMACEUTICALSAbout Lota S. Zoth
Lota S. Zoth (age 65) has served as an independent director of Inovio Pharmaceuticals since 2019. A Certified Public Accountant and former CFO of MedImmune, she is recognized as an audit committee financial expert, bringing deep finance, governance, and biopharma commercialization experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedImmune Inc. | Corporate Controller; Chief Financial Officer | Controller 2002–2004; CFO 2004–2007 | Senior finance leadership through AstraZeneca acquisition |
| PSINet Inc.; Sodexho Marriott Services; Marriott International; PepsiCo | Various financial executive roles | Not disclosed | Broad corporate finance/operations experience |
| Ernst & Young LLP | Auditor | Not disclosed | CPA foundation; external audit experience |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| 89bio, Inc. | Director | Current | Public biopharma board service |
| enGene Holdings, Inc. | Director | Current | Public biopharma board service |
| Lumos Pharma, Inc. | Director | Within last 5 years | Public biopharma; prior service |
| Zymeworks, Inc. | Director | Within last 5 years | Public biopharma; prior service |
| Spark Therapeutics, Inc. | Director | Within last 5 years | Public gene therapy; prior service |
| Orexigen Therapeutics, Inc. | Director | Within last 5 years | Company entered Chapter 11 in 2019 (red flag context) |
Board Governance
- Independence: Board determined Ms. Zoth is independent under Nasdaq standards .
- Committee roles: Audit Committee Chair and financial expert; Compensation Committee member .
- Attendance: All directors except Dr. Dansey attended ≥75% of Board/committee meetings in 2024; Board met 7x, Audit 4x, Compensation 5x, Nominating 4x (Zoth met threshold) .
- Board leadership: Independent Chairman; regular executive sessions of non-executive directors .
- Limits on external boards: Directors may not serve on more than five public company boards; prior consent required for new board seats .
Fixed Compensation
| Component | Chair ($) | Member ($) | Zoth’s 2024 Role |
|---|---|---|---|
| Board annual retainer | 80,000 | 45,000 | Member → $45,000 |
| Audit Committee | 20,000 | 10,000 | Chair → $20,000 |
| Compensation Committee | 15,000 | 7,500 | Member → $7,500 |
| Nomination & Corp Gov | 15,000 | 7,500 | Not a member |
| Total cash fees (2024 actual) | — | — | $77,500 |
Performance Compensation
Directors receive annual equity (options and RSUs); no performance metrics (no PSUs) disclosed for non-employee directors.
| Year | Equity Type | Shares/Units | Exercise Price | Grant Value ($) | Vesting Notes |
|---|---|---|---|---|---|
| 2024 | Options | 2,917 | $10.99 | $26,026 | Policy grant; standard director vesting (not detailed) |
| 2024 | RSUs | 2,167 | — | $23,815 | Policy grant; RSUs outstanding at year-end |
| 2023 | Options | 2,916 | $9.24 | $21,171 | Policy grant |
| 2023 | RSUs | 2,166 | — | $20,014 | Policy grant |
Notes: Grant date fair values per FASB ASC 718; 2024 director grants were made “during the year ended December 31, 2024”; specific dates not disclosed .
Director Compensation (Year-over-Year)
| Metric | 2023 ($) | 2024 ($) |
|---|---|---|
| Fees Earned or Paid in Cash | 77,500 | 77,500 |
| Stock Awards (RSUs) | 20,014 | 23,815 |
| Option Awards | 21,171 | 26,026 |
| All Other Compensation | — | — |
| Total | 118,685 | 127,341 |
Implication: Mix is balanced toward equity; modest YoY increase in fair values aligns with May 2023 policy raising director equity to peer median .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 22,957 |
| Options exercisable included | 14,231 |
| RSUs vesting within 60 days (as of 3/24/2025) | 2,167 |
| Ownership as % of outstanding | Less than 1% (company notation) |
| Shares outstanding reference (3/24/2025) | 36,673,464 |
Stock ownership guidelines:
- Non-employee directors: 3x annual cash retainer; includes 50% of unvested RSUs; excludes milestone/market PSUs .
- Time to comply: By the later of 5 years of service or 5 years after becoming subject to guidelines .
Pledging/hedging:
- Prohibited without prior consent; company policy forbids hedging and pledging for directors .
Other Directorships & Interlocks
| Company | Overlap/Conflict Potential | Notable Events |
|---|---|---|
| 89bio; enGene | Both biopharma; no related-party transactions disclosed with Inovio | None disclosed |
| Orexigen Therapeutics | Historical reputational context | Chapter 11 in 2019 (company) |
Related-party transactions: None >$120,000 involving directors/officers since Jan 1, 2023; all such transactions require Audit Committee review .
Expertise & Qualifications
- Skills: Accounting/Financial Reporting; Business Operations; Corporate Governance; Drug Commercialization; HR; Investor Relations; Pharma Industry Knowledge; Public Board Governance; Risk Management .
- Credentials: CPA; senior finance leadership; extensive public board experience .
Governance Assessment
- Strengths: Independent audit chair with financial expert designation; high attendance; robust governance policies (stock ownership guidelines; clawbacks; hedging/pledging prohibitions) .
- Alignment: Balanced cash/equity director pay; equity grants consistent with peer-median policy; ownership guidelines drive skin-in-the-game .
- RED FLAGS: Prior board at a company with bankruptcy (Orexigen) may be a reputational consideration, though not a related-party issue; no pledging/hedging reported; no related-party transactions involving Zoth .
- Committee transitions: Compensation Committee membership changed YoY (Ann C. Miller to Simon X. Benito), maintaining independence and adding finance expertise alongside Zoth .
Overall investor confidence signal: Zoth’s audit leadership, independence, and finance background support board effectiveness; compensation and ownership structures suggest alignment, with no present conflicts disclosed .