Michael Sumner
INOVIO PHARMACEUTICALSAbout Michael Sumner
Michael Sumner, M.D., is Inovio’s Chief Medical Officer (CMO) since June 2022; age 59; medical degree from the University of London; Member of the Royal College of Physicians; MBA from Henley Management College (UK). He brings 25+ years of late-stage clinical and commercial leadership, credited with advancing regulatory designations and pivotal collaborations for INO-3107 and INO-3112 in 2024 . Company performance context during his tenure: the value of an initial $100 investment (TSR proxy) fell from $31.26 (2022) to $10.22 (2023) to $3.06 (2024), while net losses improved from $(280)M (2022) to $(135)M (2023) to $(107)M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orexo AB | Chief Medical Officer | 2013–2022 | Led global late-stage approvals and supported successful commercial products across multiple therapeutic areas |
| Novartis Pharmaceuticals | European- and US-based leadership roles | Not disclosed | Senior roles spanning development/commercial leadership |
| Aventis Behring | Leadership roles | Not disclosed | Clinical/medical leadership roles |
| Novo Nordisk | Leadership roles | Not disclosed | Clinical/medical leadership roles |
| Shire Pharmaceuticals | Leadership roles | Not disclosed | Clinical/medical leadership roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board or external directorships disclosed for Dr. Sumner |
Fixed Compensation
| Item | 2024 | 2025 (as of Mar 1) | Notes |
|---|---|---|---|
| Base Salary ($) | $535,600 | $546,312 | Employment agreement sets annual salary, eligible for annual review |
| Target Bonus (%) | 40% of base | 40% of base | Determined by Compensation Committee |
| Corporate Performance Score (Annual Incentive) | 78% | — | Company-wide weighted score for 2024 |
| Non-Equity Incentive Payout ($) | $167,107 | — | 78% payout on target |
| Discretionary Bonus Top-up ($) | $47,133 | — | Committee exercised discretion to increase to 100% of target |
| Total 2024 Cash Incentive ($) | $214,240 (components above) | — | Target bonus dollar equals 40% of salary ($214,240) |
| 401(k) Match ($) | $15,250 | — | Company 50% match up to 12% contribution |
Performance Compensation
Annual Cash Incentive (2024)
| Metric Category | Weighting (%) | Target | Actual Achievement (%) | Payout Contribution Notes |
|---|---|---|---|---|
| INO-3107 (RRP) development & commercialization | 60 | 100% | 43 | Completed RRP-002 durability data; pre-BLA meeting; ILAP designation; EMA CAT certification; commercial readiness |
| INO-3112 (HPV+ OPSCC) path | 14 | 100% | 14 | Clinical supply/collab with Coherus; alignment with FDA on Phase 3 |
| Immunotherapy pipeline (chronic viral, pre-cancers, cancers) | 4 | 100% | 2 | Next step for INO-5401; new discovery candidate |
| Preventative vaccines/infectious diseases | 4 | 100% | 2 | INO-4201 booster data; Phase 1 DMAbs follow-up |
| Other corporate objectives (financing, comms, HR) | 18 | 100% | 17 | >$60M offerings; org/infrastructure build |
| Total | 100 | 100% | 78 | Corporate score used to compute payout |
- Committee discretion: Sumner’s payout increased to 100% of target due to leadership impact (ILAP for INO-3107; Coherus Phase 3 collaboration), adding $47,133 .
Equity Awards (2024)
| Award Type | Grant Date | Shares/Units (#) | Grant Date FV ($) | Exercise Price ($) | Vesting Schedule | Performance Conditions | Expiration |
|---|---|---|---|---|---|---|---|
| Stock Options | Feb 28, 2024 | 24,458 | $136,320 | $8.46 | 25% immediate; 25% on each anniversary for 3 years | — | 2/28/2034 |
| Time-based RSUs | Feb 28, 2024 | 19,321 | $139,596 | — | 1/3 on 2/26/2025; 1/3 on 2/26/2026; 1/3 on 2/26/2027 | — | — |
| PSU – Milestone-based RSUs (~70%) | May 23, 2024 | 6,230 | $68,281 | — | By milestone deadlines | INO-3107 development/regulatory/commercialization milestones with deadlines from end-2025 to end-2027 | — |
| PSU – Market-based RSUs (~30%) | May 23, 2024 | 2,670 | $28,542 | — | Over 6/1/2024–12/31/2027 | Relative TSR vs Russell 2000 Biotech; payout 50% at 25th percentile, 100% at 50th, 150% at ≥75th; capped at target if TSR negative | — |
| Supplemental Performance Stock Option | Dec 18, 2024 | 5,708 | Target FV $0; max $8,334 if highest achievement | $1.78 | Vests in full on 3/31/2026 upon goal achievement | Submission of INO-3107 BLA and first patient enrolled in confirmatory trial by 9/30/2025 | 12/18/2034 |
| Supplemental Milestone-based RSUs | Dec 18, 2024 | 4,292 | — | — | Vests in full on 3/31/2026 upon goal achievement | Same BLA submission + confirmatory enrollment by 9/30/2025 | — |
| Legacy RSUs (appointment grant) | Jun 30, 2022 | 2,916 | — | — | Vests in full on 6/30/2025 | — | — |
PSU accounting: As of 12/31/2024, Milestone-based RSUs were not deemed probable; no expense recognized; Market-based RSUs valued via Monte Carlo ($10.69 per share) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 63,472 shares; less than 1% of outstanding |
| Components within 60 days of 3/24/2025 | 47,858 options exercisable; 2,385 RSUs vesting |
| Outstanding equity awards (at 12/31/2024) | Multiple options at $20.76, $14.88, $8.46, $1.78; time RSUs and PSUs per table above |
| Ownership guidelines | Executives must hold 1x base salary; compliance progress deemed appropriate as of 3/24/2025 |
| Hedging/pledging | Insider Trading Policy prohibits hedging; pledging and margin transactions prohibited without Compensation Committee consent; no pledging disclosed for Sumner |
| Shares pledged | None disclosed |
Employment Terms
| Term | Summary |
|---|---|
| Employment agreement | CMO; eligible for incentive bonus; base $546,312 as of 3/1/2025; target bonus 40% of base |
| Severance Plan participation | Yes (Severance Plan adopted Mar 2024) |
| Severance (no CIC) | Salary continuation: 12 months; Company-paid COBRA during Severance Period (or until new employment with similar benefits) |
| Change-in-control (double trigger, within 1 year post-CIC) | Salary continuation: 18 months; Bonus: 1.5x target; Time-based equity: 100% acceleration; Company-paid COBRA: 18 months (or until similar benefits) |
| Disability | Salary continuation: 12 months; COBRA: 12 months; Time-based equity continues vesting; performance awards remain outstanding to performance period end |
| Death | Time-based equity acceleration per participation agreement; performance awards remain outstanding to performance period end |
| Clawback | Dodd-Frank-compliant recoupment policy for restatements; recovery of excess incentive comp and related trading profits |
| Non-compete/Restrictive covenants | Severance conditioned on release and continued compliance with proprietary information/any restrictive covenant agreements; no specific non-compete term disclosed for Sumner |
Performance & Track Record
- 2024 achievements credited to Sumner: led UK ILAP designation for INO-3107; secured Coherus collaboration for INO-3112 Phase 3; Committee recognized scope/complexity and leadership impact with discretionary top-up to 100% bonus target .
- Company pay-for-performance: 2024 say-on-pay approval 74% (vs 64% in 2023; 70% in 2022), with added PSU program and enhanced disclosure; peer-aligned design and majority at-risk pay .
- TSR and net loss trend during his tenure: $100 TSR proxy value declined from $31.26 (2022) to $3.06 (2024); net loss improved from $(280)M (2022) to $(107)M (2024) .
Compensation Committee Analysis (context)
- Peer group: 20 biotech peers (phase 3/NDA focus, $150M–$1.5B market cap; 100–800 employees); long-term equity grant values generally targeted near median .
- Independent consultant: Aon; no conflicts; recommendations informed but committee made independent decisions .
- Ownership guidelines and anti-hedging: reinforce alignment; executives progressing toward targets .
Equity Award Vesting & Potential Selling Pressure
| Date | Event | Shares/Units | Type | Notes |
|---|---|---|---|---|
| Jun 30, 2025 | Vest | 2,916 | RSUs | Legacy appointment RSUs fully vest |
| May 15, 2025 & 2026 | Vest | 4,770 (split) | RSUs | Two equal installments |
| Feb 26, 2026 & 2027 | Vest | 12, (remaining of 15,029) | RSUs | 1/3 vested on 2/26/2025; remaining in 2026–2027 |
| Sep 30, 2025 (deadline) | Performance deadline | — | PSU/Perf Options | BLA submission + first patient enrolled to earn Dec 2024 awards |
| Mar 31, 2026 | Performance vest | 4,292 RSUs; 5,708 options | PSU & Perf Option | Full vest contingent on meeting the BLA/enrollment goals by 9/30/2025 |
| 2025–2027 | PSU milestones | 6,230 | RSUs | Vest upon INO-3107 milestones by end-2025 to end-2027 |
| Through 12/31/2027 | PSU market | 2,670 | RSUs | Vest based on Relative TSR percentile vs Russell 2000 Biotech; 50–150% payout, capped at target if absolute TSR negative |
Implication: Concentrated vesting dates in 2025–2026 (particularly 6/30/2025 and 3/31/2026) could create event-driven liquidity considerations; PSU structure ties significant value to regulatory and TSR outcomes, moderating near-term monetization risk .
Investment Implications
- Pay-for-performance alignment: Sumner’s 2024 compensation mix includes PSUs (milestones and market-based TSR) and a discretionary bonus increase tied to specific 2024 execution, aligning incentives to regulatory progress and shareholder returns .
- Retention risk: Robust double-trigger CIC protection (18 months salary; 1.5x target bonus; 100% time-based acceleration) plus 2024 supplemental performance grants targeted to INO-3107 BLA reduces near-term departure risk; severance without CIC provides 12 months salary/benefits .
- Trading signal watchpoints: Monitor Form 4s around 6/30/2025 and 3/31/2026 vest dates; PSU achievement by 9/30/2025 would unlock additional equity, potentially increasing sellable float for the executive; hedging/pledging restrictions mitigate leverage-induced supply risk .
- Governance: No gross-ups, Dodd-Frank-compliant clawback, and improved say-on-pay support (74% in 2024) suggest constructive shareholder posture, though TSR underperformance and ongoing losses frame execution pressure for pipeline commercialization (INO-3107) .