Simon Benito
INOVIO PHARMACEUTICALSAbout Simon X. Benito
Independent Chairman of the Board at Inovio Pharmaceuticals, Inc. (INO); age 80; director since 2003. Prior to retirement, he spent 25 years at Merck & Co. in senior roles (SVP, Merck Vaccine Division; EVP, Merck-Medco Managed Care; Executive Director & VP, Merck Human Health, Japan) and is a Fellow of the Institute of Chartered Accountants in England and Wales (retired 1999). Core credentials: accounting/financial expertise, healthcare senior leadership, and public company board experience; designated Audit Committee Financial Expert under SEC rules. He currently holds no other public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Senior Vice President, Merck Vaccine Division | 25 years at Merck; retired 1999 | Senior leadership in vaccines and healthcare operations |
| Merck-Medco Managed Care | Executive Vice President | 25 years at Merck; retired 1999 | Managed care leadership |
| Merck Human Health, Japan | Executive Director & Vice President | 25 years at Merck; retired 1999 | International operations leadership |
| Institute of Chartered Accountants in England and Wales | Fellow (retired) | Fellow for 30+ years until 1999 | Formal accounting/financial training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DURECT Corporation (public) | Director | 2005–2022 | Public company governance experience |
| Other current public boards | — | — | None (INO proxy “Other Public Company Boards: 0”) |
Board Governance
- Roles and independence: Independent Chairman of the Board; independent under Nasdaq standards; Board has an independent Chair and 100% independent Audit, Compensation, and Nominating & Corporate Governance (NCG) committees.
- Committee assignments (2024): Audit (Member; Audit Committee Financial Expert), Compensation (Member), Nominating & Corporate Governance (Chair).
- Attendance: Board met 7x in 2024; Audit 4x; Compensation 5x; NCG 4x; all directors other than Dr. Dansey attended at least 75% of aggregate Board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Board/committee processes: Annual self-evaluations; authority to engage outside advisors; active shareholder engagement program.
- Independence review: Board annually reviews independence; all current directors except Drs. Shea and Weiner deemed independent; Dr. Miller provided limited consulting ($39,300 in 2024) without impairing independence (context for overall independence rigor).
- External board load policy: Directors may not join other boards without prior consent; limit of ≤5 public boards.
- Stock ownership guidelines: Non-employee directors must hold ≥3x annual base cash retainer; definition of “ownership” includes direct, certain options (if in-the-money), and 50% of unvested RSUs; five-year compliance window.
- Hedging/pledging: Hedging prohibited; pledging and margin purchases prohibited without prior written Compensation Committee consent.
- Related-party transactions: None >$120,000 since Jan 1, 2023; Audit Committee reviews/approves any such transactions under charter.
Committee Assignments and Roles
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | Audit Committee Financial Expert (SEC definition) |
| Compensation | Member | Committee independent; uses independent consultant Aon; no conflicts reported |
| Nominating & Corporate Governance | Chair | Oversees governance guidelines, board refresh, evaluations |
Meetings and Attendance (2024)
| Body | Meetings Held | Attendance Note |
|---|---|---|
| Board of Directors | 7 | All directors other than Dr. Dansey ≥75% aggregate attendance; all attended 2024 annual meeting |
| Audit Committee | 4 | |
| Compensation Committee | 5 | |
| Nominating & Corporate Governance | 4 |
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (Benito) | $110,625 | 2024 non-employee director cash compensation |
| Board Chair annual retainer | $80,000 | Director retainer schedule |
| Audit Committee member fee | $10,000 | Director retainer schedule |
| Compensation Committee member fee | $7,500 | Director retainer schedule |
| Nominating & Corporate Governance Committee chair fee | $15,000 | Director retainer schedule |
Compensation mix (2024 for Benito): Cash $110,625 (~69%); Equity fair value $49,841 (~31%).
Performance Compensation
| Equity Element (2024) | Shares/Units | Fair Value ($) | Key Terms |
|---|---|---|---|
| RSUs granted (annual) | 2,167 | 23,815 | Granted in 2024 per program; grant-date fair value per ASC 718 |
| Stock options granted (annual) | 2,917 | 26,026 | Exercise price $10.99; 2024 grant per policy |
| Holdings at 12/31/2024 | Options: 16,105; Unvested RSUs: 2,167 | — | Year-end outstanding awards |
Additional policy detail:
- Annual equity grants for non-employee directors equal to options for up to 5,833 shares each annual meeting; allocation currently ~1.33 options per 1 RSU; initial appointment grants equal to options for 11,666 shares with same allocation ratio.
Other Directorships & Interlocks
| Company | Current Public Board? | Role | Notes |
|---|---|---|---|
| — | No | — | INO proxy lists 0 current other public boards for Benito |
| DURECT Corporation | No (former) | Director (former) | Served 2005–2022 |
Expertise & Qualifications
- Board skills matrix indicates Benito has strengths in: Accounting/Financial Reporting; Business Operations; Corporate Governance; Drug Commercialization; Human Resources; Pharmaceutical Industry Knowledge; Public Company Board/Board Governance; and Risk Management.
- Audit Committee Financial Expert (SEC Section 407).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Simon X. Benito | 27,671 | <1% | Based on 36,673,464 shares outstanding at 3/24/2025; per SEC rules, includes options/RSUs exercisable/issuable within 60 days |
Policy alignment and restrictions:
- Director stock ownership guideline: ≥3x annual cash retainer; five-year compliance window; “ownership” includes specified in-the-money options and 50% of unvested RSUs; milestone/market-based RSUs excluded.
- Hedging prohibited; pledging/margin purchases prohibited without prior written Compensation Committee consent.
Governance Assessment
- Board effectiveness signal: Benito is independent Chair, chairs NCG, serves on Audit and Compensation, and is designated an Audit Committee Financial Expert—this concentrates governance oversight and financial literacy in a single director while maintaining committee independence. Attendance thresholds were met (≥75%) in 2024 across directors other than one, and all directors attended the 2024 annual meeting, supporting engagement.
- Conflicts/related party exposure: No related-party transactions requiring disclosure since Jan 1, 2023; Audit Committee charter requires review/approval of any such transactions; hedging is prohibited and pledging restricted—mitigating alignment risks.
- Ownership alignment: Benito holds equity and is subject to director ownership guidelines (3x retainer), with measured definition of “ownership” and compliance window; beneficial ownership is <1% given INO’s share count, typical for small-cap biotech boards with annual RSU/option grants.
- Compensation mix: 2024 director pay for Benito was majority cash with meaningful equity component via annual RSUs/options and at-market option strike ($10.99), aligning incentives while avoiding repricing.
RED FLAGS observed: None disclosed specific to Benito. Consideration for investors: Long tenure (director since 2003) may raise external perceptions about refresh/independence despite the Board’s affirmative independence determination and robust committee structure; Board uses annual evaluations and skills matrix to address refresh and alignment.