Wendy Yarno

About Wendy L. Yarno

Wendy L. Yarno, age 70, has served as an independent director of Inovio Pharmaceuticals since 2017. She retired from Merck & Co. in 2008 after a 26-year career culminating as Chief Marketing Officer, and previously held commercial roles at Johnson & Johnson. She holds a B.S. in Business Administration from Portland State University and an M.B.A. from Temple University .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee (Chair), Nomination & Corporate Governance Committee (Member); Audit Committee (none). Independence affirmed; other public company boards count: 3 .
• Board/committee attendance: In 2024, Board met 7x; Compensation 5x; Nomination & Governance 4x; Audit 4x. Other than Dr. Dansey, all directors attended at least 75% of aggregate meetings; all directors attended the 2024 Annual Meeting .
• Compensation Committee practices: Engages Aon as independent compensation consultant annually since 2016; no conflicts identified for FY2024 .
• Stock ownership guidelines: Non-employee directors must hold 3x annual base cash retainer (excluding committee fees). Compliance deadline: by the later of the fifth year of service or five years after becoming subject to guidelines. As of March 24, 2025, Section 16 officers were deemed to be making appropriate progress (director-specific compliance not stated) .
• Hedging/pledging policy: Hedging/monetization transactions are prohibited; pledging or margin purchases are prohibited without prior written consent of the Compensation Committee .
• Board service limit: Directors may not serve on more than five public company boards concurrently; additional board invitations require prior consent of INO’s Board .

Fixed Compensation

• Non-Employee Director Cash Program (approved by the Board):

• 2024 Non-Employee Director Compensation (Yarno):

Performance Compensation

• Annual equity program and 2024 grants:
  • Each non-employee director received options to purchase 2,917 shares at $10.99 per share in 2024, and 2,167 RSUs, per policy .
  • Allocation ratio set by Compensation Committee: ~1.33 stock options to 1 RSU .
  • Minimum vesting rule under Amended Plan: awards vest no earlier than 12 months post-grant, excluding director awards that vest on the earlier of first anniversary or the next annual meeting .
  • Non-Employee Director award cap: $750,000 total annual value ($1,000,000 for first-year directors), measured by grant-date fair value .

No performance metrics (e.g., TSR, EBITDA, revenue growth) are disclosed for director equity; grants are time-based and formulaic per the non-employee director compensation program .

Other Directorships & Interlocks

Expertise & Qualifications

• Pharmaceutical commercial leadership (Merck CMO) and extensive marketing/HR experience; additional commercial roles at J&J .
• Current multi-board experience across biotech companies, offering network and governance exposure .
• Business education (BS Portland State; MBA Temple), supporting compensation and commercialization oversight .
• Independence affirmed by the Board; Audit and Compensation committees are fully independent .

Equity Ownership

Ownership guidelines: Non-employee directors must hold 3x annual base cash retainer (excluding committee fees); compliance expected by fifth year per policy timeline .

Governance Assessment

• Strengths

  • Compensation Committee Chair with independent consultant (Aon) engaged annually; no conflicts reported for FY2024 .
  • Independence and committee roles aligned with governance best practices; fully independent key committees .
  • Attendance met ≥75% threshold; full attendance at the 2024 Annual Meeting .
  • Defined director ownership guidelines and prohibition on hedging; pledging/margin transactions restricted absent prior approval .
  • Non-employee director pay cap ($750k) mitigates pay inflation risk .

• Risks and Red Flags

  • Multiple concurrent biotech boards may pose time/attention risk, though within INO’s limit of ≤5 boards and subject to Board consent for new appointments .
  • No related-party transactions involving directors >$120,000 since Jan 1, 2023; Dr. Miller’s consulting was deemed not to impair independence—no such consulting disclosed for Yarno .
  • Say-on-pay vote support levels are a governance signal; results showed 7,853,003 “For,” 1,058,436 “Against,” 152,285 “Abstain” in 2025, and the Omnibus Plan amendment passed (7,764,469 “For,” 1,165,985 “Against,” 133,270 “Abstain”) .

Shareholder Votes (2025 Annual Meeting)

Director election, say-on-pay, and plan amendment approvals indicate majority support; provide context for Compensation Committee leadership and equity oversight .

Other Notes on Director Compensation Structure

• Initial grant upon appointment: equity equivalent to options exercisable for 11,666 shares; annual grant equivalent to options to purchase 5,833 shares; allocated between options and RSUs at a ~1.33:1 ratio .
• 2024 director option grants carried a $10.99 strike; RSU grants were 2,167 units per director .
• Minimum vesting requirements implemented in the Amended Plan, with director awards subject to earlier of one year or next annual meeting vest timing .

Summary

• Overall, Yarno’s profile (Merck/J&J commercial leadership, multi-board experience) and current governance roles (Compensation Chair; Nominating Member; independence) support board effectiveness and alignment. Compensation mix (cash + time-based equity within a capped structure) and ownership policies further align interests, while strict hedging/pledging restrictions and no related-party transactions reduce conflict risk .