Frederick Vogt
IOVANCE BIOTHERAPEUTICSAbout Frederick G. Vogt
Frederick G. Vogt, Ph.D., J.D., is Interim Chief Executive Officer and President and General Counsel of Iovance; age 51; he joined Iovance in 2016, became General Counsel in 2017, and Interim CEO effective June 10, 2021; he became a director in 2024. He holds a B.S. in Chemistry (Ursinus), a Ph.D. in Chemistry (Penn State), and a J.D. (Temple) and previously held scientific, legal, and management roles at GlaxoSmithKline (13 years) and Morgan, Lewis & Bockius; achievements include leading the construction of the iCTC, the Proleukin acquisition, and the approval and launch of Amtagvi . Iovance discloses “Pay vs Performance” with TSR and net losses (no use of specific financial measures in pay design); TSR has been volatile during his tenure (see table), reflecting the development/commercial transition profile .
| Performance Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($100 initial investment) | 167.61 | 68.95 | 23.08 | 29.36 | 26.72 |
| NASDAQ Biotech Index TSR ($100) | 126.42 | 126.45 | 113.65 | 118.87 | 118.20 |
| Net Loss ($M) | (259.6) | (342.3) | (395.9) | (444.0) | (372.2) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Iovance Biotherapeutics | Interim CEO & President (since Jun 10, 2021); General Counsel (since Jul 1, 2017); joined Sep 2016 | 2016–present | Led iCTC build, Proleukin acquisition, and Amtagvi approval/launch |
| Morgan, Lewis & Bockius LLP | Attorney (IP/business law for life sciences) | Not disclosed | Patent strategy, transactional and litigation counsel for life sciences clients |
| GlaxoSmithKline | Scientific, management, and legal roles (oncology/cardiovascular) | 13 years | Contributed to approvals of Hycamtin, Votrient, Tafinlar, and Mekinist |
External Roles
- Not disclosed in the proxy beyond Iovance service and prior employers .
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 Updates |
|---|---|---|---|---|
| Base Salary ($) | 650,000 | 692,000 | 730,060 | 800,000 base (effective Jan 1, 2025; 9.58% increase) |
| Target Bonus % | — | — | 65% | Unchanged from 2024 (i.e., 65%) |
| Actual Cash Bonus ($) | 546,000 | 629,720 | 237,270 | — |
| All Other Comp ($) | 14,200 | 15,200 | 16,800 | — |
Notes: 2025 target bonus percentages were maintained “no changes” vs 2024; for Dr. Vogt this implies 65% as in 2024 .
Performance Compensation
Iovance emphasizes commercial, clinical, and regulatory goals rather than specific financial measures; in 2024 the Compensation Committee set payout for VP+ (including Section 16 officers) at 50% of corporate goals; NEOs, including Dr. Vogt, were eligible for individual adjustments (Dr. Vogt’s individual adjustment was 0%) .
| Metric Category | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 Corporate Goals (VP+ cohort) | Not disclosed | 100% | 50% (company assessment) | 50% of target for Dr. Vogt; $237,270 on $474,539 target | Cash bonus for 2024 performance |
| Individual Performance Adjustment | N/A | 0–? | 0% for Dr. Vogt | No change to company result | N/A |
| Annual RSU Award (3/1/2024) | N/A | 500,000 units at $16.79 FV | Grant | N/A | 1/3 on 1st anniversary; remainder vests quarterly over next 2 years |
| Special BLA RSU Award (3/1/2024) | N/A | 93,750 units at $16.79 FV | Grant | N/A | 50% at 6-month anniversary; 50% at 1st anniversary |
| RSU Award (3/5/2025) | N/A | 187,500 units at $4.05 FV | Grant | N/A | Will vest per award terms (disclosed values to appear in 2026 proxy) |
Equity Ownership & Alignment
| Ownership Detail | Amount/Status |
|---|---|
| Beneficial Ownership (Record Date: 333,934,387 common shares o/s) | 1,725,624 shares for Dr. Vogt; under 1% of class (“*”) |
| Components of Beneficial Ownership | 349,646 shares owned; 52,085 RSUs vesting within 60 days; 1,323,893 options exercisable within 60 days |
| Unexercisable Options (examples) | 208,344 unexercisable (3/2/2023 grant) |
| Outstanding Equity at 12/31/2024 (Stock Awards Not Vested) | RSUs: 546,875 (3/1/2024); 52,087 (3/2/2023); 20,835 (1/14/2022) |
| Option Grants (selected) | 3/2/2023: 291,656 exercisable/208,344 unexercisable @ $7.12, exp. 3/2/2033; earlier options fully vested (e.g., 2016–2021) |
| Pledging/Hedging | Prohibited (no margin, pledging, shorts, derivatives, hedging) |
| Stock Ownership Guidelines | None required for directors/executives; company believes current holdings are adequate |
| Option/RSU Exercise Activity 2024 | No NEO option exercises; RSUs vested: Vogt 203,125 shares ($2,316,371 realized) |
Equity Award Vesting Schedules (Detail)
| Award | Grant Date | Shares/Units | Vesting Schedule | Notes |
|---|---|---|---|---|
| Annual RSU | 3/1/2024 | 500,000 | 1/3 at 1st anniversary; remainder vests in equal quarterly installments over following 2 years | FV $16.79 per share |
| Special BLA RSU | 3/1/2024 | 93,750 | 50% at 6-month anniversary; 50% at 1st anniversary | FV $16.79 per share |
| RSU | 3/5/2025 | 187,500 | As per 2018 Plan/award agreements (values disclosed; detailed table to appear in 2026 proxy) | FV $4.05 per share |
| Options (selected) | 3/2/2023 | 500,000 (split between exercisable/unexercisable) | Time-based vesting; 10-year term; exp. 3/2/2033 | Exercise price $7.12 |
Potential selling pressure watch: 50% of Special BLA RSUs vested ~6 months after 3/1/2024 (i.e., late Aug 2024) and the remaining 50% at 3/1/2025; 1/3 of 500,000 annual RSUs vested 3/1/2025 and additional quarterly vesting continues for two years thereafter .
Employment Terms
| Term | Key Economics/Terms |
|---|---|
| Employment Agreement | Executive Employment Agreement dated Aug 7, 2016 (joined as VP of IP effective Sep 30, 2016) |
| At-Will | Employment is at-will |
| Severance (original terms) | If terminated without cause or resigns for good reason: base salary earned; prorated incentive; severance equal to 6 months base salary; unvested stock options become fully vested; 6 months to exercise options |
| Change in Control (original framework) | If terminated other than for cause within 6 months before or 12 months after a change in control: entitled to 6 months severance and option vesting as above |
| Interim CEO Adjustments (effective Jun 10, 2021) | Without-cause severance increased to 12 months salary plus prorated incentive; unvested stock options fully vest; 6 months to exercise; remains effective while serving as Interim CEO |
| 2024–2025 Clarifications | If terminated without cause while serving as Interim CEO and for 3 months thereafter: 12 months base salary and prorated target bonus; upon death/disability: prorated target bonus; award agreements provide acceleration of unvested equity upon death/disability and 12 months to exercise vested options |
| Clawback | Company adopted Dodd-Frank Rule 10D-1 compliant clawback policy on Nov 17, 2023 |
| Insider Trading Policy | Prohibits short-swing trades within 6 months of purchases, short sales, derivatives, margin/pledging, and hedging; policy filed as Ex. 19.1 to 2024 10-K (filed Feb 27, 2025) |
| Equity Plan Protections | Options/SARs strike ≥ 100% FMV; no repricing; 10-year max term (5 years for 10% ISOs); blackout extensions permitted where compliant |
Board Governance
- Board Service: Director since 2024; not independent (serves as Interim CEO & President and General Counsel); six of seven directors are independent; the Board has a non-executive Chair and holds regular executive sessions of independent directors .
- Committees: Audit Committee members are Ryan Maynard (Chair), Michael Weiser, M.D., Ph.D., and Wendy Yarno; Compensation Committee members are Michael Weiser, M.D., Ph.D. (Chair), Athena Countouriotis, M.D., and Wayne P. Rothbaum; a Scientific Committee (ad hoc) includes Dr. Vogt as a management participant (advisory) alongside two directors .
- Director Compensation: Dr. Vogt receives no director compensation because he is an employee .
- Dual-role implications: While he is executive management and a director, governance mitigants include a non-executive Chair and majority-independent board; he is not on the Audit or Compensation Committees .
Director Compensation (Vogt-specific)
| Component | Amount |
|---|---|
| Cash Retainer | $0 (employee-director) |
| Equity (Director) | $0 (employee-director) |
Multi-Year Summary Compensation (Executive)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 650,000 | 176,400 | 3,872,500 | — | 546,000 | 14,200 | 5,259,100 |
| 2023 | 692,000 | 89,960 | 890,000 | 2,477,800 | 629,720 | 15,200 | 4,794,680 |
| 2024 | 730,060 | — | 9,969,063 | — | 237,270 | 16,800 | 10,953,193 |
Outstanding Equity at Year-End 2024 (Vogt)
| Grant/Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Stock Awards Not Vested (#) | Market Value of Unvested Stock ($) |
|---|---|---|---|---|---|---|
| RSU (3/1/2024) | — | — | — | — | 546,875 | 4,046,875 |
| RSU (3/2/2023) | — | — | — | — | 52,087 | 385,444 |
| RSU (1/14/2022) | — | — | — | — | 20,835 | 154,179 |
| Option (3/2/2023) | 291,656 | 208,344 | 7.12 | 3/2/2033 | — | — |
| Option (6/14/2021) | 173,900 | — | 23.87 | 6/14/2031 | — | — |
| Option (1/4/2021) | 175,000 | — | 46.26 | 1/4/2031 | — | — |
| Option (1/3/2020) | 150,000 | — | 25.54 | 1/3/2030 | — | — |
| Option (3/4/2019) | 200,000 | — | 11.26 | 3/4/2029 | — | — |
| Option (12/29/2017) | 37,400 | — | 8.00 | 12/29/2027 | — | — |
| Option (3/16/2017) | 12,600 | — | 7.45 | 3/16/2027 | — | — |
| Option (11/14/2016) | 200,000 | — | 7.55 | 11/14/2026 | — | — |
Note: Market value uses $7.40 close on 12/31/2024 per proxy .
Additional Governance, Policies, and Shareholder Context
- Equity Plan Capacity (as of 12/31/2024): 2018 Plan outstanding 21,937,845 (WASP $17.62) with 8,917,507 remaining; 2021 Inducement Plan outstanding 2,665,467 with 1,867,121 remaining; total outstanding under plans 27,765,769; remaining available 10,784,628 .
- Insider Trading Timing/Grant Practices: Annual grants made at least two business days after 10-K filing; no grants during defined Restricted Period around material filings; grants priced at closing market price on grant date .
- Related-Party Transactions: None over $120k with directors/NEOs since Jan 1, 2024 (other than standard compensation) .
- Say-on-Pay: Approved at every annual meeting since 2017 (advisory) .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for directors/officers (reduces misalignment risk) .
- Ownership Guidelines: None required for directors or executives (potential alignment gap vs peers) .
- Equity Mix: Heavy RSU usage in 2024 (no options), after a 2023 option grant; shift toward RSUs lowers risk to the executive vs options and may reduce sensitivity to upside .
- Repricing: Prohibited under plan documents (mitigates shareholder dilution risk) .
- Vesting Overhang/Selling Pressure: Large RSU tranches vested in 2H24 and 1Q25; continued quarterly vesting through 2026 may create periodic selling windows, subject to policy/blackouts .
- Severance/CoC: Single-trigger option vesting on certain terminations; enhanced 12-month severance while serving as Interim CEO (plus 3-month tail) could be perceived as generous for an interim role; no tax gross-ups disclosed .
Compensation Committee and Peer Group
- Compensation Committee: Michael Weiser (Chair), Athena Countouriotis, Wayne Rothbaum; uses independent consultant (Haigh) in risk assessment context; no interlocks disclosed in 2024 .
- Peer group composition and target percentile not detailed in cited sections; not disclosed herein.
Equity Ownership of Management and Large Holders (Context)
| Holder | Shares | % of Class |
|---|---|---|
| Wayne P. Rothbaum/Quogue Capital LLC | 30,000,000 (plus 1,932,667 Series B Preferred as-converted) | 8.9% |
| The Vanguard Group | 22,812,820 | 6.8% |
| Perceptive (Master Fund) | 22,112,266 (incl. 97,000 Series A as-converted) | 6.6% |
| BlackRock, Inc. | 19,071,756 | 5.7% |
| Dr. Vogt (see above) | 1,725,624 | <1% |
Investment Implications
- Alignment and incentives: Dr. Vogt’s equity exposure is meaningful (exercisable options and multi-year RSU vesting), hedging/pledging are prohibited, and the plan forbids repricing, supporting alignment; absence of ownership guidelines is a governance gap vs many peers .
- Retention and turnover risk: While at-will, severance is robust (12 months as Interim CEO plus three-month tail) and large unvested RSUs/options create retention hooks; change-in-control protections exist but no gross-ups disclosed, reducing parachute optics risk .
- Near-term stock flow considerations: Significant RSU vesting in 1Q25 and quarterly thereafter could add episodic selling pressure given realized RSU income needs, constrained by trading windows and the insider policy .
- Pay-for-performance: 2024 cash bonus paid at 50% of target for VP+ against corporate goals, with no individual uplift for Dr. Vogt, showing some pay discipline amid negative net losses and subdued TSR; the 2024 equity grants (including a Special BLA award) materially increased reported compensation, consistent with milestone recognition .
- Dual-role governance: As Interim CEO, General Counsel, and director, Dr. Vogt is not independent; mitigants include non-executive Chair, majority-independent board, and his non-membership on key committees; investors should continue to monitor duration of the “interim” status and succession planning .