Iain Dukes
IOVANCE BIOTHERAPEUTICSAbout Iain Dukes
Iain Dukes, D.Phil., age 66, is Chairman of the Board at Iovance Biotherapeutics (IOVA) and has served as a director since 2016. He is a Venture Partner at OrbiMed Advisors LLC and CEO of Eilean Therapeutics LLC; prior roles include Senior Vice President and Head of Business Development & Licensing at Merck (2013–2016), Vice President of External R&D at Amgen (2010–2013), CEO of Essentialis Therapeutics (2007–2010), and senior licensing and R&D leadership at GlaxoSmithKline/Glaxo Wellcome (1990–2007). Education: Doctor of Philosophy (D.Phil.) and M.J. (Oxford), M.S. in Cardiovascular Studies (Leeds), B.S. in Pharmacology (Bath) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck Research Laboratories | SVP & Head of Business Development & Licensing | Aug 2013 – May 2016 | Led BD/licensing strategy |
| Amgen | VP, External Research & Development | Aug 2010 – Aug 2013 | External R&D leadership |
| Essentialis Therapeutics | President & CEO; Director | 2007 – 2010 | Built rare metabolic disease pipeline |
| GlaxoSmithKline | VP, Scientific & Technology Licensing | 2000 – 2007 | Licensing leadership |
| Glaxo Wellcome | Head Exploratory Dev. (Metabolic/Urogenital); Head Ion Channel Drug Discovery | 1990 – 1999 | Early-stage discovery leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| OrbiMed Advisors LLC | Venture Partner | Private | Life sciences investor |
| Eilean Therapeutics LLC | Chief Executive Officer | Private | Company leadership |
| Ikena Oncology | Director | Public | Current board seat |
| Traws Pharma | Director | Public | Current board seat |
| NeRRe Therapeutics | Director | Private | Board service |
| Rathlin Therapeutics | Director | Private | Board service |
| ENYO Pharma | Director | Private | Board service |
| Feldan Therapeutics | Director | Private | Board service |
| Angiex Therapeutics | Director | Private | Board service |
Board Governance
- Roles and independence: Non-executive Chairman; Board has seven members and six are independent under Nasdaq rules (only the interim CEO/GC is not independent), implying Dr. Dukes is independent .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not listed on Audit or Compensation committees .
- Meetings and attendance: Board met six times in 2024; Nominating met once; Audit met four times; Compensation met twice. Other than Dr. Countouriotis, no director attended fewer than 75% of aggregate Board and committee meetings; executive sessions were held at each regular meeting. All directors attended the June 11, 2024 Annual Meeting .
- Governance practices: Majority vote for director elections (non-contested); non-executive chair; majority independent board; regular executive sessions; no poison pill; no classified board; no supermajority voting .
- Investor engagement: Shareholder communications addressed to the Board are forwarded unopened to Chairman Dr. Dukes or presented to the Board at its next meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board membership annual cash retainer | $50,000 | Payable quarterly in arrears |
| Chairman of the Board extra cash retainer | $25,000 | Payable quarterly in arrears |
| Nominating & Corporate Governance Committee Chair cash retainer | $15,000 | Payable quarterly in arrears |
| 2024 Cash Fees Earned (actual) | $90,000 | Sum of membership + chair + committee chair |
Performance Compensation
| Award/Metric | Detail |
|---|---|
| Annual director equity | DRSUs with grant-date value up to $425,000; vests on earlier of one year from grant or day prior to next annual meeting; receipt of shares automatically deferred until 90 days after ceasing Board service (except change in control/other events) |
| 2024 DRSU awards (grant-date fair value) | $2,528,992 (total for Dr. Dukes) |
| Special 2024 DRSU award (BLA recognition) | 50,000 DRSUs granted to all directors, plus an additional 50,000 DRSUs to the Chairman; net to Dr. Dukes: 100,000 DRSUs special award; these do not count toward annual Plan limits |
| Equity mix policy | 100% of 2024 director equity paid in DRSUs; no more than 60% of annual director equity value may be in stock options; until the 2027 meeting, cash and equity will not exceed the 75th percentile of peer group |
| Consultant independence & pay risk | Compensation Committee requires independent advisors; risk assessment concluded no compensation risks likely to have a material adverse effect (Haigh assisted) |
| Clawback | 2018 Equity Incentive Plan includes clawback to comply with Nasdaq/Exchange Act Rule 10D-1 and SOX/Dodd-Frank; formal policy adopted Nov 17, 2023 |
Director Compensation (2024 actual)
| Metric | 2024 |
|---|---|
| Cash fees | $90,000 |
| DRSU awards (grant-date fair value) | $2,528,992 |
| Total | $2,618,992 |
Other Directorships & Interlocks
- Public boards: Ikena Oncology; Traws Pharma .
- Significant shareholders/Board dynamics: Quogue Capital LLC holds 30,000,000 shares (8.9%); Wayne P. Rothbaum (director) is shown with 30,000,000 shares (8.9%); Audit, Compensation, and Nominating committees structured with independent members; Scientific Committee members (Rothbaum, Weiser) received $20,000/month while active, separate from standard board service .
- No specific related-party transactions tied to Dr. Dukes are disclosed in the proxy; Audit Committee oversees related person transactions .
Expertise & Qualifications
- BD/licensing, external R&D leadership, biotech CEO experience; deep pharma network and transaction capability .
- Advanced scientific education (D.Phil.); governance leadership as non-executive Chair and Nominating Chair .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 624,000; <1% of class |
| Deferred RSU awards outstanding (units) | 404,927 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy (no short-selling; no derivatives; no margin or pledging; no hedging/monetization) |
| Ownership guidelines | Not disclosed for directors in the proxy |
Governance Assessment
- Strengths: Non-executive independent Chair; Chair of Nominating & Corporate Governance; strong attendance culture (all directors at 2024 annual meeting; only one director <75% attendance across Board/committees); robust anti-hedging/pledging policy; clawback in equity plan; majority vote for director elections; compensation guardrails tied to peer percentile; independent committee composition .
- Incentive alignment: Substantial equity via DRSUs with deferred settlement promotes long-term alignment; special DRSU awards tied to extraordinary milestone (Amtagvi BLA approval), including extra 50,000 for Chair, recognize value creation but sit outside regular plan caps by policy design .
- Potential watch items: Extensive external board/service commitments (two public boards plus multiple private boards) may raise overboarding/time-allocation considerations, though the Board explicitly states Dr. Dukes can devote necessary time; one-time special equity awards materially increased 2024 grant value relative to standard policy, which investors should monitor for recurrence risk .
- Conflicts/related party: No related-party transactions disclosed involving Dr. Dukes; Audit Committee retains authority to review such matters .