Michael Weiser

About Michael Weiser

Michael Weiser, M.D., Ph.D., is an independent director of Iovance (IOVA) who joined the Board in March 2018. He is the founder and principal of Actin Biomed LLC (since 2006), an investment firm focused on novel treatments for unmet medical needs; previously, he was Director of Research at Paramount BioCapital, Inc. He holds a B.A. in Psychology (University of Vermont), an M.D. (NYU School of Medicine), and a Ph.D. in Molecular Neurobiology (Cornell University Medical College). Age 62 as of the record date; the Board has determined he is independent, including for Audit and Compensation Committee service .

Past Roles

External Roles

Board Governance

• Committee assignments (current): Compensation Committee Chair; Audit Committee Member; Nominating & Corporate Governance Committee Member .
• Independence: Board determined six of seven directors are independent; Dr. Weiser is independent and eligible for Audit Committee service under Nasdaq rules .
• Attendance: In 2024, the Board held 6 meetings; Audit (4), Nominating (1), Compensation (2). Other than one director (not Dr. Weiser), no director attended fewer than 75% of Board and committee meetings for which they served, indicating Dr. Weiser met ≥75% attendance. Executive sessions were held at each regular Board and standing committee meeting .
• Audit Committee Report signatories include Dr. Weiser (member) .

Fixed Compensation

• Policy (non-employee directors): Annual Board retainer $50,000; Committee Chair $15,000; Committee Member $7,500; Chairman of the Board extra $25,000. Annual equity compensation targeted at up to $425,000 grant-date fair value (Deferred RSUs). Cash paid quarterly in arrears .
• Scientific Committee fee: $20,000 per month while active in 2024 .
• 2024 actual for Dr. Weiser: Fees earned or paid in cash $320,000; Deferred RSU awards grant-date value $2,103,992; Total $2,423,992 .

Notes:

• The $320,000 cash total aligns with policy-driven retainers plus Scientific Committee fees ($20,000/month = $240,000) alongside standard Board/committee retainers (board and chair/member roles) .

Performance Compensation

• Instrument and features: All 2024 non-employee director equity paid as Deferred Restricted Stock Units (DRSUs). Annual grant-value up to $425,000; DRSUs vest on the earlier of one year from grant or the day prior to the next annual meeting; settlement is automatically deferred until 90 days after the director ceases Board service (except change-in-control or certain events). For 2024, equity was 100% DRSUs (no options) .
• Special BLA approval awards (Feb 26, 2024): 50,000 DRSUs to each director (pro-rata for new director); plus 50,000 additional DRSUs to Scientific Committee members (Dr. Weiser and Mr. Rothbaum); plus 50,000 additional DRSUs to the Chairman. Thus, Dr. Weiser received an additional 100,000 DRSUs as special awards in 2024, excluded from the annual $425,000 cap per plan/policy .

No performance metrics (TSR, revenue, EBITDA) apply to director equity; 2024 grants were time-based DRSUs per policy .

Other Directorships & Interlocks

• Compensation Committee interlocks and insider participation: None in 2024 (no cross-comp committee overlaps with IOVA executives/other entities) .

Expertise & Qualifications

• Medical and scientific credentials (M.D., Ph.D. in Molecular Neurobiology) and biotech investing/operator experience (Actin Biomed; Paramount BioCapital) .
• Prior board leadership and M&A exposure (Chairman at Chelsea; company sold to Lundbeck in 2014) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep biotech/science and investment experience; chairs Compensation and serves on Audit and Nominating—aligns expertise with oversight responsibilities .
  • Board process discipline: regular executive sessions for Board and each committee; robust independence determinations; active Audit Committee oversight with external auditor independence review .
  • Shareholder alignment signals: Say-on-Pay support every year since 2017; director equity paid fully in stock-linked DRSUs with settlement deferred post-service; hedging/pledging prohibited .
  • Related-party safeguards: Audit Committee reviews/approves related-person transactions; none reported since Jan 1, 2024 above $120,000 threshold (other than standard executive/director compensation) .

• Watch items / potential red flags

  • Elevated 2024 director compensation due to exceptional circumstances: Dr. Weiser received $320,000 cash (driven largely by $20,000/month Scientific Committee fees) and $2,103,992 in DRSUs including special one-time awards tied to the FDA approval of Amtagvi. While allowed under plan/policy and framed as a one-time recognition of extraordinary achievement, this is materially above the standard annual structure—monitor for recurrence or normalization beyond 2024 .
  • Concentration of roles: Simultaneous service as Compensation Chair and member of Audit and Nominating can enhance influence—balanced by Board’s independence determinations and committee structures; continue monitoring workload and potential overextension risks (attendance was ≥75%) .

• Overall view

  • Governance profile is solid: independent status, substantial sector expertise, multi-committee engagement, disciplined meeting cadence and executive sessions support board effectiveness. The special compensation events in 2024 appear tied to a milestone (BLA approval) and within policy guardrails that cap regular director equity at ≤75th percentile of peers through 2027—maintain vigilance on compensation normalization and continued independence .