Ryan Maynard
IOVANCE BIOTHERAPEUTICSAbout Ryan Maynard
Independent director since February 2015; age 55 as of the record date. A veteran biopharma CFO with deep audit, accounting, and public-company finance experience, holding a B.S. in Commerce – Accounting from Santa Clara University. Designated the Audit Committee financial expert; service includes senior finance roles at multiple public and private life sciences companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cara Therapeutics, Inc. (public) | Chief Financial Officer | Served through April 2025 | Public-company CFO experience; strengthens audit/controls expertise . |
| LetsGetChecked | Chief Financial Officer | Oct 2019–early 2022 | Scaled private healthcare testing business . |
| Blade Therapeutics, Inc. (private) | Chief Financial Officer | Feb 2018–Jun 2019 | Built finance function in biotech . |
| Rigel Pharmaceuticals, Inc. (public) | EVP & CFO; earlier VP Finance, Acting CFO, Corporate Controller | Joined 2001; CFO 2007–Dec 2017 | Long-tenured public biopharma CFO; SOX, SEC reporting depth . |
| Personify, Inc. | Corporate Controller & Director of Finance | Nov 1999–Apr 2001 | E-commerce software finance leadership . |
| General Magic, Inc. | Controller | Jul 1998–Oct 1999 | Public tech finance . |
| Siliconix, Inc. | Various finance roles (Senior Finance Manager most recent) | Jul 1994–Jun 1998 | Semiconductor finance grounding . |
| Ernst & Young LLP | Auditor | Prior to 1994 | Foundational audit training . |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Cara Therapeutics, Inc. (public) | Chief Financial Officer | Through April 2025 | Confers current, relevant public-company CFO perspective; no related-party transactions disclosed with Iovance . |
Board Governance
- Independence: Board determined six of seven directors are independent; Audit Committee members Maynard, Weiser, Yarno are independent (Nasdaq and SEC Rule 10A-3) .
- Committee leadership: Audit Committee Chair and designated “audit committee financial expert” .
- Meetings and engagement: Board held six meetings in FY2024; Audit Committee held four, Compensation held two, Nominating & Corporate Governance held one; executive sessions were held for each regular Board and committee meeting .
- Attendance: Other than Dr. Countouriotis, no director attended fewer than 75% of aggregate Board and committee meetings during periods of service (implies Maynard ≥75%) .
| Committee | Role | FY2024 Meetings | Independence | Key Responsibilities |
|---|---|---|---|---|
| Audit | Chair | 4 | Independent | Oversight of external auditor, financial statements, ICFR, disclosure controls, internal audit, related-party transactions, risk (incl. cybersecurity), insurance, Audit Committee report . |
| Compensation | Member (not listed as member) | 2 | Independent members overall | Sets exec and director pay, peer group, incentives; oversees consultant independence . |
| Nominating & Corporate Governance | Member (not listed as member) | 1 | Independent members overall | Board composition, governance principles, succession planning . |
Fixed Compensation
| Component (Non-Employee Director Policy) | Amount | Notes |
|---|---|---|
| Board cash retainer | $50,000 | Paid quarterly in arrears . |
| Audit Committee Chair fee | $15,000 | Paid quarterly in arrears . |
| Total cash (2024 actual) | $65,000 | Maynard’s fees earned or paid in cash . |
| Annual equity (DRSUs) policy cap | $425,000 | ≤ 75th percentile vs peer group; DRSUs vest earlier of 1 year or day prior to next annual meeting; receipt deferred until 90 days post-board service . |
| 2024 RSU awards (grant-date FV) | $1,264,492 | Includes annual DRSUs and special BLA DRSUs; FASB ASC 718 methodology . |
| Total 2024 director compensation | $1,329,492 | Cash + RSU grant-date FV . |
Performance Compensation
| Award Type | Grant/Approval Date | Units/Shares | Vesting | Notes |
|---|---|---|---|---|
| Annual DRSUs (policy) | Annual meeting cycle | Not disclosed (value-based) | Earlier of 1 year or day before next annual meeting; receipt deferred until 90 days after service ends | Value set by policy (≤$425k; ≤75th percentile peer group) . |
| Special DRSUs (BLA approval recognition) | Feb 26, 2024 | 50,000 DRSUs (Maynard) | One-year total; 50% at 6 months; remaining 50% at 1 year | Extraordinary achievement awards; excluded from annual cap limits . |
| DRSUs outstanding (as of 12/31/2024) | N/A | 202,462 | As above | Aggregated DRSUs for Maynard shown in director table . |
Policy guardrails: Non-employee director equity capped at $425k grant-date FV; cash/equity ≤ 75th percentile of peer group through 2027; ≤60% of equity value may be stock options; in 2024, directors received 100% equity in DRSUs (no options) .
Other Directorships & Interlocks
| Company | Role | Type | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Maynard; no related-party transactions >$120,000 since Jan 1, 2024 . |
Expertise & Qualifications
- Audit and finance depth: Former public-company CFO; designated Audit Committee financial expert .
- Life sciences sector experience: Multi-company biopharma finance leadership (Rigel, Cara) .
- Education: B.S. in Commerce – Accounting (Santa Clara University) .
- Governance strengths: Independence; risk oversight (audit, ICFR, cybersecurity); related-party transaction review .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned directly | 7,500 | As of record date . |
| Options exercisable (≤60 days) | 245,000 | Exercisable currently or within 60 days . |
| Deferred RSUs (issuance deferred upon vesting) | 202,462 | DRSUs not counted in beneficial ownership number; issuance deferred . |
| Total beneficial ownership (shares) | 252,500 | Less than 1% of class . |
| Shares outstanding (common) | 333,934,387 | As of record date . |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging, short-selling, puts/calls, margin accounts, and pledging . |
| Ownership guidelines | No mandatory minimum | Company does not require directors to own a particular number of shares; believes holdings adequate to align interests . |
Governance Assessment
- Board effectiveness: Experienced independent Audit Chair with public-company CFO background; audit “financial expert” designation supports robust oversight of reporting, ICFR, and auditor independence .
- Independence & attendance: Independent under Nasdaq/SEC rules; at least 75% attendance in FY2024; executive sessions at each Board/committee meeting indicate strong independent oversight .
- Pay structure and alignment: Cash fees are modest and tied to role; equity delivered entirely as DRSUs in 2024 with deferral until post-service, promoting long-term alignment. Extraordinary BLA-related awards (50,000 DRSUs) were within policy carve-outs for special achievements and excluded from caps—a positive recognition but should be monitored to avoid pay inflation over time .
- Ownership and risk controls: Beneficial ownership <1% with significant options; robust prohibitions on hedging/pledging reduce misalignment risks; formal clawback policy adopted Nov 17, 2023 to recover erroneously awarded incentive compensation, bolstering accountability .
- Related-party/Interlocks: No related-party transactions >$120k; no disclosed public-company directorships that could introduce interlocks or conflicts .
RED FLAGS
- Absence of mandatory stock ownership guidelines for directors may be viewed as a weaker alignment mechanism compared to peers, though deferral of DRSUs until post-service partially mitigates this .
- Elevated 2024 director equity values reflect special awards tied to BLA approval; while policy allows such carve-outs, repetition without clear performance justification could be scrutinized by investors for pay inflation risk .
Say-on-Pay & Shareholder Feedback
- Company’s say-on-pay has received stockholder approval every year since 2017, indicating general support for compensation philosophy and practices .
Compensation Committee Analysis (Context)
- Compensation Committee uses peer groups with 75th percentile caps for director cash/equity and maintains consultant independence; supports disciplined governance around pay .