Wayne Rothbaum
IOVANCE BIOTHERAPEUTICSAbout Wayne P. Rothbaum
Wayne P. Rothbaum (age 57 as of the record date) has served on Iovance Biotherapeutics’ Board since June 2016. He is President of Quogue Capital, a single-family office private equity fund focused on small-to-midcap life sciences, and is Iovance’s largest shareholder. Rothbaum’s background spans founding and leading life sciences companies (Acerta Pharma—sold to AstraZeneca; co-founded Kartos Therapeutics and Telios Pharma), and he holds a BA (Binghamton University, Phi Beta Kappa) and an MA in international economics (George Washington University). He is listed as an inventor on multiple scientific patents and published in top medical journals.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carson Group / Evolution Capital | Managed life sciences practice; managed boutique investment bank | Not disclosed | Strategy and investment banking leadership in life sciences |
| Acerta Pharma | Co-founder; Executive Chairman; sold to AstraZeneca | Founded 2012; sold 2016 | Led development of Calquence (FDA approvals 2017, 2020) |
| Kartos Therapeutics | Co-founder | 2016 | In-licensed MDM2 inhibitor from Amgen |
| Telios Pharma | Co-founder | 2019 | Licensed novel therapy from Merck KGaA |
| Iovance Biotherapeutics | Director; largest shareholder; leadership in transformation | Since 2016 | Restructured board, senior management, clinical operations and strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quogue Capital LLC | President | Since 2001 | Single-family office focused on life sciences; beneficial owner of Iovance shares via Quogue |
| Other public company boards | — | — | Proxy does not disclose any current public company directorships for Rothbaum |
Board Governance
- Independence: The Board determined six of seven directors are independent under Nasdaq and SEC rules; the only non-independent director is the interim CEO/GC, Dr. Vogt. Rothbaum is among the independent directors.
- Committees:
- Compensation Committee: Member (Chair is Dr. Weiser; members are Dr. Countouriotis and Rothbaum). Two meetings in FY2024; committee members are independent.
- Scientific Committee (ad hoc): Member (Rothbaum and Dr. Weiser as directors; Dr. Vogt participates in advisory capacity). Active throughout 2024 and into 2025.
- Audit Committee: Not a member (members are Maynard—Chair, Weiser, Yarno; all independent). Four meetings in FY2024.
- Nominating & Corporate Governance Committee: Not a member (members are Dukes—Chair, Countouriotis, Weiser). One meeting in FY2024; members independent.
- Attendance: The Board held six meetings in FY2024; other than Dr. Countouriotis, no director attended fewer than 75% of Board and committee meetings during their service period. Executive sessions were held at each regular Board and standing committee meeting.
- Board leadership and engagement: Non-executive Chair (Dr. Dukes); regular executive sessions; directors attended the 2024 Annual Meeting.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $240,000 | Rothbaum declined any compensation other than Scientific Committee fees and RSUs tied to Amtagvi approval. Scientific Committee fees are $20,000 per month while active. |
| Standard Non-Employee Director Cash Retainer ($) | $50,000 | Rothbaum declined standard cash retainer in 2024. |
| Committee Membership Fee ($) | $7,500 per committee member; $15,000 per chair | Rothbaum declined standard committee cash compensation in 2024. |
Performance Compensation
| Award | Grant Date Value (2024) | Quantity/Terms | Vesting/Deferral | Notes |
|---|---|---|---|---|
| Deferred RSUs (DRSUs) | $1,679,000 | See special and annual awards policy | Vests on earlier of 1 year from grant or day prior to next annual meeting; receipt automatically deferred until 90 days after service ends (except change in control/other corporate events) | 2024 equity for non-employee directors paid 100% in DRSUs; annual value targeted up to $425,000, capped at 75th percentile of peer group until 2027 |
| Special DRSU Award (BLA approval) | Included in totals above | 100,000 DRSUs to Rothbaum (plus to Dukes and Weiser); others received 25,000–50,000 DRSUs pro rata | Terms per DRSU plan; special awards excluded from annual caps under 2018 Plan and policy | Recognized exceptional time commitment and value creation achieving FDA approval of Amtagvi |
| Deferred Restricted Stock Unit Awards (#) | 100,000 | DRSUs outstanding subject to deferred issuance | Deferral feature per policy | Scientific Committee remained active; its members receive $20,000 per month |
Performance metrics: Director equity is time-vested DRSUs; no disclosed TSR/financial metrics for director compensation. Special DRSUs recognized extraordinary achievement (BLA approval) and do not count toward annual equity caps.
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no officers served on other entities’ comp committees where Iovance officers sat on their boards; and no insider participation by committee members in 2024.
- Related-party transactions: None exceeding $120,000 since January 1, 2024 involving directors, named executive officers, >5% holders, or their immediate families; Audit Committee reviews any related-person transactions.
Expertise & Qualifications
- Investment and operating expertise in life sciences: Founder/investor across Acerta, Kartos, Telios; deep clinical/regulatory engagement via Scientific Committee.
- Education: BA (Political Science & Psychology, Binghamton University, Phi Beta Kappa); MA in international economics (George Washington University).
- Publications and patents: Listed inventor on numerous scientific patents; published in NEJM, The Lancet, Journal of Clinical Oncology.
Equity Ownership
| Holder | Common Shares | Preferred Convertible | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Quogue Capital LLC (beneficially owned by Rothbaum) | 28,067,333 | 1,932,667 Series B (convertible) | 30,000,000 | 8.9% (out of 333,934,387 common shares outstanding) |
- Beneficial ownership limitation on Series B conversion increased from 4.99% to 9.99% for Rothbaum; Section 16 reporting exemption means the 9.99% limit does not apply to Rothbaum/Quogue.
- Pledging/hedging: Insider Trading Policy prohibits pledging, hedging, short sales, and derivatives for directors. No pledging disclosures noted for Rothbaum.
Governance Assessment
- Alignment and engagement: As Iovance’s largest shareholder (8.9%) and a long-tenured independent director since 2016, Rothbaum’s strategic influence is significant; his role on the Scientific Committee and leadership in board/management transformation indicate high engagement with development and commercialization priorities.
- Compensation mix signals: He declined standard board cash/equity compensation, accepting only Scientific Committee cash fees ($20,000/month) and RSUs linked to Amtagvi’s FDA approval—suggesting restraint and event-linked equity; his 2024 mix was majority equity by value ($1.679M DRSUs vs $240k cash).
- Committee roles and independence: Member of the Compensation Committee (independent), which uses independent advisors and maintains peer group caps (≤75th percentile through 2027); special awards for extraordinary achievements are permitted but excluded from annual caps.
- Attendance and board process: Board held six meetings in 2024; Rothbaum met the ≥75% attendance threshold; regular executive sessions indicate robust independent oversight.
- Related-party risk control: No related-party transactions reported; Audit Committee pre-approves and reviews such items; Insider Trading Policy prohibits pledging/hedging, mitigating alignment risks.
Red flags and watch items
- Concentrated influence: Largest shareholder sitting on the Compensation Committee can raise minority-holder sensitivity to governance balance; continued monitoring of special awards and committee decisions is warranted. No related-party transactions were reported in 2024.
- Special equity awards: 2024 DRSUs granted for extraordinary BLA achievement (100,000 to Rothbaum) are policy-permitted but should be contextualized against long-term value creation to avoid compensation inflation.
Shareholder sentiment
- Say-on-pay: Stockholders have approved NEO pay annually since 2017, supporting compensation framework stability.