DEF 14A

Position

Richard Adcock

Chief Executive Officer and President

David Sachs

Chief Financial Officer

Patrick Soon-Shiong, M.D., FRCS (C), FACS

Global Chief Scientific and Medical Officer

DEF 14A 1 d238255ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under §240.14a-12

ImmunityBio, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

To our Stockholders:

We are pleased to invite you to attend the 2022 annual meeting of stockholders (the Annual Meeting) of ImmunityBio, Inc. to be held on Tuesday, June 14, 2022 at 9:30 a.m. Pacific Time, or at any adjournment or postponement thereof. The Annual Meeting will be a virtual meeting of stockholders. You are invited to attend and vote your shares at the Annual Meeting live via Internet webcast so long as you register to attend the Annual Meeting at www.proxydocs.com/IBRX by 5:00 p.m. Pacific Time on June 10, 2022 (the Registration Deadline). Questions will need to be submitted prior to the Annual Meeting. To submit questions, please visit www.proxydocs.com/IBRX. You will not be able to attend the Annual Meeting in person.

We have also elected to provide access to our proxy materials over the Internet under the United States Securities and Exchange Commission’s (SEC) “notice and access” rules. We believe these rules allow us to provide you with the information you need while reducing our delivery costs and the environmental impact of the Annual Meeting. The board of directors (Board) has fixed the close of business on April 18, 2022 as the record date (Record Date) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof. Our notice of proxy materials accessibility was first sent or given on April 29, 2022 to all stockholders as of the Record Date.

Your vote is important. Whether or not you expect to attend the Annual Meeting via live webcast, please vote at your earliest convenience. You may vote over the Internet, by telephone or, if you request to receive printed proxy materials, by mailing a proxy or voting instruction card. You may also vote your shares during the Annual Meeting. Submitting your proxy in advance of the Annual Meeting will not prevent you from voting your shares at the Annual Meeting, as your proxy is revocable at your option as described in the proxy statement accompanying this notice. Please review the instructions regarding each of your voting options described in the proxy statement, as well as in the Notice of Internet Availability of Proxy Materials or proxy card you received by mail.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The accompanying proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021 (Annual Report) are available to view and download at www.proxydocs.com/IBRX.

Thank you for your ongoing support of, and continued interest in, ImmunityBio, Inc.

Sincerely,

LOGO

Richard Adcock

Chief Executive Officer and President

April 29, 2022

ImmunityBio, Inc.

3530 John Hopkins Court San Diego CA 92121

Office: +1-858-633-0330 Email: info@ImmunityBio.com

LOGO

Notice of Annual Meeting of Stockholders


Date and Time:		Tuesday, June 14, 2022 at 9:30 a.m. Pacific Time.
Internet Availability of Proxy Materials:		Under rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our Annual Report by providing access to such documents on the Internet instead of mailing printed copies. Most of you will not receive printed copies of the proxy materials unless you request them. Instead, the Notice of Internet Availability, which was mailed to most of you, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice of Internet Availability also instructs you as to how you may submit your proxy on the Internet. If you would like to receive printed copies of our proxy materials by mail, please follow the instructions in the Notice of Internet Availability for requesting such materials. If you request printed copies of the proxy materials by mail, the materials you receive will include the proxy card or voting instruction form for the Annual Meeting. A copy of our proxy statement and our Annual Report are also posted on *www.proxydocs.com/IBRX*, and are available from the SEC on its website at https://www.sec.gov.
Webcast Address:		*www.proxydocs.com/IBRX*.
Items of Business:		1. To elect nine directors from the nominees named in the accompanying proxy statement to serve until our 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal. 2. To approve an amendment to the ImmunityBio, Inc. 2015 Equity Incentive Plan to increase the number of shares of the company’s common stock authorized for issuance under the plan by 19,900,000 shares. 3. To ratify the selection of Ernst & Young LLP as ImmunityBio’s independent registered public accounting firm for the fiscal year ending December 31, 2022. 4. To transact other business that may properly come before the Annual Meeting.
Record Date:		Only stockholders of record of our common stock as of the close of business on Monday, April 18, 2022, are entitled to receive notice of, and vote at the Annual Meeting and any continuation, postponement, or adjournment thereof.
Meeting Admission:		You are invited to attend the Annual Meeting live via webcast if you are a stockholder of record or a beneficial owner of shares of our common stock, in each case, as of April 18, 2022. Prior registration to attend the Annual Meeting at *www.proxydocs.com/IBRX* is required by 5:00 p.m. Pacific Time on June 10, 2022. Instructions regarding how to connect and participate live via the Internet, including how to demonstrate proof of stock ownership, are posted at *www.proxydocs.com/IBRX*.

By Order of the Board of Directors,

LOGO

Jason Liljestrom

Corporate Secretary

San Diego, California

April 29, 2022

Table of Contents


	Page
PROXY STATEMENT		1
Questions and Answers about the Proxy Materials and Annual Meeting		1
PROPOSAL 1 – ELECTION OF DIRECTORS		7
Nominees for Director		7
Board Recommendation		7
Director Biographies		8
CORPORATE GOVERNANCE		11
Composition of the Board		11
Board Leadership Structure		11
The Board’s Role in Risk Oversight		11
Board Meetings		12
Communication with the Board		12
Board Committees and Charters		13
Audit Committee		13
Compensation Committee		14
Nominating and Corporate Governance Committee		14
Related Party Transaction Committee		14
Special Committee		14
Board Diversity		15
Process for Selecting Directors and Director Qualifications		15
Director Independence		17
Prohibited Trading Activities		17
Compensation Committee Interlocks and Insider Participation		17
PROPOSAL 2 – APPROVAL OF AMENDMENT TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE 2015 PLAN		18
Approval of Amendment to Increase the Number of Shares of Common Stock Authorized for Issuance under the 2015 Plan		18
Board Recommendation		24
EXECUTIVE COMPENSATION		25
Our Current Named Executive Officers		25
Processes and Procedures for Executive Compensation		25
Employment Arrangements with Our Current Named Executive Officers		26
Merger or Change in Control		28
Other Compensation Policies		28
Tax and Accounting Considerations		28
Executive Compensation Clawback Policy		29
EXECUTIVE COMPENSATION TABLES		30
Summary Compensation Table		30
All Other Compensation – Other Compensation and Perquisites		31
Grants of Plan-Based Awards		31
2021 Executive Bonus Plan		33
EQUITY COMPENSATION PLAN INFORMATION		34
DIRECTOR COMPENSATION		35
2021 Director Compensation Policy		35
Equity Awards		35
Director Compensation Policy Changes for 2022		36


		i


Other Compensation Details			36
Non-Employee Director Stock Ownership Policy			36
Director Compensation Table			37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			38
PROPOSAL 3 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			40
Ratification of Selection of Independent Registered Public Accountants			40
Board Recommendation			40
Audit Committee Report			41
Fees Paid to Independent Registered Public Accountants			42
ANNUAL REPORT ON FORM 10-K			42
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			43
Cambridge Investment			43
Related Party Promissory Notes			44
Other Related Party Agreements and Arrangements			45
Indemnification Agreements			49
Policies for Approval of Related Party Transactions			49
OTHER MATTERS			50
Stockholder Proposals for the 2023 Annual Meeting			50
Availability of Bylaws			51
Code of Global Business Conduct and Ethics			51
Delinquent Section 16(a) Reports			51
Householding of Proxy Materials			51
No Incorporation by Reference			52
APPENDIX A: IMMUNITYBIO, INC. AND SUBSIDIARIES 2015 EQUITY INCENTIVE PLAN			A-1


		ii

LOGO

PROXY STATEMENT

As a smaller reporting company for the fiscal year ended December 31, 2021, ImmunityBio is electing to comply with the scaled disclosure requirements applicable to smaller reporting companies pursuant to SEC rules for many of the items that are incorporated by reference into Part III of its Annual Report on Form 10-K. These scaled disclosure requirements include reduced disclosure about the company’s executive compensation arrangements. Please note that certain of the executive compensation disclosure required to be described for a smaller reporting company is presented in tabular form for ease.

The information provided in the “Questions and Answers” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read the entire proxy statement carefully.

Questions and Answers about the Proxy Materials and Annual Meeting

Why am I receiving these materials?

This proxy statement and the enclosed form of proxy are posted in connection with the solicitation of proxies by the Board for use at the 2022 Annual Meeting of Stockholders of ImmunityBio, Inc., a Delaware corporation, and any postponements or adjournments thereof. The Annual Meeting will be held on Tuesday, June 14, 2022 at 9:30 a.m. Pacific Time, via live Internet webcast.

Stockholders are invited to attend the Annual Meeting live via webcast and are requested to vote on the items of business described in this proxy statement. A copy of this proxy statement and our 2021 Annual Report are posted on www.proxydocs.com/IBRX, and are also available from the SEC on its website at https://www.sec.gov.

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. The person you designate is your “proxy,” and you give the proxy authority to vote your shares by submitting the enclosed proxy card, or if available, voting by telephone or the Internet. We have designated each of Richard Adcock, our Chief Executive Officer and President, Jason Liljestrom, our General Counsel and Corporate Secretary, and David Sachs, our Chief Financial Officer, to serve as proxies for the Annual Meeting.

What am I voting on?

You are being asked to vote on three proposals:

•

the election of nine directors from the nominees named in this proxy statement to serve until our 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal;

•

the approval of an amendment to the ImmunityBio, Inc. 2015 Equity Incentive Plan (the 2015 Plan) to increase the number of shares of the company’s common stock authorized for issuance under the plan by 19,900,000 shares; and

•

the ratification of the selection of Ernst & Young LLP as ImmunityBio’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

What if other matters are properly brought before the Annual Meeting?

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment. If for any reason a director nominee is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate as may be nominated by the Board.


ImmunityBio, Inc.		1		2022 Proxy Statement

How does the Board recommend that I vote?

The Board recommends that you vote your shares:

•

“FOR” the election of each of the nine nominees for director named in this proxy statement;

•

“FOR” the approval of an amendment to the ImmunityBio, Inc. 2015 Plan to increase the number of shares of the company’s common stock authorized for issuance under the plan by 19,900,000 shares; and

•

“FOR” the ratification of the selection of Ernst & Young LLP as ImmunityBio’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Who may vote at the Annual Meeting?

Only stockholders of record as of the close of business as of the Record Date on April 18, 2022 are entitled to vote at the Annual Meeting. As of the Record Date, there were 397,953,809 shares of our common stock outstanding, held by 88 holders of record.

You are invited to attend and vote your shares at the Annual Meeting live via webcast so long as you register to attend the Annual Meeting at www.proxydocs.com/IBRX by 5:00 p.m. Pacific Time on June 10, 2022. You will be asked to provide the control number located inside the shaded gray box on your proxy card (the Control Number) as described in the proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live via the Internet at the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the close of business on the Record Date for the Annual Meeting, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials will be forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the voting instructions your broker, bank or other nominee provides. You are also invited to attend the Annual Meeting live via webcast. However, since you are not the stockholder of record, you may not vote your shares live via the Internet at the Annual Meeting unless you obtain a valid proxy from your broker, bank or other nominee prior to the Annual Meeting.

How can I vote my shares?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote in one of the following ways:

•

You may vote during the Annual Meeting live via the Internet. If you plan to attend the Annual Meeting live via webcast, you may vote by following the instructions posted at www.proxydocs.com/IBRX. To be admitted to the Annual Meeting and vote your shares, you must register by the Registration Deadline and provide the Control Number as described in the proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

•

You may vote by mail. Complete, sign and date the proxy card and return it promptly in the postage-prepaid envelope provided (if you requested and received printed proxy materials). Your completed, signed and dated proxy card must be received prior to the Annual Meeting.

•

You may vote by telephone. To vote over the telephone, dial toll-free (844) 209-9557 and follow the recorded instructions. You will be asked to provide the Control Number from your proxy card. Telephone voting is available 24 hours a day, 7 days a week.

•

You may vote via the Internet. To vote via the Internet, go to www.proxypush.com/IBRX to complete an electronic proxy card (have your proxy card in hand when you visit the website). You will be asked to provide the Control Number from your proxy card. Internet voting is available 24 hours a day, 7 days a week.


ImmunityBio, Inc.		2		2022 Proxy Statement

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are a beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares should generally be able to vote by returning the voting instruction card, or by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a beneficial owner, you may not vote your shares live via the Internet at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee prior to the Annual Meeting.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the Annual Meeting by:

•

entering a new vote via the Internet or by telephone (until the applicable deadline for each method as set forth above);

•

returning a later-dated proxy card (which automatically revokes the earlier proxy);

•

providing a written notice of revocation prior to the meeting date to ImmunityBio, Inc., Attention: Corporate Secretary, 3530 John Hopkins Court, San Diego, California 92121; or

•

attending the Annual Meeting and submitting your vote live via the Internet. Attendance at the Annual Meeting live via the Internet will not by itself cause your previously granted proxy to be revoked unless you specifically so request.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of the Board. The persons named in the proxy, Richard Adcock, Jason Liljestrom, and David Sachs, have been designated as proxies for the Annual Meeting by the Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instruction of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of the Board as described above and, if any other matters are properly brought before the Annual Meeting, the shares will be voted in accordance with the proxies’ judgment.

How many votes do I have?

For the election of directors, each stockholder is entitled to cast one vote for each director nominee for each share of the company’s common stock held by them as of the Record Date. Cumulative voting is not permitted for the election of directors. On the other matters to be voted upon, each stockholder is entitled to one vote for each share of the company’s common stock held by them as of the Record Date.

What is the quorum requirement for the Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. Holders of a majority of the voting power of the company’s outstanding common stock entitled to vote at the Annual Meeting must be present live via the Internet or represented by proxy to hold and transact business at the Annual Meeting. On the Record Date, there were 397,953,809 shares outstanding and entitled to vote. Thus, the holders of at least 198,976,905 shares must be present in person or represented by proxy at the Annual Meeting to have a quorum.

Abstentions, “WITHHOLD” votes, and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chair of the meeting or the holders of a majority of the voting power present live via the Internet or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting may adjourn the meeting to another date.


ImmunityBio, Inc.		3		2022 Proxy Statement

What are broker non-votes?

Broker non-votes occur when a beneficial owner of shares held in street name does not give instructions to the broker holding the shares as to how to vote on matters deemed “non-routine” and there is at least one “routine” matter to be voted upon at the meeting. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker holding the shares. If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to matters that are considered to be routine, but not with respect to non-routine matters. In the event that a broker votes shares on the routine matters but does not vote shares on the non-routine matters, those shares will be treated as broker non-votes with respect to the non-routine proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

What matters are considered “routine” and “non-routine”?

The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 3) is considered routine under applicable federal securities rules. The election of directors (Proposal 1) and the approval of an amendment to increase the number of shares of ImmunityBio, Inc.’s common stock authorized for issuance under the 2015 Plan (Proposal 2) are considered non-routine under applicable rules.

What are the effects of abstentions and broker non-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee holding its customers’ shares of record cause abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present live via the Internet or represented by proxy and entitled to vote at the Annual Meeting, including Proposals 2 and 3. However, because the outcome of Proposal 1 (election of directors) will be determined by a plurality vote, abstentions will have no impact on the outcome of such proposal as long as a quorum exists.

Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposes of determining the number of votes cast on a non-routine proposal. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any non-routine proposal.

What is the voting requirement to approve each of the proposals?

Proposal 1: Election of Directors. The election of directors requires a plurality of the voting power of shares present live via the Internet or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the nine nominees for director receiving the highest number of “FOR” votes will be elected as directors. You may vote (i) “FOR” each director or (ii) “WITHHOLD” for each director nominee. Because the outcome of this proposal will be determined by a plurality vote, shares voted “WITHHOLD” will have no impact on the outcome of this proposal but will count towards the quorum requirement for the Annual Meeting.

Proposal 2: Amendment to Increase the Number of Shares Authorized for Issuance Under the 2015 Plan. Amending the 2015 Plan requires the affirmative “FOR” vote of a majority of the shares present live via the Internet or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions will count towards the quorum requirement for the Annual Meeting and will have the same effect as a vote against the proposal. Broker non-votes are not deemed to be votes cast, are not included in the tabulation of voting results on this proposal, and will not affect the outcome of voting on this proposal.

Proposal 3: Ratification of Selection of Ernst & Young LLP. The ratification of the selection of Ernst & Young LLP requires the affirmative vote of a majority of the shares present live via the Internet or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions will count towards the quorum requirement for the Annual Meeting and will have the same effect as a vote against the proposal.


ImmunityBio, Inc.		4		2022 Proxy Statement

Dr. Patrick Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer, and his affiliates owned, in the aggregate, approximately 78.7% of the company’s outstanding common stock as of the Record Date and has advised us that he intends to vote (1) “FOR” the election of each of the nine nominees for director named in this proxy statement; (2) “FOR” the approval of an amendment to the ImmunityBio, Inc. 2015 Plan to increase the number of shares of the company’s common stock authorized for issuance under the plan by 19,900,000 shares; and (3) “FOR” the ratification of the selection of Ernst & Young LLP as ImmunityBio’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

What is the interest of the company’s executive officers and directors in the proposals being voted upon?

None of our executive officers or directors or their associates has any substantial interest in any matter to be acted upon, other than (i) our directors, with respect to the election to office of the directors so nominated, and (ii) our executive officers and directors, with respect to the approval of an amendment to the 2015 Plan, because their compensation could be impacted.

Who will count the votes?

A representative of Mediant Communications, Inc. will tabulate the votes and act as inspector of elections.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a signed proxy but you do not provide voting instructions, your shares will be voted:

•

“FOR” the election of each of the nine nominees for director named in this proxy statement;

•

“FOR” the ratification of the selection of Ernst & Young LLP as ImmunityBio’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

In addition, if any other matters are properly brought before the Annual Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole routine matter – Proposal 3 to ratify the selection of Ernst & Young LLP. Absent direction from you, however, your broker, bank or other nominee will not have the discretion to vote on Proposal 1 relating to the election of directors and Proposal 2 relating to an amendment to increase the number of shares of ImmunityBio, Inc.’s common stock authorized for issuance under the 2015 Plan.

How can I contact ImmunityBio’s transfer agent?

You may contact our transfer agent by writing to American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219. You may also contact our transfer agent via email at help@astfinancial.com or by telephone at (800) 937-5449.

How can I attend the Annual Meeting?

We will host the Annual Meeting live via Internet webcast. You will not be able to attend the Annual Meeting in person. Prior registration to attend the Annual Meeting at www.proxydocs.com/IBRX is required by 5:00 p.m. Pacific Time on June 10, 2022. A summary of the information you need in order to attend the Annual Meeting online is provided below:

•

Any stockholder may listen to the Annual Meeting and participate live via the Internet at www.proxydocs.com/IBRX. To be admitted to the Annual Meeting’s live Internet webcast, you must register at www.proxydocs.com/IBRX by the Registration Deadline as described in the proxy card. The live Internet webcast will begin on June 14, 2022 at 9:30 a.m. Pacific Time.


ImmunityBio, Inc.		5		2022 Proxy Statement

•

If a stockholder wishes to ask a question to directors and/or members of management in attendance at the Annual Meeting, please note that such questions must be submitted in advance of the Annual Meeting. To submit a question, mark the box on the proxy card when registering to attend the Annual Meeting and submit your written question or submit a question at www.proxydocs.com/IBRX after logging in with your Control Number.

•

Stockholders of record may vote during the Annual Meeting live via the Internet.

•

A stockholder must register to attend the Annual Meeting prior to the Registration Deadline, and after doing so, you will be sent a link in an email to join the meeting.

•

Instructions regarding how to connect and participate live via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxydocs.com/IBRX.

Stockholder of Record: Shares Registered in Your Name. If you were a stockholder of record at the close of business on the Record Date, follow the instructions regarding how to demonstrate proof of stock ownership posted at www.proxydocs.com/IBRX.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you were a beneficial owner at the close of business on the Record Date, you may not vote your shares live via Internet at the Annual Meeting unless you obtain a “legal proxy” from your broker, bank or other nominee who is the stockholder of record with respect to your shares prior to the Annual Meeting. You may still attend the Annual Meeting even if you do not have a legal proxy. Instructions regarding how to demonstrate proof of stock ownership, are posted at www.proxydocs.com/IBRX.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

The Board is soliciting proxies for use at the Annual Meeting by means of the proxy materials. The company will bear the entire cost of proxy solicitation. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.

If you choose to access the proxy materials and/or vote via the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and, within four business days after final results are known, file an additional Current Report on Form 8-K to publish the final results.

Is there a list of stockholders entitled to vote at the Annual Meeting?

The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and from our Corporate Secretary for 10 days prior to the meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m., Pacific Time, at our “principal executive offices” located at 3530 John Hopkins Court, San Diego, California 92121.

When are stockholder proposals due for next year’s annual meeting?

Please see “Other Matters—Stockholder Proposals for the 2023 Annual Meeting” in this proxy statement for more information regarding the deadlines for the submission of stockholder proposals for the 2023 annual meeting.


ImmunityBio, Inc.		6		2022 Proxy Statement



				Proposal 1 – Election of Directors

Election of Directors

The Board is currently composed of nine directors. At the Annual Meeting, nine directors will be elected to the Board by holders of the company’s common stock to serve for a one year term expiring at the 2023 annual meeting of stockholders. Each director’s term continues until the election and qualification of his or her successor, or until his or her earlier retirement, resignation, disqualification, removal, or death.

Nominees for Director

Name

Independent

Age

Director
Since

Audit

Compensation

Nominating
and
Corporate
Governance

Related
Party
Transaction

Special
Committee

Patrick Soon-Shiong, M.D., FRCS (C), FACS

2014

Richard Adcock

2021

Barry J. Simon, M.D.

2007

Michael D. Blaszyk

✓

2015

John Owen Brennan

✓

2021

Wesley Clark

✓

2021

Cheryl L. Cohen

✓

2019

Linda Maxwell, M.D., M.B.A., FRCSC

✓

2021

Christobel Selecky

✓

2021

“C” indicates Chair of the committee.

“M” indicates member of the committee.

The Governance Committee has nominated Dr. Soon-Shiong, Mr. Adcock, Dr. Simon, Messrs. Blaszyk and Brennan, Gen. Clark, Ms. Cohen, Dr. Maxwell and Ms. Selecky, each a current director, as nominees for re-election to the Board at the Annual Meeting. If elected, each of the aforementioned nominees will serve as a director until the 2023 annual meeting and until his or her respective successor is duly elected and qualified.

Each of our nominees for director has agreed to serve, if elected, and management has no reason to believe that they will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who may be designated by the present Board to fill the vacancy.

Required Vote

The directors elected to the Board will be elected by a plurality of the voting power of shares present live via the Internet or represented by proxy and entitled to vote on the election of directors. In other words, the nine nominees receiving the highest number of “FOR” votes will be elected as directors. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld, for the election of Dr. Patrick Soon-Shiong, Richard Adcock, Dr. Barry J. Simon, Michael D. Blaszyk, John Owen Brennan, Gen. Wesley Clark, Cheryl L. Cohen, Dr. Linda Maxwell and Christobel Selecky. Broker non-votes have no effect on this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NINE NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.


ImmunityBio, Inc.		7		2022 Proxy Statement

Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills, and experiences which led the Board to conclude that each nominee should serve on the Board at this time. There are no family relationships among any of our directors or among any of our directors and our executive officers.

Director Biographies

Patrick Soon-Shiong, M.D., FRCS (C), FACS was appointed Executive Chairman of the Board in October 2020 and Global Chief Scientific and Medical Officer of the company on August 11, 2021. Previously, he served as the Chairman of the Board and Chief Executive Officer from March 2015 to October 2020, as the Co-Chairman of the Board from December 2014 to March 2015, and as our Chief Medical Officer from January 2015 to March 2015. In 2011, he founded NantWorks, an ecosystem of companies to create a transformative global health information and next generation pharmaceutical development network, for the secure sharing of genetic and medical information. Dr. Soon-Shiong invented and developed Abraxane^®, the nation’s first Food and Drug Administration (FDA)-approved protein nanoparticle albumin-bound delivery technology for the treatment of cancer. Abraxane was approved by the FDA for metastatic breast cancer in 2005, lung cancer in 2012, and pancreatic cancer in 2013. Abraxane is now approved in many countries across the globe. From 1997 to 2010, Dr. Soon-Shiong served as founder, chairman, and chief executive officer of two global pharmaceutical companies, American Pharmaceutical Partners (sold to Fresenius SE for $4.6 billion in 2008) and Abraxis BioScience (sold to Celgene Corporation for $3.8 billion in 2010). In 2018, he became the owner and executive chairman of the Los Angeles Times, San Diego Union-Tribune, Los Angeles Times en Español and other publications under the California Times. Dr. Soon-Shiong is chairman of the Chan Soon-Shiong Family Foundation and the Chan Soon-Shiong Institute of Molecular Medicine, a nonprofit medical research organization. He also serves as chair of the board of directors of the Access to Advanced Health Institute, a nonprofit biotech research institute located in Seattle focused on combating some of the world’s deadliest diseases, including COVID-19, cancer, fungal and parasitic infections, and other non-communicable diseases. He is an Adjunct Professor of Surgery at UCLA and a visiting Professor at the Imperial College of London. Dr. Soon-Shiong holds a degree in medicine from the University of the Witwatersrand and a M.Sc. in science from the University of British Columbia. We believe Dr. Soon-Shiong is qualified to serve as a member of the Board based on his depth of expertise as chairman and chief executive officer of multiple multi-billion dollar companies in the life sciences industry, his broad experience in the research and development of pioneering technologies, and his educational background. Pursuant to the Subscription and Investment Agreement between the company and Cambridge Equities, LP (Cambridge), Cambridge has the right to designate one individual to be nominated and recommended for election by the Board for as long as Cambridge continues to hold at least 20% of the issued and outstanding shares of the company’s common stock. Dr. Soon-Shiong has been selected by Cambridge to hold this Board seat.

Richard Adcock has served as our Chief Executive Officer since October 2020 and as President of the company and a member of the Board since March 2021. He has over 30 years of leadership experience in the healthcare industry. From January 2018 to September 2020, he served as chief executive officer of Verity Health System of California, Inc. (Verity Health), a nonprofit public benefit corporation healthcare provider, that he steered through a successful restructuring event. Please see “Executive Compensation—Our Current Named Executive Officers—Certain Proceedings” for more information. Prior to joining Verity Health, he served in various capacities at Sanford Health, a not-for-profit integrated healthcare delivery system, including as its chief innovation officer, president, executive vice president and director from 2004 to 2017. Prior to Sanford Health, he served as global engineering director at GE Healthcare. Mr. Adcock holds a B.S. in Business Administration from Northern State University and an M.B.A. in Healthcare Management from University of Phoenix. We believe Mr. Adcock is qualified to serve as a member of the Board based on his extensive knowledge of the healthcare industry and his experience in senior management roles at leading healthcare companies.

Barry J. Simon, M.D. has served as a member of the Board since 2007 and as Chief Corporate Affairs Officer of the company since March 2021. Dr. Simon previously served as our President and Chief Administrative Officer from January 2017 to March 2021, and as President and Chief Operating Officer from 2015 to 2016. From 2007 to 2015, he was our President and Chief Executive Officer. He has served as president, chief executive officer and chairman of Brink Biologics Inc., a bioanalytics, reagents and testing services company (a company affiliated with Dr. Soon-Shiong), since March 2015. Previously, he held vice president, senior level, and advisory positions at F. Hoffmann-La Roche, a global healthcare company, Roche Labs, a pharmaceuticals company, Connetics Corporation, a specialty pharmaceutical company, Immunomedics, a biopharmaceutical company, Immusol, a biopharmaceutical company, HealthPro BioVentures, LLC, a healthcare and life sciences investment bank, and NorthSound Capital, LLC, a U.S.-based hedge fund. He currently serves as a director of Viracta Therapeutics, Inc. (Viracta), a biopharmaceutical company, since March 2021. He previously served as a director of Cue Biopharma, Inc., a biopharmaceutical company, from 2016 to June 2021 and as a director of Viracta from July 2017 to November 2020.


ImmunityBio, Inc.		8		2022 Proxy Statement

He has broad experience in public and private settings, having led private and public equity offerings, product and portfolio divestitures and acquisitions, strategic licensing and joint ventures, as well as commercial product launches, investigational new drug (IND) and biologics license application (BLA) regulatory filings, human-enabling programs, manufacturing, quality control and life cycle management. He has worked across several therapeutic areas including oncology, virology, ophthalmology and dermatology on products launches including Xeloda^®, Pegasys^®, Fortovase^®, Tamiflu^®, Camptobell^®, Boniva^®, Fuzeon^®, Valcyt^®, and Accutane^®. He attended corporate training programs through the London School of Business and Amos Tuck School of Business at Dartmouth College. Dr. Simon trained clinically in Infectious Diseases at Albert Einstein College of Medicine, Anesthesiology at The Mount Sinai Medical Center, and Internal Medicine at New York University and received his M.D. from the SUNY Downstate Health Sciences Center in New York. We believe Dr. Simon is qualified to serve as a member of the Board based on his extensive medical and scientific knowledge and experience, and senior management experience in the biopharmaceutical industry, including mergers and acquisitions, asset and company divestitures, biotechnology spinouts, start-ups, private and public company financings, strategic alliances formation, in- and out-licensing organizational effectiveness and development, corporate restructurings, patent and trademarks, clinical and regulatory affairs, IND and BLA applications, drug product launches, medical marketing, and lifecycle management.

Michael D. Blaszyk has served as a member of the Board since July 2015. Since July 2017, Mr. Blaszyk has served as an operating partner of Beecken Petty O’Keefe & Company, LLC (BPOC), a capital markets company. Prior to BPOC, he served as the chief financial officer and chief corporate officer of Dignity Health (formerly known as Catholic Healthcare West), a not-for-profit public benefit corporation, from December 2000 until his retirement in December 2015. Prior to joining Dignity Health, he served as the senior vice president and chief financial officer of University Hospitals Health System in Cleveland, Ohio, a healthcare system, from 1997 to 2000. He also previously served as the managing partner of the Northeast Region Health Care Provider Consulting Practice for Mercer LLC (formerly known as William M. Mercer), a global consulting firm, and the executive vice president of Boston Medical Center, a not-for-profit academic medical center. Mr. Blaszyk is a director/manager for Medicus, NantHealth (an affiliate of Dr. Soon-Shiong), Himagine, and Health Management Associates. He received his B.S. in Life Sciences from Wayne State University and his Masters in Health Administration from the University of Colorado. We believe Mr. Blaszyk is qualified to serve as a member of the Board based on his extensive experience with and knowledge of the healthcare industry and his significant financial and accounting background.

John Owen Brennan has served as a member of the Board since March 2021. Mr. Brennan served on the board of directors of ImmunityBio, Inc. (a private company) from February 2021 until March 9, 2021. Mr. Brennan served for 29 years in a variety of roles at the U.S. Central Intelligence Agency (CIA), rising from analyst to station chief, and was ultimately appointed as the agency’s Director by President Barack Obama, leading the CIA from March 2013 to January 2017. From 2009 to 2013, he served as Deputy National Security Advisor for Homeland Security and Counterterrorism and has also served as a senior national security and intelligence analyst for NBC News and MSNBC since February 2018. Mr. Brennan has served on numerous boards of advisors and boards of directors of privately-held entities, including his current service on the Swiss Re Group Strategic Council. He earned a Bachelor of Arts degree from Fordham University, which included study abroad at the American University in Cairo, and is a Distinguished Fellow at the Fordham University Law School. He earned a Master of Arts from the University of Texas at Austin, where he currently serves as a Distinguished Non-Resident Scholar and a senior advisor to the University’s Intelligence Studies Projects. We believe Mr. Brennan is qualified to serve as a member of the Board based on his demonstrated fidelity and leadership experience throughout his career, and his acumen for public affairs.

Wesley Clark has served as a member of the Board since March 2021. General Clark, USA, Retired served on the board of directors of ImmunityBio, Inc. (a private company) from February 2021 until March 9, 2021. He served for 34 years in the U.S. Army, rising through the ranks to earn his fourth star as a full general in 1996. He served as the Supreme Allied Commander Europe of NATO from 1997 to 2000, where he commanded Operation Allied Force in the Kosovo War. Highly decorated throughout his career, Gen. Clark was awarded the U.S. Presidential Medal of Freedom by President William J. Clinton. Since March 2003, he has served as chairman and chief executive officer of Wesley K. Clark & Associates, LLC, a consulting firm specializing in business development, crisis support and strategic communications. Since 2010, he has served as chairman and chief executive officer of Enverra, Inc., a boutique investment bank. Gen. Clark has served on the board of directors of Equinox Gold Corp. since 2016 and served on the board of directors of Rentech, Inc. from 2010 to April 2018. He is a graduate of the U.S. Military Academy at West Point, where he was class valedictorian. After graduating from West Point, he was awarded a Rhodes Scholarship to the University of Oxford where he earned degrees in philosophy, politics and economics. He earned a master’s degree in military science from the Command and General Staff College. We believe Gen. Clark is qualified to serve as a member of the Board based on his extensive leadership experience, success in both the public and private sectors, and experience serving on other public company boards of directors.


ImmunityBio, Inc.		9		2022 Proxy Statement

Cheryl L. Cohen has served as a member of the Board since June 2019. Since 2008, Ms. Cohen has served as president of CLC Consulting, a pharmaceutical and biotechnology consulting firm specializing in new product start-up and commercialization. Prior to CLC, she served as chief commercial officer of Medivation, Inc., a publicly-traded bio-pharmaceutical company, from 2011 until 2014. From 2007 to 2008, she served as Vice President, Strategic Commercial Group, of Health Care Systems, Inc., a Johnson & Johnson company, and from 1998 to 2007, she worked at Janssen Biotech, Inc. (formerly Centocor Biotech, Inc.), a Johnson & Johnson company, in a variety of senior sales roles including Vice President, Rheumatology Franchise. She has served on the board of directors of MEI Pharma, Inc., a late-stage pharmaceutical company, since April 2020, and Ignyte Acquisition Corp., a special purpose acquisition company, since November 2020. She previously served on the board of directors of Aerpio Pharmaceuticals, Novus Therapeutics, Inc., Vital Therapies, Inc., Protein Sciences Corporation, and Cytrx Corporation. She began her career at Solvay Pharmaceuticals in a variety of sales positions. Ms. Cohen received her B.A. from Saint Joseph College. We believe Ms. Cohen is qualified to serve as a member of the Board based on her extensive experience with and knowledge of the healthcare industry, commercialization expertise, and experience serving on boards of directors of public companies.

Linda Maxwell, M.D., M.B.A., FRCSC has served as a member of the Board since March 2021. Dr. Maxwell is an experienced physician and surgeon, having managed her own head and neck surgical practice since 2006. She is a medical educator, a published scientific author, and a health technology entrepreneur and innovator. As of March 2022, she is an Operating Partner at DCVC Management Co, LLC, a venture capital fund. She is currently an Adjunct Professor of Surgery at the University of Toronto, a Distinguished Visiting Professor at Ryerson University, and an Associate Scientist at the Li Ka Shing Knowledge Institute in Toronto. She is the Founder and Executive Director of The Biomedical Zone at Ryerson University, Canada’s premier hospital-embedded medical technology incubator for early-stage digital health and medical technology companies, and has guided a wide variety of startup companies through clinical development, capitalization and commercialization. She has also managed a life sciences tech transfer portfolio at the University of Oxford and the UK National Health Service, executing patent strategy, spin-out company formation, and early-stage capital raising. She has also served as a healthcare innovation expert to various Canadian federal, provincial, and local government entities, as a member of the Department Audit Committee of the Public Health Agency of Canada, and as an advisor to the Canadian Medical Association and the Canadian Space Agency. She currently serves on the board of directors of United Therapeutics Corporation. Dr. Maxwell earned an A.B. with honors from Harvard University, an M.D. from Yale University School of Medicine, and an M.B.A. from the Saïd Business School at the University of Oxford. We believe Dr. Maxwell is qualified to serve as a member of the Board based on her extensive medical and scientific knowledge and experience, and her experience advising and cultivating companies in the health technology industry.

Christobel Selecky has served as a member of the Board since March 2021. Ms. Selecky served on the board of directors of ImmunityBio, Inc. (a private company) from August 2020 until March 9, 2021. Ms. Selecky has more than 35 years of healthcare industry experience. She is the principal at Population Health Strategies, her healthcare consultancy, where since 2009 she has provided strategic consulting to management teams, companies and investors, helping improve patient engagement, population health outcomes, and healthcare cost management. Since 2014 she has served as a Strategic Advisor at Ceresti Health, a privately-held healthcare technology company, and has served as a lecturer in Healthcare Entrepreneurship for the M.B.A. program at the University of California, Irvine since 2017. She held several leadership positions over her 14-year career at FHP International Corporation, which ended in 1995 including as President of the FHP California Health Plan. She subsequently co-founded, and served as President, CEO, and Executive Chairman of LifeMasters Supported SelfCare, a national leader in the field of disease and population health management. She currently serves on the boards of directors of Teleperformance SE, a French public company providing business services, Satellite Healthcare (Chair), a leading not-for-profit provider of kidney dialysis and related services, and Griswold Home Care, a privately-held non-medical home care company. She is active in several board governance organizations such as NACD and Women Corporate Directors and has been a member of audit, compensation, governance and other committees of boards of directors on which she has served. Ms. Selecky received her B.A. from the University of Delaware and her M.A. from Syracuse University. We believe Ms. Selecky is qualified to serve as a member of the Board based on her extensive experience in and knowledge of the healthcare industry, experience in board governance, and experience in advising stakeholders of healthcare companies at various stages of growth.


ImmunityBio, Inc.		10		2022 Proxy Statement

Corporate Governance

Composition of the Board

Our business affairs are managed under the direction of the Board, which is currently comprised of nine members. Six of the nine directors qualify as “independent” within the meaning of such term as set forth in the listing standards of the Nasdaq Stock Exchange (Nasdaq). Under Nasdaq rules, a director will only qualify as an “independent director” if, among other things, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

On June 18, 2015, we entered into a letter agreement with Cambridge (Cambridge Nominating Agreement). Pursuant to the Cambridge Nominating Agreement, Cambridge has the right to designate one individual to be nominated and recommended for election by the Board or a duly authorized committee thereof, for as long as Cambridge or its affiliates continues to hold at least 20% of the issued and outstanding shares of the company’s common stock, subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions. Dr. Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer, controls the entity that is the general partner of Cambridge and was selected by Cambridge to hold this board seat. The Cambridge director nominee shall be nominated and recommended for election to the Board, subject to any applicable limitations imposed by Delaware General Corporation Law (DGCL), the Board’s fiduciary duties to our stockholders, and any other applicable law. Cambridge’s right to have a designee nominated or appointed to serve on the Board shall automatically terminate whenever Cambridge owns less than 20% of the company’s issued and outstanding shares of common stock.

Under the terms of his employment agreement, Dr. Barry J. Simon, the company’s Chief Corporate Affairs Officer, for so long as he remains an employee of the company, shall be nominated and recommended for election to the Board at each annual meeting of stockholders by the Board or a duly authorized committee thereof. If Dr. Simon’s employment with us is terminated for any reason, his membership on the Board will also terminate, unless otherwise agreed in writing by the company and Dr. Simon.

The company’s Corporate Governance Guidelines require that at least a majority of the Board shall consist of United States citizens and/or directors residing in the United States.

At each annual meeting of stockholders, the terms of each of our nine incumbent directors expire and all members of the Board will stand for election. The nine directors elected at the annual meeting will serve from the time of election and qualification until the earliest of the next annual meeting of stockholders following such election or their resignation or removal.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board will fill the chairman and chief executive officer positions based upon its view of what is in the best interests of the company at any point in time. The Board believes that Dr. Soon-Shiong’s service as Executive Chairman and Mr. Adcock’s service as Chief Executive Officer is in the best interests of the company and its stockholders.

Given his long tenure with and status within ImmunityBio, the Board believes Dr. Soon-Shiong possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the company, and management believes he is best positioned, in consultation with Mr. Adcock, to develop agendas that ensure that the Board’s time and attention is focused on the most critical matters. Management also believes that Dr. Soon-Shiong’s extensive scientific and medical knowledge and background with the company enables him to work with Mr. Adcock to ensure clear accountability and enhance the company’s ability to communicate its message and strategy clearly and consistently to our stockholders and employees.

The Board’s Role in Risk Oversight

One of the key functions of the Board is informed oversight of the company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure. The Audit Committee is responsible for reviewing and discussing the company’s major financial risk exposures and the steps taken by management to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. The Audit


ImmunityBio, Inc.		11		2022 Proxy Statement

Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of the company’s external audit function. The Related Party Transaction Committee reviews related party transactions and informs the Audit Committee of all related party transactions approved by them. The Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. The Compensation Committee assesses and monitors whether any of the company’s compensation policies and programs has the potential to encourage excessive risk-taking. The Board believes its leadership structure is consistent with and supports the administration of its risk oversight function.

Board Meetings

During the fiscal year ended December 31, 2021, the Board held 11 meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of Board meetings held during the period for which he or she served as a director and (ii) the total number of Board committee meetings held during the periods that he or she served on such committee(s). Independent directors shall meet in executive session at each regularly scheduled meeting no less than four times per year.

We make every effort to schedule our annual meeting of stockholders at a date and time to maximize attendance by directors taking into account the directors’ schedules. It is the company’s policy that all current directors attend our annual meetings of stockholders, subject to extenuating circumstances. Each of our directors serving at the time of our 2021 annual meeting of stockholders were present at such meeting.

Communication with the Board

In cases where stockholders or other interested parties wish to communicate directly with our directors, messages can be sent to ImmunityBio, Inc., Attention: Corporate Secretary, 3530 John Hopkins Court, San Diego, California 92121. Our Corporate Secretary monitors these communications and will forward to our designated legal counsel to provide a summary of all received messages to the board at each regularly scheduled meeting. The Board typically meets on a quarterly basis. Where the nature of a communication warrants, our designated legal counsel, may determine, in his or her judgment, to obtain the more immediate attention of the appropriate committee of the Board or non-management director, of independent advisors or of our management, as our designated legal counsel considers appropriate.

Our designated legal counsel may decide in the exercise of his or her judgment whether a response to any stockholder or interested party communication is necessary.

This procedure for stockholder and other interested party communications with the non-management directors is administered by the Nominating and Corporate Governance Committee (Governance Committee). This procedure does not apply to (a) communications to non-management directors from our officers or directors who are stockholders, (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, or (c) communications to the Audit Committee pursuant to our procedures for complaints regarding accounting and auditing matters.


ImmunityBio, Inc.		12		2022 Proxy Statement

Board Committees and Charters

The Board currently has four standing committees: the Audit Committee; the Compensation Committee; the Governance Committee; and the Related Party Transaction Committee. Additionally, in October 2020 the Board established a Special Committee in connection with the merger between NantKwest, Inc. and ImmunityBio, Inc. (a private company) (the Merger), which closed on March 9, 2021.

The Board maintains charters for each of its standing committees and these charters are evaluated annually. In addition, the Board has adopted a written set of Corporate Governance Guidelines that generally formalize practices the Board has in place. The charters of our standing Board committees and our Corporate Governance Guidelines are available on our website, https://www.immunitybio.com.

Controlled Company Exemption

Dr. Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer and entities affiliated with him, control a significant majority of our common stock. As a result, we are a “controlled company” within the meaning of the Nasdaq corporate governance rules. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (1) the requirement that a majority of the Board consist of independent directors, and (2) the requirement that the company have a nominating and corporate governance committee. Although not required by Nasdaq corporate governance rules, the Board is currently comprised of a majority of independent directors. The Board has determined that each of Messrs. Blaszyk and Brennan, Gen. Clark, Ms. Cohen, Dr. Maxwell and Ms. Selecky, representing six of our nine directors, is independent as that term is defined under Nasdaq rules. In addition, although not required by Nasdaq rules, the Board established a Governance Committee.

Audit Committee

The Audit Committee was established to oversee our accounting and financial reporting processes and assist the Board in monitoring our financial systems and our legal and regulatory compliance. The committee also:

•

oversees the work of the independent registered public accounting firm;

•

approves the hiring, discharging and compensation of the independent registered public accounting firm;

•

approves engagement of the independent registered public accounting firm to render any audit or permissible non-audit services;

•

reviews the qualifications, independence and performance of the independent registered public accounting firm;

•

reviews our financial statements and our critical accounting policies and estimates;

•

reviews the adequacy and effectiveness of our internal controls;

•

reviews our policies with respect to risk assessment and risk management;

•

reviews and monitors our policies and procedures relating to related party transactions in consultation with the Related Party Transaction Committee; and

•

reviews and discusses the results of our annual audit and reviews our quarterly financial statements and publicly filed reports with management and the independent registered public accounting firm.

The current members of the committee are Mr. Blaszyk (Chair and financial expert), Mses. Cohen and Selecky, and Dr. Maxwell. The Board has determined that each member of the committee is an independent director under the Nasdaq corporate governance rules, satisfies the additional independence criteria for audit committee members, and satisfies the requirements for financial literacy under the Nasdaq corporate governance rules and Rule 10A-3 of the Exchange Act, as applicable. The Board has also determined that Mr. Blaszyk qualifies as an audit committee financial expert within the meaning of the applicable rules and regulations of the SEC and satisfies the financial sophistication requirements of the Nasdaq corporate governance rules. The committee held 10 meetings during the fiscal year ended December 31, 2021.


ImmunityBio, Inc.		13		2022 Proxy Statement

Compensation Committee

The Compensation Committee was established to oversee the company’s corporate compensation programs and:

•

provides oversight of the company’s compensation policies and plans and benefits programs, and overall compensation philosophy, as well as human capital management programs;

•

reviews and approves corporate goals and objectives relevant to the company’s chief executive officer (CEO) compensation, evaluates the CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determines and approves the CEO’s compensation level based on this evaluation;

•

reviews and approves, or makes recommendations to the Board with respect to, non-CEO executive officer compensation, and incentive-compensation and equity-based plans;

•

administers the company’s equity compensation plans for its executive officers and employees and the granting of equity awards pursuant to such plans or outside of such plans; and

•

engages a compensation consultant, legal counsel or other advisors to advise on executive compensation and assess the independence of each in accordance with Nasdaq corporate governance and SEC rules, among other duties and responsibilities.

The current members of the committee are Dr. Maxwell (Chair), Mr. Blaszyk, and Ms. Selecky. The Board has determined that each member of the committee is an independent director under Nasdaq corporate governance rules, satisfies the additional independence criteria for compensation committee members under Rule 10C-1 of the Exchange Act and Nasdaq corporate governance rules, and is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. The committee held eight meetings during the fiscal year ended December 31, 2021.

Nominating and Corporate Governance Committee

Although not required by Nasdaq corporate governance rules because ImmunityBio is a controlled company, the Governance Committee was established to:

•

identify, evaluate, and select or recommend nominees for appointment or election to the Board;

•

recommend directors to the Board to be members and/or chairs of Board committees;

•

review developments in corporate governance practices;

•

evaluate the adequacy of the company’s corporate governance practices and reporting; and

•

evaluate the performance of the Board and of individual directors.

The current members of the committee are Dr. Soon-Shiong (Chair), Mr. Brennan, Gen. Clark and Ms. Cohen. The Board has determined that each of Mr. Brennan, Gen. Clark and Ms. Cohen is an independent director under Nasdaq corporate governance rules. The committee held three meetings during the fiscal year ended December 31, 2021.

Related Party Transaction Committee

The Related Party Transaction Committee was established to review and approve related party transactions. The current members of the committee are Mr. Brennan (Chair), Gen. Clark, and Dr. Maxwell. The Board has determined that each member of the committee is an independent director under Nasdaq corporate governance rules. The committee held eight meetings during the fiscal year ended December 31, 2021.

Special Committee

The Special Committee was established in October 2020 to, among other things, evaluate and negotiate the terms and conditions of the Merger and to make recommendations to the Board regarding the Merger. The current members of the committee are Mr. Blaszyk (Chair) and Ms. Cohen, each of whom is a non-employee independent director. The committee held three meetings during the fiscal year ended December 31, 2021.


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Board Diversity

The following matrix presents the Board’s diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. The Board satisfies the minimum objectives of Nasdaq Rule 5605(f)(3) by having at least one director who identifies as female and at least one director who identifies as a member of an “Underrepresented Minority” (as defined by Nasdaq corporate governance rules). As we pursue future Board recruitment efforts, the Governance Committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of the Board in accordance with the Governance Committee’s Policies and Procedures for Director Candidates. This includes seeking out individuals of diverse ethnicities, a balance in terms of gender, and individuals with diverse perspectives informed by other personal and professional experiences.


Board Diversity Matrix as of April 29, 2022

Total Number of Directors			9

	Female	Male		Non-Binary	Did Not Disclose Gender


Part I: Gender Identity

Directors	3	5		—	1


Part II: Demographic Background

African American or Black	—	—		—	—

Alaskan Native or Native American	—	—		—	—

Asian	—	1		—	—

Hispanic or Latinx	—	—		—	—

Native Hawaiian or Pacific Islander	—	—		—	—

White	2	4		—	—

Two or More Races or Ethnicities	1	—		—	—

	3	5		—	—


LGBTQ+			—


Did Not Disclose Demographic Background			1

Process for Selecting Directors and Director Qualifications

As described above, under the terms of the Cambridge Nominating Agreement, Cambridge has the right to designate one individual to be nominated and recommended for election by the Board. Additionally, under the terms of Dr. Simon’s employment agreement with the company, the Board is obligated to nominate and recommend Dr. Simon for election to the Board as long as he is employed by the company.

The Governance Committee uses the following procedures to identify and evaluate any individual recommended or offered for nomination to the Board:

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The Governance Committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the Governance Committee from other sources.

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The Governance Committee will consider in each pool of candidates considered for nomination to the Board at least one woman or one member of an “underrepresented population,” meaning a subset of a population that holds a smaller percentage within a significant subgroup than the subset holds in the general population, such as African Americans, American Indians, Alaskan Natives, and Latinx.


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In its evaluation of director candidates, including the members of the Board eligible for re-election, the Governance Committee will consider the following:

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the current size and composition of the Board and the needs of the Board and its respective committees.

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factors such as character, integrity, judgment, diversity of background (including race, national origin, and gender diversity), and experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments, and other similar factors. The Governance Committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors.

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other factors that the Governance Committee may consider appropriate.

The Governance Committee also focuses on issues of diversity, such as diversity in experience, international perspective, background, expertise, skills, age, gender, and ethnicity. The Board believes that it is essential that members of the Board represent diverse viewpoints.

The Governance Committee requires that any nominee for a position on the Board must satisfy the following minimum qualifications:

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the highest personal and professional ethics and integrity;

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proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;

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skills that are complementary to those of the existing Board;

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the ability to assist and support management and make significant contributions to the company’s success; and

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an understanding of the fiduciary responsibilities required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.

If the Governance Committee determines that an additional or replacement director is required, the Governance Committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Governance Committee, the Board, or management.

The Governance Committee has discretion to decide which individuals to recommend for nomination as directors, and the Board has the final authority in determining the selection of director candidates for nomination to the Board. After completing its review and evaluation of director candidates, the Governance Committee and the Board unanimously recommends all nine of the director nominees for election named in this proxy statement.


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Director Independence

To be considered independent for purposes of Rule 10A-3 and Nasdaq rules, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

The Board undertook a review of the independence of our directors and considered whether any director has a material relationship with the company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has determined that each of Messrs. Blaszyk and Brennan, Gen. Clark, Mses. Cohen and Selecky, and Dr. Maxwell, representing six of our nine directors, is independent as that term is defined by the SEC and Nasdaq rules.

In making these determinations, the Board considered the relationships that each non-employee director has with us and all other facts and circumstances the Board deemed relevant in determining their independence, including consulting relationships, family relationships and the beneficial ownership of the company’s capital stock by each non-employee director.

In addition, our Corporate Governance Guidelines require that each independent member of the Board: (i) shall not have and have not been at any time during the past five years, an employee of the company; (ii) shall have received only de minimis remuneration from service as (or compensation paid to an entity the director is an officer of or controls) an advisor, consultant, or legal counsel to the company and/or its senior management for the preceding three years; (iii) shall have no personal service contract(s) with the company or a member of its senior management; and (iv) shall have no business relationships with the company during preceding three years that required the company to make a disclosure under Regulation S-K of the Exchange Act (other than directorship/de minimis remuneration). Also, until January 1, 2024, a majority of the Board must have served as a director less than 10 consecutive years.

Prohibited Trading Activities

Under our Insider Trading Policy, all Board members, employees, consultants and certain other service providers (Service Providers) are prohibited from participating directly or indirectly in transactions involving trading activities in the company’s securities that, by their nature, are aggressive or speculative, or may give rise to an appearance of impropriety. Such Service Providers may not:

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engage in short sales (sales of stock that the seller does not own or a sale that is completed by delivery of borrowed stock) with respect to the company’s securities;

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engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the company’s stock;

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purchase or pledge the company’s on margin or as collateral to secure a loan or other obligation; or

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enter into any derivative or similar transactions with respect to the company’s securities.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past year has served, as a member of the Compensation Committee, or other Board committees performing equivalent functions (or in the absence of any such committee, the entire Board), or as a director of any entity that has one or more executive officers serving on the Compensation Committee or the Board. None of the members of the Compensation Committee during the fiscal year ended December 31, 2021, which included Dr. Maxwell, Mr. Blaszyk and Ms. Selecky has been an officer or employee of the company. Prior to their resignations on March 26, 2021, Frederick W. Driscoll and John C. Thomas, each of whom was an independent director, served on the Compensation Committee and had never been and officer or employee of the company.


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Proposal 2 – Approval of Amendment to Increase the Number of Shares of Common Stock Authorized for Issuance under the 2015 Plan

Approval of Amendment to Increase the Number of Shares of Common Stock Authorized for Issuance under the 2015 Plan

The company’s stockholders are being asked to approve an amendment to the 2015 Plan (as Amended and Restated June 10, 2020), which would increase the number of shares of common stock reserved for issuance under the 2015 Plan by 19,900,000 shares. A copy of the 2015 Plan, as amended by this proposal, is set forth in this proxy statement as Appendix A.

The 2015 Plan is the only equity plan available for the grant of equity awards to employees, directors and consultants of the company. If our stockholders approve the amendment, the total number of shares of our common stock that will be reserved for issuance under the 2015 Plan will be 32,088,415 shares (representing approximately 8.1% of our outstanding common stock as of March 31, 2022) plus any additional shares added pursuant to expiration, termination or forfeiture of outstanding awards under the 2014 Equity Incentive Plan (the 2014 Plan), pursuant to the 2015 Plan’s terms following March 31, 2022. The Compensation Committee and Board considered the following when determining the number of shares to reserve for issuance under the 2015 Plan:

Number of Shares Remaining under the 2015 Plan. As of March 31, 2022, the number of shares available for issuance under the 2015 Plan was 336,274 shares, plus any shares subject to outstanding equity awards granted under the 2014 and 2015 Plans that return to the 2015 Plan due to expiration, termination or forfeiture thereof pursuant to the terms of the 2015 Plan. Any shares made subject to new awards granted under the 2015 Plan between March 31, 2022, and the date the amendment to the 2015 Plan is approved by our stockholders will reduce the shares available for issuance under the 2015 Plan. As of March 31, 2022, (i) options to purchase an aggregate of 7,802,119 shares of the company’s common stock were outstanding under the 2015 Plan, with a weighted average exercise price of $11.33 per share and a weighted average remaining contractual life of 8.4 years; and (ii) options to purchase an aggregate of 503,493 shares of the company’s common stock were outstanding under the 2014 Plan, with a weighted average exercise price of $1.38 per share and a weighted average remaining contractual life of 2.7 years. In addition, as of March 31, 2022, 1,412,245 restricted stock units were outstanding under the 2015 Plan with a weighted average remaining vesting period of 2.4 years.

Overhang. The following table summarizes our current overhang as of March 31, 2022 as well as the overhang, assuming approval of the additional share authorization in this proposal:


	Number of Shares (1) (#)		Common Shares Outstanding (%)

Outstanding stock options		8,819,466		2.2%

Outstanding RSUs		6,149,411		1.5%

Remaining shares available for grant		336,274		0.1%


Total current overhang		15,305,151		3.8%

Proposed increase in share reserve		19,900,000		5.0%


Total overhang after proposed increase in share reserve		35,205,151		8.8%

(1)

The table above includes awards granted under the 2014 and 2015 Plans as well as awards granted by NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) under the Amended and Restated ImmunityBio, Inc. 2015 Stock Incentive Plan (the 2015 NC Plan) that were assumed by the company in connection with the Merger.

Historical Grant Practices. The Compensation Committee and Board considered the number of equity awards that we granted since our initial public offering (IPO). Since our IPO, which was completed in July 2015, we granted equity awards under the 2015 Plan totaling approximately 13.9 million shares through March 31, 2022.


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External Factors. In determining the number of shares to request for approval under the 2015 Plan amendment, the Compensation Committee and the Board also considered various other factors, including the current stock price of the company’s common stock, prior grants made under the plans, and guidance from Mercer, the Compensation Committee’s independent compensation consultant.

After consideration of these factors, the Compensation Committee determined that a 19,900,000 share reserve increase would be appropriate to be able to properly incentivize future and current employees, at least for the immediate term. If stockholders do not approve the proposed 19,900,000 share increase, in order to remain competitive in hiring and retaining high quality employees, it may become necessary to replace components of compensation previously awarded as equity with cash. We do not believe increasing cash compensation to make up for any shortfall in equity compensation would be practical or advisable because we believe that a combination of equity awards and cash compensation provide a more effective compensation strategy than cash alone for attracting, retaining and motivating our employees for the long term and aligning employees’ and stockholders’ interests. In addition, any significant increase in cash compensation in lieu of equity awards could substantially increase our cash operating expenses and increase the negative cash flows from our operations, which could adversely affect our results of operations and could adversely affect our business strategy, including the research and development of innovative new product candidates.

Summary of the 2015 Plan

The Board adopted the 2015 Plan in connection with the company’s IPO. The 2015 Plan permits the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code), to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors and consultants and our subsidiary corporations’ employees and consultants. As of March 31, 2022, we had six non-employee directors and approximately 694 employees, including our employee directors.

Authorized Shares

Subject to adjustment provisions contained in the 2015 Plan, the maximum aggregate number of shares of our common stock that may be issued under the 2015 Plan is (i) 9,500,000 shares, which will be increased to 29,400,000 shares if our stockholders approve this proposed amendment to the 2015 Plan, plus (ii) the sum of (A) any shares that, as of July 27, 2015, the date the company’s shares of common stock were registered pursuant to a registration statement on Form S-1 (the “Registration Date”), were reserved but not issued pursuant to any awards granted under the 2014 Plan, and were not subject to any awards granted thereunder, and (B) any shares subject to stock options or similar awards granted under the 2014 Plan that, on or after the Registration Date, expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2014 Plan that are forfeited to or repurchased by us, with the maximum number of shares to be added to the 2015 Plan pursuant to clauses (A) and (B) equal to 9,197,066. The shares may be authorized, but unissued, or reacquired common stock of the company.

If an award under the 2015 Plan expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited or repurchased due to failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under our 2015 Plan. With respect to stock appreciation rights, the net shares issued will cease to be available under the 2015 Plan and all remaining shares will remain available for future grant or sale under the 2015 Plan. Shares that actually have been issued under the 2015 Plan under any award will not be returned to the 2015 Plan and will not become available for future distribution under the 2015 Plan, provided that if shares issued pursuant to awards of restricted stock, restricted stock units, performance shares or performance units are repurchased by the company or are forfeited to the company, such shares will become available for future grant under the 2015 Plan. Shares used to pay the exercise price of an award or satisfy the tax withholding obligations related to an award will become available for future grant or sale under the 2015 Plan. To the extent an award is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2015 Plan.

In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the company, or other change in the corporate structure of the company affecting the shares occurs, the administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2015 Plan, will adjust the number and class of shares that may be delivered under the 2015 Plan and/or the number, class, and price of shares covered by each outstanding award, and the numerical share limit as provided for in the 2015 Plan.


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Plan Administration

The Board or one or more committees appointed by the Board administers the 2015 Plan. In the case of awards intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the committee will consist of two or more “outside directors” within the meaning of Section 162(m). However, because of a change in the tax laws, as of November 2, 2017, we have not been able to grant awards that would qualify as performance-based compensation under Section 162(m). In addition, if we determine it is desirable to qualify transactions under the 2015 Plan as exempt under Rule 16b-3 of the Exchange Act (Rule 16b-3), such transactions will be structured to satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of the 2015 Plan, the administrator has the power to administer the plan, including but not limited to, the power to interpret the terms of the 2015 Plan and awards granted under it, to create, amend and revoke rules relating to the 2015 Plan, including creating sub-plans, and to determine the terms of the awards, including the exercise price, the number of shares subject to each such award, the exercisability of the awards and the form of consideration, if any, payable upon exercise. The administrator also has the authority to amend existing awards to reduce or increase their exercise price, to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange program by which outstanding awards may be surrendered in exchange for awards of the same type which may have a higher or lower exercise price or different terms, awards of a different type and/or cash.

Stock Options

Stock options may be granted under the 2015 Plan. The exercise price of options granted under the 2015 Plan must at least be equal to the fair market value of our common stock on the date of grant. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for three months following the termination of service. However, in no event may an option be exercised later than the expiration of its term. Subject to the provisions of the 2015 Plan, the administrator determines the other terms of options.

Stock Appreciation Rights

Stock appreciation rights may be granted under the 2015 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her stock appreciation rights agreement. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of the 2015 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Restricted Stock

Restricted stock may be granted under the 2015 Plan. Restricted stock awards are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee, director or consultant and, subject to the provisions of the 2015 Plan, will determine the terms and conditions of such awards. The administrator may impose whatever conditions for lapse of the restriction on the shares it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to the restriction, unless the administrator provides otherwise. Shares of restricted stock as to which the restrictions have not lapsed are subject to our right of repurchase or forfeiture.


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Restricted Stock Units

Restricted stock units may be granted under the 2015 Plan. Restricted stock units are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. Subject to the provisions of the 2015 Plan, the administrator will determine the terms and conditions of restricted stock units, including the vesting criteria (which may include accomplishing specified performance criteria or continued service to us) and the form and timing of payment. Notwithstanding the foregoing, the administrator, in its sole discretion, may accelerate the time at which any restricted stock units will vest.

Performance Units and Performance Shares

Performance units and performance shares may be granted under the 2015 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will establish organizational or individual performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall have an initial dollar value established by the administrator prior to the grant date. Performance shares shall have an initial value equal to the fair market value on the grant date. The administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares or in some combination.

Non-employee Directors

The 2015 Plan provides that all non-employee directors are eligible to receive all types of awards (except for incentive stock options) under the 2015 Plan. The 2015 Plan provides that in any given fiscal year, a non-employee director may not receive awards greater than 175,000 shares, which limit is increased to 300,000 shares in connection with awards granted in the fiscal year of his or her initial service as a non-employee director. The 2015 Plan further provides that, in the event of a change in control, as defined in the 2015 Plan, each outstanding equity award granted under the 2015 Plan that is held by a non-employee director will fully vest, all restrictions on the shares subject to such award will lapse, and with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all of the shares subject to such award will become fully exercisable, if applicable.

Non-transferability of Awards

Unless the administrator provides otherwise, the 2015 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime. If an award recipient ceases to be a service provider (as defined in the 2015 Plan) due to disability or death, the participant, his or her estate or beneficiary can exercise any vested awards outstanding for 12 months following the recipient’s termination due to death or disability.

Change in Control

The 2015 Plan provides that in the event of a change in control, as defined under the 2015 Plan, each outstanding award will be treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on the shares subject to such award will lapse, all performance goals or other vesting criteria applicable to the shares subject to such award will be deemed achieved at 100% of target levels and all of the shares subject to such award will become fully exercisable, if applicable, for a specified period prior to the transaction. In addition, if an option or stock appreciation right is not assumed or substituted for, the administrator will notify the participant in writing or electronically that the option or stock appreciation right will be exercisable for a period of time determined by the administrator, in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period. The award will then terminate upon the expiration of the specified period of time.

Amendment or Termination

The administrator will have the authority to amend, suspend or terminate the 2015 Plan, provided such action will not impair the existing rights of any participant. The 2015 Plan will automatically terminate in 2025, unless we terminate it sooner.


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Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2015 Plan. The summary is based on existing U.S. laws and regulations as of April 18, 2022, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

Incentive Stock Options

A participant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an option that qualifies as incentive stock option under Section 422 of the Code. If a participant exercises the option and then later sells or otherwise disposes of the shares acquired through the exercise of the option after both the two-year anniversary of the date the option was granted and the one-year anniversary of the exercise, the participant will recognize a capital gain or loss equal to the difference between the sale price of the shares and the exercise price, and we will not be entitled to any deduction for federal income tax purposes.

However, if the participant disposes of such shares either on or before the two-year anniversary of the date of grant or on or before the one-year anniversary of the date of exercise (a “disqualifying disposition”), any gain up to the excess of the fair market value of the shares on the date of exercise over the exercise price generally will be taxed as ordinary income, unless the shares are disposed of in a transaction in which the participant would not recognize a gain (such as a gift). Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the participant upon the disqualifying disposition of the shares generally should be deductible by us for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year of exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the shares or provide certain basis adjustments or tax credits for purposes of the alternative minimum tax rules.

Nonstatutory Stock Options

A participant generally recognizes no taxable income as a result of the grant of such an option. However, upon exercising the option, the participant normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of the shares acquired by the exercise of a nonstatutory stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss. No tax deduction is available to us with respect to the grant of a nonstatutory stock option or the sale of the shares acquired through the exercise of the nonstatutory stock option.

Stock Appreciation Rights

In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares will be taxed as capital gain or loss.

Restricted Stock Awards

A participant acquiring shares of restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Code to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.


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Restricted Stock Unit Awards

There are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the administrator or a participant. Any additional gain or loss recognized upon any later disposition of any shares received will be taxed as capital gain or loss.

Performance Shares and Performance Unit Awards

A participant generally will recognize no income upon the grant of a performance share or a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or unrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Section 409A

Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2015 Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

Tax Effect for the Company

We generally will be entitled to a tax deduction in connection with an award under the 2015 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option) except to the extent such deduction is limited by applicable provisions of the Code. Special rules limit the deductibility of compensation paid to the company’s chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND IMMUNITYBIO WITH RESPECT TO AWARDS UNDER THE 2015 PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.


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Number of Awards Granted to Employees, Directors and Consultants

The number of awards that an employee, director, or consultant may receive under the 2015 Plan is at the discretion of the administrator and therefore cannot be determined in advance. The following table sets forth: (i) the aggregate number of shares of common stock subject to options granted under the 2015 Plan during the fiscal year ended December 31, 2021 to each of our named executive officers; all executive officers, as a group; all directors who are not executive officers, as a group; and all employees who are not executive officers, as a group; (ii) the average per share exercise price of such options; (iii) the aggregate number of shares subject to restricted stock units granted under the 2015 Plan during the fiscal year ended December 31, 2021 to each of our named executive officers; all executive officers, as a group; all directors who are not executive officers, as a group; and all employees who are not executive officers, as a group; and (iv) the grant date value of option and restricted stock unit awards granted under the 2015 Plan during the fiscal year ended December 31, 2021.


Name of Individual or Group	Shares Subject to Options Granted (#)		Average Per Share Exercise Price of Options Granted ($)		Shares Subject to Stock Awards Granted (#)		Grant Date Fair Value of Option and Stock Awards ($) (1)

Richard Adcock		750,000		23.72		572,420		27,842,123
David Sachs		—		—		169,231		4,303,544
Patrick Soon-Shiong		26,064		14.91		—		300,571
All executive officers, as a group		776,064		23.42		804,742		32,805,857
All directors who are not executive officers, as a group		243,876		15.75		—		3,003,171
All employees who are not executive officers, as a group		50,000		17.24		7,861,200		183,127,278

(1)	Amounts shown represent the grant date fair value of option and RSU awards determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (ASC Topic 718), Stock Compensation.

As of April 18, 2022, the closing price of the company’s common stock was $4.76 per share.

Required Vote

Approval of an amendment of ImmunityBio, Inc.’s 2015 Equity Incentive Plan requires the affirmative “FOR” vote of a majority of the shares present live via the Internet or represented by proxy at the Annual Meeting and entitled to vote on the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes will not affect the outcome of voting on this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO THE IMMUNITYBIO, INC. 2015 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK AUTHORIZED FOR ISSUANCE BY 19,900,000 SHARES.


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EXECUTIVE COMPENSATION

Our Current Named Executive Officers

The names of our executive officers, their ages, and their positions with the company as of April 29, 2022 are set forth below. There are no family relationships among any of our directors or executive officers.

Richard Adcock. Please see “Election of Directors—Director Biographies.”

David Sachs has served as our Chief Financial Officer since March 2021. He previously served as the chief financial officer of ImmunityBio, Inc. (a private company and an affiliate of Dr. Soon-Shiong) from July 2019 to March 2021. He also served as chief financial officer of Integrity Healthcare, LLC (a NantWorks subsidiary and an affiliate of Dr. Soon-Shiong) from February 2018 to August 2020. From April 2011 to June 2019, he held various executive positions at NantWorks and its subsidiaries, including serving as chief financial officer of NantHealth, Inc. from 2013 to 2015. Prior to NantWorks, he served in business development roles at Celgene Corporation and Abraxis BioScience and as an investment banker with Bank of America Merrill Lynch. Mr. Sachs received his B.A. in Economics from the University of California at Los Angeles and his M.B.A. in Finance and Strategy from the UCLA Anderson School of Management.

Patrick Soon-Shiong, M.D., FRSC (C), FACS. Please see “Election of Directors—Director Biographies.” Dr. Soon-Shiong was appointed Global Chief Scientific and Medical Officer and became an executive officer of the company in August 2021.

Certain Proceedings

On August 31, 2018, Verity Health and certain affiliates filed a voluntary petition for protection under Chapter 11 of the United States Bankruptcy Code, for which a patient care ombudsman was appointed. Mr. Adcock served as chief executive officer of Verity Health from January 2018 to September 2020.

Processes and Procedures for Executive Compensation

The Compensation Committee assists the Board in discharging the Boards’ responsibilities relating to oversight of the compensation of the company’s chief executive officer and other executive officers, including reviewing and approving, or making recommendations to the Board with respect to, the compensation, plans, policies and programs for the chief executive officer and other executive officers and administering the equity compensation plans for the company’s executive officers and employees.

The Compensation Committee annually reviews the compensation, plans, policies and programs for the chief executive officer and our other executive officers. In connection therewith, the Compensation Committee considers, among other things, each executive officer’s performance in light of established individual and corporate goals and objectives and the recommendations of the chief executive officer. In particular, the Compensation Committee considers the recommendations of the company’s chief executive officer when reviewing base salary and incentive performance compensation levels of executive officers and when setting specific individual and corporate performance targets under our annual incentive bonus plan for executive officers. The company’s Chief Executive Officer has no input and is not present during voting or deliberations about his or her compensation. The Compensation Committee may delegate its authority to a subcommittee, but it may not delegate any power or authority required by agreement, law, regulation or listing standard to be exercised by the Compensation Committee as a whole.


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Consistent with the prior year, the Compensation Committee engaged Mercer as an independent outside compensation consultant to perform compensation advisory services during 2021 and to provide information, recommendations and other advice relating to director and executive compensation. Mercer served and continues to serve at the discretion of the Compensation Committee. The Compensation Committee has reviewed the independence of Mercer’s advisory role relative to the consultant independence factors adopted by the SEC to guide listed companies in determining the independence of their compensation consultants, legal counsel and other advisors. Following its review, the Compensation Committee determined that no conflict of interest arose from the work performed by Mercer during the fiscal year ended December 31, 2021.

Employment Arrangements with Our Current Named Executive Officers

Richard Adcock

On October 20, 2020, we entered into an Offer of Employment letter with Mr. Adcock pursuant to which he agreed to serve as the company’s Chief Executive Officer in consideration for an annual base salary of $750,000. Mr. Adcock will be eligible to participate in the company’s annual discretionary bonus plan. His discretionary target bonus is 50% of his annual base salary (i.e., $375,000) prorated to reflect the partial year of his employment with the company during the fiscal year ended December 31, 2020, and he was guaranteed a bonus for calendar year 2021 of at least 50% of his discretionary target bonus (i.e., $187,500). In order to receive any bonus payment, Mr. Adcock must remain continuously employed through, and still be employed by the company on, the date any such bonus is paid. As of April 29, 2022, Mr. Adcock’s current annual base salary is $796,000.

Mr. Adcock is eligible to participate in any regular health insurance, retirement, and other benefit plans established by the company for its employees from time to time. The company will also reimburse Mr. Adcock for costs associated with his two current life insurance policies.

Pursuant to his Offer of Employment letter, in February 2021 the Compensation Committee granted Mr. Adcock the following equity awards (which were modified from the recommended equity grant described in the Offer of Employment letter dated October 20, 2020):

•

a stock option to purchase 750,000 shares pursuant to the 2015 Plan at an exercise price of $23.72 per share, the closing price as reported on the Nasdaq on February 5, 2021, the date of grant. The option award vests according to the following schedule: one-third of the award (i.e., 250,000 options) shall vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to Mr. Adcock remaining in “continuous service” (as defined in the 2015 Plan) through the applicable vesting dates; and

•

an equity award totaling 400,000 RSUs pursuant to the 2015 Plan. The RSU award is comprised of two separate awards, one settled by issuing 150,000 shares of the company’s common stock and the other to be settled by issuing 250,000 shares of the company’s common stock upon vesting. The first RSU award fully vested on February 5, 2021, and the second RSU award will vest according to the following schedule: one-third (i.e., 83,333) of the shares subject to the RSU award shall vest in equal annual installments on each of the first, second and third anniversaries of grant date, such that all shares shall be fully vested on the third anniversary of the grant date, subject to Mr. Adcock remaining in “continuous service” (as defined in the 2015 Plan) through the applicable vesting dates.

On March 9, 2021, the company assumed 172,420 RSUs granted to Mr. Adcock under the 2015 NC Plan prior to the Merger. The RSU award vests as follows: five percent vested on September 9, 2021 (the six-month anniversary of the closing date of the Merger); five percent of the RSUs (rounded down to the nearest whole share) will vest on the earlier of (A) December 31, 2022 and (B) the 60th day following approval by the Food and Drug Administration (FDA) of a biologics license application (BLA) or equivalent application for approval of Anktiva^™ for use in the treatment of non-muscle invasive bladder cancer; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2023; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2024; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2025; and the remaining RSUs will vest on December 31, 2026, subject to Mr. Adcock remaining in “continuous service” (as defined in the 2015 NC Plan) through the applicable vesting dates.

If Mr. Adcock’s employment is terminated without “cause” (as such term is defined in his Offer of Employment letter), he will receive a single cash payment equal to 12 months of his then-current annual base salary, less all applicable federal, state, and local withholdings and deductions. Such payment will be made within 2.5 months following the date on which termination occurs, subject to his timely execution and non-revocation of a release of claims in a form reasonably satisfactory to the company.


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David Sachs

On August 3, 2020, NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) entered into an Offer of Employment letter with Mr. Sachs, who previously provided services through a shared services agreement with NantWorks, as its chief financial officer. In connection with the Merger, Mr. Sachs became the company’s Chief Financial Officer effective March 9, 2021. Pursuant to the terms of his Offer of Employment Letter, Mr. Sachs received an annual base salary of $387,000. Mr. Sachs is eligible to receive a discretionary target bonus of 50% of his then-current annual base salary, upon the achievement of certain performance targets to be determined by the Board in its sole discretion. In order to receive any bonus payment, Mr. Sachs must remain continuously employed through, and still be employed by the company on, the date any such bonus is paid. As of April 29, 2022, Mr. Sachs current annual base salary is $532,000.

Mr. Sachs is eligible to participate in any regular health insurance, retirement, and other benefit plans established by the company for its employees from time to time.

On March 9, 2021, the company assumed 169,231 RSUs granted to Mr. Sachs under the 2015 NC Plan prior to the Merger. The RSU award is comprised of two separate awards, one to be settled by issuing 17,242 shares of the company’s common stock and the other to be settled by issuing 151,989 shares of the company’s common stock upon vesting. The first RSU award fully vested on December 9, 2021 (the nine-month anniversary of the closing date of the Merger), and the second RSU award vests according to the following schedule: 5% of the remaining 151,989 RSUs (rounded down to the nearest whole share) vested on September 9, 2021 (the six-month anniversary of the closing date of the Merger); 5% of the RSUs (rounded down to the nearest whole share) will vest on the earlier of (A) December 31, 2022 and (B) the 60th day following approval by the FDA of a BLA or equivalent application for approval of Anktiva for use in the treatment of non-muscle invasive bladder cancer; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2023; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2024; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2025; and the remaining RSUs will vest on December 31, 2026, subject to Mr. Sachs remaining in “continuous service” (as defined in the 2015 NC Plan) through the applicable vesting dates.

Mr. Sachs is also eligible for a severance payment if the company terminates his employment without “cause” or if he resigns for “good reason” (each as defined in his Offer of Employment Letter) (the Severance Payment). The Severance Payment will be equal to: (i) 83.33% of his then-current base salary (i.e., 10 months of severance) plus (ii) a prorated bonus paid out at 100% of his target annual bonus (i.e., the target 50% bonus) for the calendar year in which the termination occurs, less all applicable federal, state, and local withholdings and deductions. Such payment will be made within 60 days following the date on which termination occurs, subject to his timely execution and non-revocation of a release of claims in a form reasonably satisfactory to the company.

Patrick Soon-Shiong

On August 11, 2021, the Board appointed Dr. Soon-Shiong as Global Chief Scientific and Medical Officer. In connection with his appointment, the Compensation Committee approved a base salary of $600,000 per year. Dr. Soon-Shiong is eligible to receive an annual discretionary target bonus of up to 50% of his then-current annual base salary, upon the achievement of certain performance targets as determined by the Compensation Committee or the Board in its sole discretion. As an employee of the company, he does not continue to receive compensation for his service as a director under the company’s Director Compensation Program. As of April 29, 2022, Dr. Soon-Shiong’s current annual base salary is $621,000.

Dr. Soon-Shiong is eligible to participate in any regular health insurance, retirement, and other benefit plans established by the company for its employees from time to time.


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Merger or Change in Control

2014 Equity Incentive Plan

The 2014 Executive Incentive Plan (2014 Plan) provides that in the event of a merger or change in control, as defined in the 2014 Plan, each then outstanding option and stock appreciation right will automatically become fully vested, all restricted shares then outstanding will automatically fully vest free of restrictions, and each other award granted under the 2014 Plan that is then outstanding will automatically become vested and payable to the holder of such award unless the administrator has made appropriate provision for the substitution, assumption, exchange or other continuation of the award pursuant to the change in control. Notwithstanding the foregoing, the administrator, in its sole and absolute discretion, may choose (in an award agreement or otherwise) to provide for full or partial accelerated vesting of any award upon a change in control (or upon any other event or other circumstance related to the change in control, such as an involuntary termination of employment occurring after such change in control, as the administrator may determine), irrespective of whether any such award has been substituted, assumed, exchanged or otherwise continued pursuant to the change in control.

Any award that has been accelerated in connection with a change in control pursuant to the preceding paragraph will terminate upon such event, subject to any provision made by the administrator for the survival, substitution, assumption, exchange, or other continuation of such award. Holders of options and stock appreciation rights will be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise their outstanding awards. The administrator may make provision for payment in cash or property or both in respect of awards terminated in connection with a change in control.

2015 Equity Incentive Plan

The 2015 Plan provides that in the event of a merger or change in control, as defined under the 2015 Plan, each then outstanding award will be treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on the shares subject to such award will lapse, all performance goals or other vesting criteria applicable to the shares subject to such award will be deemed achieved at 100% of target levels and all of the shares subject to such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time.

2015 NantCell Stock Incentive Plan

The 2015 NC Plan provides that in the event of a corporate transaction, as defined in the 2015 NC Plan, each outstanding award will terminate effective upon the consummation of such corporate transaction, except to the extent assumed or replaced in connection with such corporate transaction. The administrator may provide that awards granted under the 2015 NC Plan become vested and exercisable in connection with such a corporate transaction and release such awards from restrictions on transfer and repurchase or forfeiture rights.

Other Compensation Policies

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), generally limits the amount a public company may deduct for federal income taxes purposes for compensation paid to its chief executive officer, chief financial officer, and certain other executive officers up to $1 million per executive office per year, subject to certain exceptions. Prior to our becoming a public company, the Board had not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation for the covered executive officers. As a publicly-traded company, the Compensation Committee is mindful of the benefits of full deductibility of compensation, and intends to operate our executive compensation program to be most efficient and effective for our stockholders, which may include compliance with Section 162(m) of the Code.

The Compensation Committee believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.


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Taxation of Nonqualified Deferred Compensation

Section 409A of the Code requires that amounts that qualify as “nonqualified deferred compensation” satisfy requirements with respect to the timing of deferral elections, timing of payments, and certain other matters. Generally, the Compensation Committee intends to administer our executive compensation program and design individual compensation components, as well as the compensation plans and arrangements for our employees generally, so that they are either exempt from, or satisfy the requirements of, Section 409A. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A.

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to additional excise taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax.

Accounting for Stock-Based Compensation

The Compensation Committee takes accounting considerations into account when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC Topic 718, the standard which governs the accounting treatment of stock-based compensation awards.

ASC Topic 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our common stock and restricted stock unit awards covering shares of our common stock to our executive officers, based on their fair values. With respect to stock options, the application of ASC Topic 718 involves significant amounts of judgment in the determination of inputs into the Black-Scholes valuation model that we use to determine the fair value of stock options. These inputs are based upon assumptions as to the volatility of the underlying stock, risk free interest rates, and the expected life (term) of the options. As required under accounting principles generally accepted in the United States of America (U.S. GAAP), we review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously.

ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our statement of operations over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule). The grant date fair value is reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

Executive Compensation Clawback Policy

The Board has adopted a clawback policy. All bonus, and equity and non-equity incentive plan compensation (Bonus Compensation) awarded by the company is subject to this clawback policy. The policy provides that if the company restates its financial statements filed pursuant to the Exchange Act as a result of a material error in such financial statements or due to material non-compliance with any reporting requirements (any of the foregoing, a Misreporting Event), and no more than three fiscal years have elapsed from the original filing date of the financial statements upon which such Bonus Compensation was calculated or determined, then a committee of the Board consisting of only independent directors determines, in their business judgment, that (i) fraud or an illegal act by a participant caused the Misreporting Event that led to the restatement of the financial statements at issue and (ii) it would be in the best interests of the company to seek from such participant recovery of the Bonus Compensation they earned over the prior three years over what they would have earned if there had not been a material non-compliance in the financial statements.


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Executive Compensation Tables

Summary Compensation Table

The following table provides information regarding the compensation of our principal executive officer, principal financial officer, and our next two most highly compensated executive officer during the fiscal year ended December 31, 2021, together referred to as our “named executive officers,” for the fiscal years ended December 31, 2021 and 2020. Our named executive officers are our only executive officers.


Name and Principal Position (a)	Year (b)	Salary ($) (2) (c)		Bonus ($) (3) (d)		Stock Awards ($) (4) (e)		Option Awards ($) (5) (f)		Non-Equity Incentive Plan Compensation ($) (6) (g)		All Other Compensation ($) (7) (i)		Total ($) (j)
Richard Adcock	2021		765,144		57,656		13,872,641		13,969,483		269,063		82,740		29,016,727
Chief Executive Officer and President	2020		141,347		67,808		—		—		—		1,731		210,886
David Sachs	2021		423,451		35,625		4,303,544		—		166,250		7,807		4,936,677
Chief Financial Officer	2020		442,999		193,500		—		—		—		7,097		643,596
Chief Financial Officer
Patrick Soon-Shiong	2021		237,692		45,000		—		300,571		210,000		46,604		839,867
Global Chief Scientific and Medical	2020		523,477		100,170		—		—		—		20,367		644,014
Officer (1)

(1)

Dr. Soon-Shiong became an executive officer of the company as of August 11, 2021 upon his appointment as Global Chief Scientific and Medical Officer. He previously served as the company’s Chief Executive Officer until he resigned from this position as of October 26, 2020, and Mr. Adcock assumed the position of Chief Executive Officer.

(2)

Amounts shown in Column (c) for the fiscal year ended December 31, 2021 reflect the base salary earned during the year, including salary increases effective during the year, if any. For Dr. Soon-Shiong, the amount reflects the base salary earned from August 11, 2021, when he was appointed by the Board as the company’s Global Chief Scientific and Medical Officer. Dr. Soon-Shiong continues to serve as the Executive Chairman of the Board. Effective as of August 11, 2021, he no longer receives compensation or equity awards in connection with his service on the Board as he is an employee of the company.

(3)	Amounts shown in Column (d) for the fiscal year ended December 31, 2021 reflect discretionary cash bonuses awarded by the Compensation Committee (15% of target) for accomplishments in 2021 that were paid in 2022.

Amounts shown in Column (d) for the fiscal year ended December 31, 2020 reflect discretionary cash bonuses awarded by the Compensation Committee (100% of target) in connection with the closing of the Merger that were paid in 2021.

(4)	Amounts shown for Column (e) for the fiscal year ended December 31, 2021 reflect the grant date fair value of RSU awards as determined in accordance with ASC Topic 718. See “Grants of Plan-Based Awards” table for information on how these amounts were determined.

(5)	Amounts shown for Column (f) for the fiscal year ended December 31, 2021 reflect the grant date fair value of stock option awards as determined in accordance with ASC Topic 718. See “Grants of Plan-Based Awards” table for information on how these amounts were determined.

(6)	Amounts shown in Column (g) for the fiscal year ended December 31, 2021 reflect performance-based cash bonuses earned (70% of target) that were paid in 2022. See “2021 Executive Bonus Plan” for information on how these amounts were determined.

(7)	See “All Other Compensation—Other Compensation and Perquisites” below for a description of amounts received by our named executive officers for the fiscal year ended December 31, 2021.


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All Other Compensation–Other Compensation and Perquisites

The following table provides the detail of all other compensation provided to our named executive officers for the fiscal year ended December 31, 2021:


Name	Company Contributions to Retirement Plans (1) ($)		Director Fees Earned (2) ($)		Reimbursement of Personal Life Insurance Premiums (3) ($)		Total ($)
Richard Adcock		8,700		—		74,040		82,740
David Sachs		7,807		—		—		7,807
Patrick Soon-Shiong		—		46,604		—		46,604

(1)	Amounts shown represent employer contributions made to the company’s 401(k) plan for our named executive officers.

(2)	Amount shown represents director fees earned by Dr. Soon-Shiong for the period from January 1, 2021 through August 10, 2021 during which he was not an employee of the company.

(3)	Amount shown represents reimbursement of premiums associated with Mr. Adcock’s personal life insurance policies pursuant to the terms of his Offer of Employment letter dated October 20, 2020 and related tax gross up.

Grants of Plan-Based Awards

The following table sets forth summary information regarding grants of plan-based awards made to our named executive officers for the fiscal year ended December 31, 2021:


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name (a)	Grant Date (b)		Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)		All Other Stock Awards: Number of Shares of Stock or Units (#) (i)		All Other Option Awards: Number of Securities Underlying Options (#) (j)		Exercise or Base Price of Option Awards ($/Share) (k)		Grant Date Fair Value of Stock and Option Awards ($) (l)

Richard Adcock	8/9/2021	(1)		—		384,375		—

	2/5/2021	(2)								400,000		—		—		9,488,000

	2/5/2021	(3)										750,000		23.72		13,969,483

	3/4/2021	(4)								172,420		—		—		4,384,641

David Sachs	8/9/2021	(1)		—		237,500		—

	3/4/2021	(5)								169,231		—		—		4,303,544

Patrick Soon-Shiong	8/9/2021	(1)		—		300,000		—
Patrick Soon-Shiong	6/10/2021	(6)										26,064		14.91		300,571

(1)

Amounts shown in Column (d) represent performance-based cash awards granted under the company’s performance bonus plan shown at 100% of target calculated as follows: for Mr. Adcock, 50% of his annual salary ($768,750); for Mr. Sachs, 50% of his annual salary ($475,000); and Dr. Soon-Shiong, 50% of his annual salary ($600,000). The company’s non-equity incentive plan does not have a threshold or maximum payout. See “2021 Executive Bonus Plan” for additional information.

(2)

Amount shown in Column (i) represents awards totaling 400,000 RSUs granted to Mr. Adcock by the Compensation Committee of the Board pursuant to the 2015 Plan. The RSU award is comprised of two separate awards, one settled by issuing 150,000 shares of the company’s common stock and the other to be settled by issuing 250,000 shares of the company’s common stock upon vesting. The first RSU award fully vested on February 5, 2021 with the company retaining shares equal in value to the company’s tax withholding obligations, and the second RSU award will vest according to the following schedule: one-third (i.e., 83,333) of the shares subject to the RSU award shall vest in equal annual installments on each of the first, second and third anniversaries of grant date, such that all shares shall be fully vested on the third anniversary of the grant date, subject to Mr. Adcock remaining in “continuous service” (as defined in the 2015 Plan) through the applicable vesting dates.

Amount shown in Column (l) represents the grant date fair value of the RSU awards determined in accordance with ASC Topic 718 based on the number of RSUs granted multiplied by $23.72, the closing price of the company’s common stock as reported on the Nasdaq on February 5, 2021, the date of grant.


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This grant of this equity award was made to Mr. Adcock in connection with his appointment as Chief Executive Officer, which was effective as of October 26, 2020, and was modified from the recommended equity grant described in his Offer of Employment letter dated October 20, 2020.

(3)

Amount shown in Column (j) represents an option to purchase 750,000 shares of the company’s common stock granted to Mr. Adcock by the Compensation Committee of the Board pursuant to the 2015 Plan at an exercise price of $23.72 per share, the closing price as reported on the Nasdaq on February 5, 2021, the date of grant. The option award vests according to the following schedule: one-third of the award (i.e., 250,000 options) shall vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to Mr. Adcock remaining in “continuous service” (as defined in the 2015 Plan) through the applicable vesting dates.

Amount shown in Column (l) represents the grant date fair value of stock options granted determined in accordance with ASC Topic 718 using the Black-Scholes option pricing model with the following key assumptions: risk-free interest rate of 0.8%; expected life of 6.0 years; expected volatility of the price of our common stock of 100.5%; expected dividend yield of 0.0%; and an exercise price of $23.72 per share, the closing price as reported on the Nasdaq on February 5, 2021, the date of grant.

(4)

Amount shown in Column (i) represents an RSU award that was granted to Mr. Adcock on March 4, 2021 under the 2015 NC Plan prior to the Merger. On March 9, 2021, in connection with the closing of the Merger, the NantCell RSUs were assumed by the company and converted into 172,420 RSUs of the company on the same terms and conditions as immediately prior to the Merger. The RSU award vests as follows: 5% vested on September 9, 2021 (the six-month anniversary of the closing date of the Merger); 5% of the RSUs (rounded down to the nearest whole share) will vest on the earlier of (A) December 31, 2022 and (B) the 60th day following approval by the U.S. Food and Drug Administration (FDA) of a biologics license application (BLA) or equivalent application for approval of Anktiva^™ for use in the treatment of non-muscle invasive bladder cancer; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2023; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2024; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2025; and the remaining RSUs will vest on December 31, 2026, subject to Mr. Adcock remaining in “continuous service” (as defined in the 2015 NC Plan) through the applicable vesting dates.

Amount shown in Column (l) represents the grant date fair value of the RSU award estimated based on a third-party valuation as of the March 4, 2021 grant date, which was derived primarily from the estimated probabilities the closing of the Merger on March 9, 2021 and other exit assumptions.

(5)

Amount shown in Column (i) represents two separate RSU awards that were granted to Mr. Sachs on March 4, 2021 under the 2015 NC Plan prior to the Merger. On March 9, 2021, in connection with the closing of the Merger, the NantCell RSUs were assumed by the company and converted into 169,231 RSUs of the company on the same terms and conditions as immediately prior to the Merger. The RSU award is comprised of two separate awards, one to be settled by issuing 17,242 shares of the company’s common stock and the other to be settled by issuing 151,989 shares of the company’s common stock upon vesting. The first RSU award fully vested on December 9, 2021 (the nine-month anniversary of the closing date of the Merger), and the second RSU award vests according to the following schedule: 5% of the remaining 151,989 RSUs (rounded down to the nearest whole share) vested on September 9, 2021 (the six-month anniversary of the closing date of the Merger); 5% of the RSUs (rounded down to the nearest whole share) will vest on the earlier of (A) December 31, 2022 and (B) the 60th day following approval by the FDA of a BLA or equivalent application for approval of Anktiva for use in the treatment of non-muscle invasive bladder cancer; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2023; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2024; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2025; and the remaining RSUs will vest on December 31, 2026, subject to Mr. Sachs remaining in “continuous service” (as defined in the 2015 NC Plan) through the applicable vesting dates.

Amount shown in Column (l) represents the grant date fair value of the RSU awards estimated based on a third-party valuation as of the March 4, 2021 grant date, which was derived primarily from the estimated probabilities the closing of the Merger on March 9, 2021 and other exit assumptions.

(6)

Amount shown in Column (j) represents a stock option award made to Dr. Soon-Shiong upon his re-election to the Board on June 10, 2021, prior to his rejoining as an employee of the company as its Global Chief Scientific and Medical Officer. The shares subject to the award will vest 100% on the earlier to occur of June 10, 2022 or the date immediately preceding the 2022 Annual Meeting, subject to Dr. Soon-Shiong continuing to be a “service provider” (as defined in the 2015 Plan) through the applicable vesting date. This grant was made in connection with the re-election of Dr. Soon-Shiong to the Board at the 2021 annual meeting of stockholders.

Amount shown in Column (l) represents the grant date fair value of stock options granted determined in accordance with ASC Topic 718 using the Black-Scholes option pricing model with the following key assumptions: risk-free interest rate of 0.8%; expected life of 5.5 years; expected volatility of the price of our common stock of 102.0%; expected dividend yield of 0.0%; and an exercise price of $14.91 per share, the closing price as reported on the Nasdaq on June 10, 2021, the date of grant.


ImmunityBio, Inc.		32		2022 Proxy Statement

2021 Executive Bonus Plan

Each of our named executive officers participated in the company’s performance bonus plan during the fiscal year ended December 31, 2021 (the 2021 Executive Bonus Plan). The 2021 Executive Bonus Plan is a sub-plan of the company’s Executive Incentive Compensation Plan. For the fiscal year ended December 31, 2021, each named executive officer’s target bonus opportunity under the 2021 Executive Bonus Plan was equal to 50% of the named executive officer’s current annual base salary as of December 31, 2021.

Bonuses awarded under the 2021 Executive Bonus Plan were determined by the Compensation Committee based upon the achievement of certain financial and operational performance measures as described in the table below, including the relative weighting:


Category	Metric	Weighting
Financial Measure:	Cash, cash equivalents and marketable securities as of December 31, 2020, plus cash raised from equity and/or debt during the fiscal year ended December 31, 2021, minus net cash used in operating activities during the fiscal year ended December 31, 2021, is greater than or equal to $1.00.	50%
Operational Measures:
	Submit a BLA to the FDA for Anktiva plus BCG for BCG-unresponsive NMIBC CIS by December 31, 2021.	20%
	Full enrollment of the number of planned participants in Cohort C (third-line or greater) of the company’s Phase 2 pancreatic cancer clinical trial (QUILT 88) during calendar year 2021.	10%
	Approval from Lung Cancer Master Protocol (Lung-MAP) of a Phase 3 non-small cell lung cancer clinical trial with first patient on study during calendar year 2021.	10%
	Approval from the South African Health Products Regulatory Authority (SAHPRA) to proceed with the company’s SISONKE T-Cell Universal Boost trial (COVID 4.010) and first patient enrolled during calendar year 2021.	10%

During the first quarter of 2022, the Compensation Committee evaluated the company’s achievement of the 2021 performance measures. The Compensation Committee determined whether the company had achieved the specific goals in each category, management’s self-assessment, and the overall corporate performance for the fiscal year ended December 31, 2021. Ultimately, certain of the performance goals were achieved, and others were not. Specifically, the Compensation Committee determined that the Financial Measure was achieved, as the company successfully raised capital and other sources of cash during the fiscal year ended December 31, 2021 sufficient to fund its operations and growth, with net cash used in operating activities totaling $274.4 million being more than offset by net proceeds from debt financings totaling $338.5 million and net proceeds from equity offerings totaling $164.5 million plus $97.0 million of cash, cash equivalents and marketable securities (including current and noncurrent portions) as of December 31, 2020. In addition, the Compensation Committee determined that the following Operational Measures were achieved: Cohort C trial (QUILT 88) and the Sisonke Boost Trial (COVID-4.010), as announced in press releases issued by the company prior to the end of the fiscal year ended December 31, 2021. The Compensation Committee determined that the remaining Operational Measures, including the BLA submission and Lung-MAP enrollment measures, were not achieved as of December 31, 2021. Based on these considerations, the Compensation Committee determined that the actual achievement of the pre-established performance measures pursuant to the 2021 Executive Bonus Plan was 70% of target.

Notwithstanding the actual achievement at 70% of target, in consideration of the extraordinary effort of senior management, including the named executive officers, in connection with post-closing integration following the Merger, the company’s additional accomplishments over the course of the year to position the company for future progression and success, and the progress made toward ultimate achievement of the goals that had not been achieved as of the fiscal year ended December 31, 2021, the Compensation Committee used its discretion to award an incremental 15% of target bonus payouts to the named executive officers, such that the aggregate amount of the actual payout under the 2021 Executive Bonus Plan including the discretionary component would be equivalent to 85% of target.


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In consideration of the above, the target and actual amounts of payments to named executive officers for the fiscal year ended December 31, 2021 under the 2021 Executive Bonus Plan were as follows:


Name	Target Bonus Amount ($)		Bonus Amount Based on Achievement of Performance Objectives (70% of Target) ($)		Discretionary Bonus Amount (15% of Target) ($)		Actual Bonus Payout (85% of Target) ($)

Richard Adcock		384,375		269,063		57,656		326,719

David Sachs		237,500		166,250		35,625		201,875

Patrick Soon-Shiong		300,000		210,000		45,000		255,000

Equity Compensation Plan Information

The following table summarizes information about our equity compensation plans as of December 31, 2021. All outstanding option awards relate to our common stock.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted- average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)

Equity compensation plans approved by security holders (1), (2), (3), (4)		10,640,819	$	15.62		4,969,446

Equity compensation plan not approved by security holders		—				—

Total		10,640,819				4,969,446

(1)

The equity compensation plans approved by security holders are the 2014 Plan and the 2015 Plan. The 2014 Plan has terminated as to future grants. The amount shown in Column (a) with respect to the 2014 Plan includes 503,493 shares issuable upon the exercise of vested stock options. The amount shown in Column (a) with respect to the 2015 Plan includes 3,075,390 shares issuable upon the exercise of vested stock options and 1,591,401 shares issuable upon the vesting of RSU awards.

(2)

The 2015 NC Plan was approved by security holders in conjunction with the Merger. The 2015 NC Plan has terminated as to future grants. The amount shown in Column (a) with respect to this plan includes 546,047 shares issuable upon the exercise of vested stock options and 4,924,488 shares issuable upon the vesting of RSU awards.

(3)	The amount shown in Column (b) is the weighted average exercise price for stock options outstanding.

(4)	The amount shown in Column (c) is the number of shares available for grant under the 2015 Plan.


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Director Compensation

The compensation policy for the company’s non-employee directors is intended to be competitive and fair so that we can attract the best talent to the Board. In addition to cash compensation, we provide equity awards and have stock ownership guidelines to align the directors’ interests with those of our stockholders and to focus on the long-term growth of the company. We reimburse our directors for expenses associated with attending Board and committee meetings. Directors who are our employees of the company receive no compensation for serving on the Board, attending Board meetings or, in the case of Dr. Soon-Shiong, participating on Board committees. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.

2021 Director Compensation Policy


Position	Annual Cash Retainer ($)		Equity Awards (Grant Date Fair Value) ($)
Executive Chairman of the Board		35,000
*Non-Employee Director Annual Base Retainer:*		50,000
Initial stock option grant upon appointment to the Board				300,000
Annual stock option grant upon re-election to the Board				300,000
*Committee Chair Retainers:*
Audit Committee		10,000
Compensation Committee		7,500
Nominating and Corporate Governance Committee		7,500
Related Party Transaction Committee		7,500
Special Committee		15,000
*Committee Member Retainers:*
Audit Committee		10,000
Compensation Committee		7,500
Nominating and Corporate Governance Committee		7,500
Related Party Transaction Committee		7,500
Special Committee		15,000

Equity Awards

With respect to the automatic initial grant to new non-employee directors, each grantee shall receive an initial stock option award to purchase shares of our common stock at a per-share exercise price equal to the fair market value of a share of our common stock on the first trading date on which the trading window under our Insider Trading Policy opens after becoming a non-employee director, and such option shall have a Black-Scholes value of $300,000 as computed by ASC Topic 718 on the grant date. The initial award shall vest in three equal installments on each anniversary of the date the applicable non-employee director’s service commenced, in each case subject to the non-employee director continuing to be a service provider through the applicable vesting date.

With respect to the automatic annual grants to all continuing non-employee directors, such grant will be made on the date of each annual meeting of stockholders, and such option shall have a Black-Scholes value of $300,000 as computed in accordance with ASC Topic 718 on the grant date. The annual award will vest on the earlier of the one-year anniversary of the date the annual award is granted, or the day prior to the date of the annual meeting next following the date the annual award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date.


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The 2015 Plan provides that in the event of a merger or change in control, as defined in the 2015 Plan, each outstanding equity award granted under the 2015 Plan held by a non-employee director will fully vest, all restrictions on the shares subject to such award will lapse, and all of the shares subject to such award will become fully exercisable, if applicable.

Director Compensation Policy Changes for 2022

In April 2022, after reviewing data provided by Mercer, an independent compensation consultant, regarding practices at comparable companies and other factors, the Compensation Committee recommended, and the Board approved, the following modifications to our non-employee director compensation policy for 2022:

•

an increase in the annual cash retainer for members of the Compensation Committee from $7,500 to $10,000, effective as of the date of approval;

•

an increase in the annual cash retainer for the Chair of the Compensation Committee from $7,500 to $10,000, effective as of the date of approval; and

•

an increase in the dollar value of the automatic annual equity grant to all continuing non-employee directors from $300,000 to $400,000 on the date of grant.

All other components of the director compensation policy for 2022 remained unchanged over the prior year.

Other Compensation Details

Our director compensation policy provides that in any given fiscal year, a non-employee director may not receive cash compensation and equity awards with an aggregate value greater than $750,000 (determined in accordance with U.S. GAAP). Any cash compensation paid or awards granted to an individual for his or her services as an employee or a consultant (other than as a non-employee director) will not count for purposes of this limitation.

Non-Employee Director Stock Ownership Policy

Each non-employee director is expected have equity holdings of the company with a value equivalent of at least three times his or her annual base retainer (not including retainers for serving as Chairperson of the Board or as a member or Chair of any Board committee) and to maintain this minimum amount of stock ownership throughout his or her tenure on the Board. Non-employee Board members who were members of the Board on or before December 1, 2020 are expected to achieve the applicable level of stock ownership on or before the fifth anniversary date of December 1, 2020. Non-employee directors who joined the Board after December 1, 2020 are expected to achieve the applicable level of stock ownership on or before five-year anniversary of joining the Board. Minimum equity holdings can be satisfied by the following: shares directly-owned by the non-employee director; shares indirectly-held by the non-employee director or his or her immediate family members; shares subject to RSUs or other awards that have vested for which the non-employee has elected to defer the settlement to a date beyond the vesting date; and shares underlying RSUs and other awards that are vested or unvested for which the only requirement to earn the award is continued service to the company or its subsidiaries.


ImmunityBio, Inc.		36		2022 Proxy Statement

Director Compensation Table

The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2021. Dr. Soon-Shiong, Mr. Adcock and Dr. Simon are not included in the table below as they are employees of the company and thus receive no compensation for their service as a director. Compensation earned by Dr. Soon-Shiong for his service as Executive Chairman of the Board prior to August 11, 2021 when he rejoined as an employee of the company as our Global Chief Scientific and Medical Officer is included in the Summary Compensation Table. See “Executive Compensation Tables—Summary Compensation Table”.


Name (a)	Fees Earned or Paid in Cash ($) (b)		Option Awards ($)(1) (d)		Total ($) (h)

Michael D. Blaszyk (2)		108,534		300,571		409,105
John Owen Brennan (3)		57,694		600,507		658,201
Wesley Clark (3)		52,028		600,507		652,535
Cheryl L. Cohen (2)		85,302		300,571		385,873
Linda Maxwell (3)		62,472		600,507		662,979
Christobel Selecky (3)		53,917		600,507		654,424
Frederick W. Driscoll (4)		23,750		1,156,884		1,180,634
John C. Thomas, Jr. (5)		23,125		1,156,884		1,180,009

(1)

Amounts shown in Column (d) represent the aggregate grant date fair value of stock option awards calculated in accordance with ASC Topic 718 without regard to estimated forfeitures. See Note 10, Stock-Based Compensation, of the “Notes to Consolidated Financial Statements” that appear in Part II, Item 8. “Financial Statements and Supplementary Data” of our Annual Report for the fiscal year ended December 31, 2021 for a discussion of valuation assumptions made in determining the grant date fair value of stock option awards.

On March 29, 2021, the Board approved the acceleration of vesting of 83,333 shares of unvested stock options held by Messrs. Driscoll and Thomas. The modified options were exercisable for 90 days after the date of the modification. Amounts shown in Column (d) for Messrs. Driscoll and Thomas represent the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modifications on March 29, 2021.

(2)	Amounts shown in Column (d) for Mr. Blaszyk and Ms. Cohen represent the grant date fair value of 26,064 stock option awards made on June 10, 2021 to independent directors upon their re-election to the Board.

(3)

Amounts shown in Column (d) for Mr. Brennan, Gen. Clark, Dr. Maxwell and Ms. Selecky represent the grant date fair value of 21,873 stock option awards made on May 3, 2021 to newly-appointed independent directors and 26,064 stock option awards made on June 10, 2021 to independent directors upon their re-election to the Board.

(4)	Mr. Driscoll served on the Board from January 1, 2021 through March 29, 2021, the date of his resignation. Amount shown in Column (b) represents Board fees earned by Mr. Driscoll through March 29, 2021.

(5)	Mr. Thomas served on the Board from January 1, 2021 through March 29, 2021, the date of his resignation. Amount shown in Column (b) represents Board fees earned by Mr. Thomas through March 29, 2021.


ImmunityBio, Inc.		37		2022 Proxy Statement

Security Ownership of Certain Beneficial Owners

and Management

The following table sets forth certain information, as of April 18, 2022, with respect to the holdings of (i) each person who is the beneficial owner of more than 5% of our common stock, (ii) each of our directors, (iii) each executive officer, and (iv) all of our current directors and executive officers as a group. Beneficial ownership representing less than 1% is denoted with an asterisk (*) in the table below.

Beneficial ownership of our common stock is determined in accordance with the rules of the SEC and includes any shares of common stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of April 18, 2022.

Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. Applicable percentage ownership in the following table is based on 397,953,809 shares of common stock outstanding as of April 18, 2022 plus, for each individual, any securities that individual has the right to acquire within 60 days of that date.


Name and Address of Beneficial Owner (1)	Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned

*5% Stockholders:*

Patrick Soon-Shiong, M.D., FRCS (C), FACS (2)		314,183,709		78.77%

Cambridge Equities, LP (3)		261,705,814		65.76%

*Other Directors and Named Executive Officers:*

Richard Adcock (4)		392,024		*

David Sachs (5)		43,700		*

Michael D. Blaszyk (6)		319,731		*

John Owen Brennan (7)		33,355		*

Wesley Clark (7)		33,355		*

Cheryl L. Cohen (8)		326,681		*

Linda Maxwell, M.D., M.B.A., FRCSC (7)		33,355		*

Christobel Selecky (7)		33,355		*

Barry J. Simon, M.D. (9)		3,884,426		*

*All directors and executive officers as a group (11 persons) (10)*		319,283,691		79.73%

(1)	The address of each of the individuals and entities named in the table above is c/o ImmunityBio, Inc., 3530 John Hopkins Court, San Diego, California 92121.

(2)

Consists of (i) 261,705,814 shares held by Cambridge (ii) 29,473,932 shares directly held by Dr. Soon-Shiong, (iii) 8,383,414 shares held by NantBio, Inc., (iv) 7,976,159 shares held by California Capital Equity, LLC, (v) 5,618,326 shares held by the Chan Soon-Shiong Family Foundation, (vi) 100,000 shares held by Nant Capital, LLC, (vii) 900,000 shares issuable upon the exercise of stock options that were exercisable as of April 18, 2022 and (viii) 26,064 shares issuable upon the exercise of stock options vesting within 60 days of April 18, 2022.

(3)

Consists of 261,705,814 shares held by Cambridge. MP 13 Ventures, LLC is the general partner of Cambridge and may be deemed to have beneficial ownership of the shares held by Cambridge. Dr. Soon-Shiong, Executive Chairman of the Board and Global Chief Scientific and Medical Officer of the company, is the sole member of MP 13 Ventures, LLC and has voting and dispositive power over the shares held by Cambridge.

(4)

Consists of (i) 140,094 shares directly held by Mr. Adcock, (ii) 1,930 shares indirectly held by Mr. Adcock, and (iii) 250,000 shares issuable upon the exercise of stock options vesting within 60 days of April 18, 2022. Mr. Adcock disclaims beneficial ownership of the indirectly held shares except to the extent of his pecuniary interest therein.


ImmunityBio, Inc.		38		2022 Proxy Statement

(5)	Consists of 43,700 shares directly held by Mr. Sachs.

(6)	Consists of (i) 193,667 shares directly held by Mr. Blaszyk, (ii) 100,000 shares issuable upon the vesting of stock options that were exercisable as of April 18, 2022, and (iii) 26,064 shares issuable upon the exercise of stock options vesting within 60 days of April 18, 2022.

(7)	Consists of (i) 7,291 shares issuable to Mr. Brennan, Gen. Clark, Dr. Maxwell and Ms. Selecky upon the exercise of stock options that were exercisable as of April 18, 2022 and (ii) 26,064 shares issuable upon the exercise of stock options vesting within 60 days of April 18, 2022.

(8)

Consists of (i) 100,309 shares directly held by Ms. Cohen, (ii) 100,000 shares issuable upon the exercise of stock options that were exercisable as of April 18, 2022, (iii) 26,064 shares issuable upon the exercise of stock options vesting within 60 days of April 18, 2022, and (iv) 100,308 shares issuable upon the vesting of restricted stock units within 60 days of April 18, 2022.

(9)	Consists of (i) 3,031,456 shares directly held by Dr. Simon, (ii) 844,636 shares issuable upon the exercise of stock options that were exercisable as of April 18, 2022, and (iii) 8,334 shares issuable upon the exercise of stock options vesting within 60 days of April 18, 2022.

(10)

Consists of (i) 32,983,158 shares directly held, (ii) 283,785,643 shares indirectly held, (iii) 2,223,800 shares issuable upon the exercise of stock options that were exercisable as of April 18, 2022, (iv) 190,782 shares issuable upon the exercise of stock options vesting within 60 days of April 18, 2022, and (v) 100,308 shares issuable upon the vesting of restricted stock units within 60 days of April 18, 2022.


ImmunityBio, Inc.		39		2022 Proxy Statement

Proposal 3 – Ratification of Selection of Independent Registered Public Accountants

Ratification of Selection of Independent Registered Public Accountants

At the Annual Meeting, stockholders are being asked to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Stockholder ratification of the selection of Ernst & Young LLP is not required by our amended and restated bylaws or other applicable legal requirements. However, the Audit Committee is submitting the selection of Ernst & Young LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If the selection is not ratified by our stockholders, the Audit Committee may reconsider whether it should appoint another independent registered public accounting firm. A representative of Ernst & Young LLP is expected to attend the Annual Meeting, where he or she will be available to respond to appropriate questions and, if he or she desires, to make a statement.

Required Vote

Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022 requires the affirmative “FOR” vote of a majority of the shares present live via the Internet or represented by proxy at the Annual Meeting and entitled to vote on the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


ImmunityBio, Inc.		40		2022 Proxy Statement

Audit Committee Report

The Audit Committee is a committee of the Board comprised solely of independent directors as required by Nasdaq corporate governance rules and the rules and regulations of the SEC. The Audit Committee operates under a written charter approved by the Board, which is available on our corporate web site at https://www.immunitybio.com. The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.

With respect to its financial reporting process, the company’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing its consolidated financial statements. The company’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of its consolidated financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and to issue a report thereon. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare the company’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the Audit Committee has:

•

reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2021 with the company’s management;

•

discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the PCAOB; and

•

received written disclosures and letters from Ernst & Young LLP, as required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP that firm’s independence.

Based on the Audit Committee’s review of the audited financial statements and various discussions with management and Ernst & Young LLP, the Audit Committee recommended to the Board that the audited financial statements be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC. The Audit Committee has also appointed Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

The Audit Committee <

SEC Form DEF 14A filed by ImmunityBio Inc.