Document

DEF 14A 1 ino-2023xproxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

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))


x			Definitive Proxy Statement


¨			Definitive Additional Materials


¨			Soliciting Material under §240.14a-12

INOVIO PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):


x			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

LETTER FROM THE CEO



Inovio Pharmaceuticals, Inc.	660 W. Germantown Pike Suite 110, Plymouth Meeting, Pennsylvania 19462	Dated: March 28, 2023

To the Stockholders of Inovio Pharmaceuticals, Inc.:

Notice is hereby given that Inovio Pharmaceuticals, Inc. will be holding its virtual Annual Meeting of Stockholders on May 16, 2023, at 9:00 a.m. Eastern Time. Online access to the meeting will begin at 9:00 a.m. Eastern Time. Stockholders will not be able to attend the meeting in person.

The virtual format of the 2023 Annual Meeting will provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting. If you plan to attend the meeting, please check http://ir.inovio.com/investors for updates prior to the meeting date.

You can attend the meeting by accessing www.virtualshareholdermeeting.com/INO2023 and entering the 16-digit control number on the proxy card you previously received; if you hold your shares in “street name” (i.e., through an account at a broker or other nominee), please follow your broker’s or nominee’s instructions you previously received to obtain your 16-digit control number or otherwise attend through the broker or nominee.

For the ten days ending the day prior to the meeting, a list of stockholders of record will be available for examination by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To access the list of stockholders of record beginning May 5, 2023 and until the meeting, stockholders should email investor.relations@inovio.com.

The Notice of Annual Meeting of Stockholders, which describes the formal business to be conducted at the meeting, follows this letter, along with the Proxy Statement.

After reading the Proxy Statement, please promptly mark, sign and return the enclosed proxy in the prepaid envelope (for mailing in the United States only) to assure that your shares will be represented at our Annual Meeting. Your shares cannot be voted unless you date, sign and return the enclosed proxy, vote your shares using the automated Internet or phone system or vote online at the meeting. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before our stockholders are important.

A copy of our 2022 Annual Report is also enclosed.

If you wish to submit a question, you may ask a question before the meeting beginning at 9:00 am Eastern Time, on April 11, 2023, and until 11:59 p.m. Eastern Time, on May 15, 2023. To submit a question, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Only questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

If you have not voted your shares prior to the meeting, you will be able to vote your shares electronically at the 2023 Annual Meeting by clicking “Vote Here” on the meeting website. Whether or not you plan to attend the meeting, you are encouraged to vote your shares prior to the meeting by one of the methods described in the proxy materials you previously received.

The Board of Directors and management look forward to connecting with you at the Annual Meeting.

Very truly yours,

Jacqueline E. Shea, Ph.D.

Chief Executive Officer


Inovio Pharmaceuticals, Inc.			i			2023 Proxy Statement

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS


	To the Stockholders of Inovio Pharmaceuticals, Inc.: You are invited to attend our 2023 Annual Meeting of Stockholders, which will be held virtually over the Internet, on May 16, 2023, at 9:00 a.m. Eastern Time.

	1	To elect eight directors to hold office until our 2024 Annual Meeting of Stockholders and until their successors are elected and duly qualified. Our Board of Directors has nominated and recommends for election the following persons: Simon X. Benito; Roger D. Dansey, M.D.; Ann C. Miller, M.D.; Jacqueline E. Shea, Ph.D.; Jay P. Shepard; David B. Weiner, Ph.D.; Wendy L. Yarno; Lota S. Zoth



	2	To ratify the appointment by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.



	3	To approve, on a non-binding advisory basis, the compensation of our named executive officers we describe in our accompanying Proxy Statement.



	4	To indicate, on a non-binding advisory basis, the preferred frequency of solicitation of advisory stockholder approval of executive compensation.

	5	To approve the 2023 Omnibus Incentive Plan.

	6	To transact such other business as may properly come before the meeting.
Dated: March 28, 2023 Inovio Pharmaceuticals, Inc. 660 W. Germantown Pike, Suite 110 Plymouth Meeting, Pennsylvania 19462	Our Board of Directors recommends a vote “for” each of the nominees, “for” proposals 2, 3 and 5, and "one year" for proposal 4. Holders of record of our common stock and holders of record of our Series C Cumulative Convertible Preferred Stock at the close of business on March 17, 2023 are entitled to notice of, and to vote at, this meeting and any adjournments thereof. For ten days ending the day prior to the meeting, a complete list of our stockholders of record on March 17, 2023 will be available at our principal executive offices, during ordinary business hours, for examination by any stockholder for any purpose relating to the meeting. By order of the Board of Directors, Jacqueline E., Shea, Ph.D. Chief Executive Officer



IMPORTANT: Please fill in, date, sign and promptly mail the enclosed proxy card in the accompanying postpaid envelope to assure that your shares are represented at the meeting. If you attend the meeting, you may choose to vote at the meeting even if you have previously sent in your proxy card.


Inovio Pharmaceuticals, Inc.			ii			2023 Proxy Statement


			TABLE OF CONTENTS




			Proxy Statement for Annual Meeting of Stockholders						1

			Proposal 1: Election of Directors						4

			Corporate Governance						13

			Security Ownership of Certain Beneficial Owners and Management						18

			Executive Officers and Other Information						20

			Executive Compensation						22

			Director Compensation						40

			Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm						43

			Proposal 3: Non-Binding, Advisory Vote on Executive Compensation						45

			Proposal 4: Non-Binding, Advisory Vote on the Preferred Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation						46

			Proposal 5: Approval of the 2023 Omnibus Incentive Plan						47

			Stockholder Proposals						59

			Annual Report						60

			Transaction of Other Business						61


Inovio Pharmaceuticals, Inc.			iii			2023 Proxy Statement

PROXY STATEMENT FOR ANNUAL

MEETING OF STOCKHOLDERS

The Board of Directors of Inovio Pharmaceuticals, Inc. (the “Board”) is soliciting proxies for use at the Annual Meeting of Stockholders to be held virtually over the internet, on May 16, 2023 at 9:00 a.m. Eastern Time, or any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting. This Proxy Statement is dated March 28, 2023. We are mailing this Proxy Statement to our stockholders on or about April 7, 2023. Unless the context requires otherwise, references to “we,” “us,” “our,” “Inovio,” and “Company” refer to Inovio Pharmaceuticals, Inc.

General Information



Voting Securities Only stockholders of record as of the close of business on March 17, 2023 will be entitled to vote at the meeting and any adjournment thereof. As of March 17, 2023, we had the following outstanding:						262,739,126 shares of common stock 9 shares of Series C Cumulative Convertible Preferred Stock, which are convertible into an aggregate of 3,309 shares of common stock.

Number of Votes You may vote online at the meeting or using the automated Internet or phone system or by proxy. On the proposals presented in this Proxy Statement, each holder of shares of our:						1 vote Common stock is entitled to one vote for each share of stock held. 368 votes Series C Preferred Stock is entitled to 368 votes for each share of Series C Preferred Stock held.

Holders of our common stock and Series C Preferred Stock vote together as a single class in connection with each of Proposal Nos. 1, 2, 3, 4 and 5. Our bylaws provide that one-third of all of the shares of the stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the meeting. Thus, a quorum for this year’s Annual Meeting consists of 87,580,812 shares. Votes will be counted by the inspector of election appointed for the Annual Meeting.

The affirmative vote of a plurality of all of the votes cast at a meeting at which a quorum is present is necessary for the election of each of the nominees for director. Under plurality voting, the eight nominees receiving the largest number of votes cast (votes “For”) will be elected. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count toward the presence of a quorum. Broker non-votes occur when a broker holding a customer’s securities in street name does not vote on a particular proposal because the broker has not received voting instructions from the customer on certain matters for which the broker is required to have instructions in order to


Inovio Pharmaceuticals, Inc.			1			2023 Proxy Statement


General Information

vote and lacks discretionary authority to vote the shares. If you do not provide specific voting instructions to your broker, the broker that holds your shares will not be authorized to vote on Proposal No. 1.

The affirmative vote of the holders of a majority of the of the votes represented by shares present or represented by proxy and eligible to vote at the Annual Meeting is necessary for the approval of the Proposal Nos. 2, 3, 4 and 5 set forth in this Proxy Statement, as explained under each proposal. Abstentions will be counted as present for purposes of determining the presence of a quorum and could prevent the approval of a proposal because they do not count as affirmative votes. Broker non-votes will be counted as present for purposes of determining the presence of a quorum. If you do not provide specific voting instructions to your broker, the broker that holds your shares will not be authorized to vote on Proposals No. 3, 4 and 5 but will be permitted to exercise discretionary authority to vote on Proposal No. 2.

Solicitation of Proxies

We will bear the cost of soliciting proxies. In addition, we will solicit stockholders by mail, and will request banks and brokers, and other custodians, nominees and fiduciaries, to solicit their customers who have shares of our stock in the names of such persons and will reimburse them for their reasonable, out-of-pocket costs. We may use the services of our officers, directors, and others to solicit proxies, personally or by telephone, without additional compensation.

Voting of Proxies

If your shares are registered in your own name, you may vote by signing and mailing a completed proxy card or by voting via the Internet or by telephone. Instructions for voting via the Internet or by telephone are set forth on the enclosed proxy card. To vote by mailing a proxy card, sign and return the enclosed proxy card in the enclosed prepaid and addressed envelope, and your shares will be voted at the meeting in the manner you direct. In the event that you return a signed proxy card on which no directions are specified, your shares will be voted FOR each of the Board nominees (Proposal No. 1); FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023 (Proposal No. 2); FOR approval, on a non-binding advisory basis, of the resolution regarding compensation of our named executive officers we describe in this Proxy Statement (Proposal No. 3); FOR approval, on a non-binding advisory basis, of "one year" as the preferred frequency of solicitation of advisory stockholder approval of executive compensation (Proposal No. 4); and FOR approval of the 2023 Omnibus Incentive Plan (Proposal No. 5), and in the discretion of the proxy holders as to any other matters that may properly come before the meeting. You may revoke or change a previously delivered proxy at any time before the meeting by delivering another proxy with a later date or by sending written notice of revocation of your proxy to our Secretary at our principal executive offices for receipt before the beginning of the meeting. You may also revoke your proxy by attending the meeting and voting as instructed. Attendance at the meeting will not in and of itself revoke a valid proxy that was previously delivered; you must also vote at the meeting to do so.

If your shares are registered in the name of a bank or brokerage firm, you will receive instructions from the holder of record that must be followed in order for the record holder to vote the shares in accordance with your instructions. Many banks and brokerage firms have a process for their beneficial holders to provide instructions over the phone or via the Internet. If Internet or telephone voting is unavailable from your bank or brokerage firm, please complete and return the enclosed voting instruction card in the addressed, postage paid envelope provided.

Results of Annual Meeting

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8‑K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.


Inovio Pharmaceuticals, Inc.			2			2023 Proxy Statement


General Information

Delivery of Proxy Materials to Households

“Householding” is a program, approved by the Securities and Exchange Commission (the "SEC"), which allows companies and intermediaries such as banks or brokers to satisfy the delivery requirements for proxy statements and annual reports by delivering only one package of stockholder proxy material to any household at which two or more stockholders reside. If you and other residents at your mailing address own shares of our common stock in street name, your broker or bank may have notified you that your household will receive only one copy of our proxy materials. Once you have received notice from your broker that they will be “householding” materials to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account. If you hold shares of our common stock in your own name as a holder of record, “householding” will not apply to your shares.



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2023: Copies of this Proxy Statement and our 2022 Annual Report to Stockholders are also available online at www.inovio.com.


Inovio Pharmaceuticals, Inc.			3			2023 Proxy Statement

PROPOSAL ONE

ELECTION OF DIRECTORS


8 members currently on the Board of Directors									Our Board currently consists of eight members. There are eight nominees for director this year: Simon X. Benito, Roger D. Dansey, M.D., Ann C. Miller, M.D., Jacqueline E. Shea, Ph.D., Jay P. Shepard, David B. Weiner, Ph.D., Wendy L. Yarno and Lota S. Zoth. Each of the nominees, other than Dr. Shea is currently one of our directors who was previously elected by our stockholders. Dr. Shea was appointed by the Board as a director in May 2022 upon her appointment as our Chief Executive Officer. If elected, the nominees will serve as directors until our Annual Meeting of Stockholders in 2024 and until their successors are elected and qualified. If a nominee declines to serve or becomes unavailable for any reason, the proxies may be voted for such substitute nominee as the proxy holders may designate.

Information Regarding Directors

The information set forth below as to the nominees for director has been furnished to us by the nominees.

Nominees for Election to Our Board


Name						Present Position with the Company
Simon X. Benito						Chairman of the Board of Directors
Roger D. Dansey, M.D.						Director
Ann C. Miller, M.D.						Director
Jacqueline E. Shea, Ph.D.						President, Chief Executive Officer and Director
Jay P. Shepard						Director
David B. Weiner, Ph.D.						Director
Wendy L. Yarno						Director
Lota S. Zoth						Director

Simon X. Benito

Age: 78

Director Since: 2003

Prior to his retirement, Mr. Benito had a successful and extensive career serving several multinational corporations in senior executive positions, including 25 years at Merck & Company, Inc. His most recent positions included Senior Vice President, Merck Vaccine Division; Executive Vice President, Merck-Medco Managed Care; and Executive Director and Vice President, Merck Human Health, Japan. In addition, Mr. Benito was a Fellow of the Institute of Chartered Accountants in England and Wales for over 30 years until his retirement in 1999. Since April 2005, Mr. Benito has served as a director of DURECT Corporation, a publicly traded specialty pharmaceutical company.

Mr. Benito qualifies to serve on our Board as he brings to our Board formal accounting and financial training and expertise, significant public company board experience, senior management experience in the health care industry, and important industry contacts.


Inovio Pharmaceuticals, Inc.			4			2023 Proxy Statement


Proposal One

Roger D. Dansey, M.D.

Age: 67

Director Since: 2021

Dr. Dansey has served as the Chief Medical Officer of Seagen Inc., a biotechnology company developing and commercializing target therapies to treat cancer, since May 2018. Dr. Dansey served as interim Chief Executive Officer of Seagen from May 2022 to November 2022 and then was appointed as President, Research and Development, a position he currently holds. From 2015 to April 2018, Dr. Dansey was Therapeutic Area Head for Late-Stage Oncology at Merck & Co., Inc., where he was responsible for registration efforts for Keytruda® (pembrolizumab) across multiple tumor types. Earlier in his career, Dr. Dansey was the Vice President of Oncology Clinical Research at Gilead Sciences and the Global Development Lead for Xgeva® (denosumab) at Amgen, where he held multiple roles in oncology and hematology. Dr. Dansey holds an M.D. from the University of Witwatersrand in Johannesburg, South Africa.

Dr. Dansey qualifies to serve on our Board given his extensive experience in cancer drug development, deep oncology background, his clinical training and leadership experience.

Ann C. Miller, M.D.

Age: 65

Director Since: 2019

Dr. Miller worked at Sanofi S.A. from 2012 until her retirement in September 2018, serving as Vice President of Marketing and Vice President of Global Marketing, Oncology Division. From 2009 to 2011, Dr. Miller served as Senior Vice President at Eisai Co., Ltd. leading the Primary Care and Specialty Business unit and then Pharmaceutical Services. Dr. Miller previously served in management roles in global and U.S. marketing at Amgen, Inc. for five years and in positions of increasing responsibility at Merck & Co., Inc. over 16 years. Dr. Miller previously served on the board of directors of the publicly traded companies Allena Pharmaceuticals from October 2020 to January 2023 and Puma Biotechnology, Inc. from November 2019 to December 2021. Dr. Miller received an M.D. from the Duke University School of Medicine and a B.A. in chemistry, summa cum laude, from Duke University.

Dr. Miller qualifies to serve on our Board as a result of her years of commercial experience in the biopharmaceutical industry and her clinical training.


Inovio Pharmaceuticals, Inc.			5			2023 Proxy Statement


Proposal One

Jacqueline E. Shea, Ph.D.

Age: 57

Director Since: 2022

Dr. Shea has served as our Chief Executive Officer since May 2022 and previously served as our Chief Operating Officer from March 2019 until her appointment as Chief Executive Officer. Prior to joining us, Dr. Shea served as Chief Executive Officer of Aeras, a nonprofit organization developing tuberculosis vaccines, from 2015 to December 2018, and as its Chief Operating Officer from 2014 to 2015. Dr. Shea previously served as Vice President of Business Development, Europe for Emergent BioSolutions Inc. from 2013 to 2014, having previously served as Senior Director of Business Development for Emergent BioSolutions from 2005 to 2008. She was Vice President and General Manager of The Oxford-Emergent Tuberculosis Consortium, a global health joint venture formed between Oxford University and Emergent BioSolutions, from 2008 to 2013. She started her career as a post-doctoral researcher at Imperial College, London. Dr. Shea holds a Ph.D. from the National Institute for Medical Research, London, and a B.Sc. Hons. in Applied Biology from the University of Bath, U.K.

Dr. Shea qualifies to serve on our Board given her broad scientific and industry experience and her experience as our Chief Executive Officer and previously as our Chief Operating Officer.

Jay P. Shepard

Age: 64

Director Since: 2020

Mr. Shepard was President and Chief Executive Officer of Aravive, Inc. (formerly Versartis, Inc.) from 2015 to January 2020 and has served as a member of its board of directors since 2013 and as its Chairman since January 2020. From 2012 until 2015, Mr. Shepard was an Executive Partner at Sofinnova Ventures, a venture capital firm focused on the healthcare industry, which he joined as an Executive in Residence in 2008. From 2010 to 2012, Mr. Shepard served as President and Chief Executive Officer and was a member of the board of directors of NextWave Pharmaceuticals, Inc., a specialty pharmaceutical company developing and commercializing unique pediatric products utilizing proprietary drug delivery technology that was acquired by Pfizer, Inc. From 2005 to 2007, Mr. Shepard served as President and Chief Executive Officer and a member of the board of directors of Ilypsa, Inc., a biopharmaceutical company pioneering novel non-absorbed polymeric drugs for renal and metabolic disorders that was acquired by Amgen Inc. Mr. Shepard currently serves on the board of directors of Esperion Therapeutics, Inc. and Ironwood Pharmaceuticals, and serves as the Chairman of the Christopher & Dana Reeve Foundation. Mr. Shepard holds a B.S. in Business Administration from the University of Arizona.

Mr. Shepard qualifies to serve on our Board as a result of his years of healthcare and financial experience.


Inovio Pharmaceuticals, Inc.			6			2023 Proxy Statement


Proposal One

David B. Weiner, Ph.D.

Age: 67

Director Since: 2016

Since 2016, Dr. Weiner has served as Executive Vice President and Director of the Vaccine Center at The Wistar Institute, the nation’s first independent biomedical research institute, which is also an NCI-designated Cancer Center and an international leader in cancer, immunology and infectious disease research. Dr. Weiner is also the W. W. Smith Charitable Trust Professor of Cancer Research at The Wistar Institute. Previously, Dr. Weiner was Professor of Pathology & Laboratory Medicine at the University of Pennsylvania and Chair of the Gene Therapy and Vaccine Program at the University’s Perelman School of Medicine. He has more than 350 peer-reviewed publications in scientific journals, including mainstream scientific journals such as Scientific American, and has been designated by the Institute for Scientific Information as one of the top-cited scientists in the world. An inventor and holder of more than 100 issued and pending U.S. patents, Dr. Weiner has received numerous honors including election as a fellow to the American Association for the Advancement of Science in 2011 and the International Society for Vaccines in 2012. He was the recipient of the NIH Director’s Transformative Research Award and received the Vaccine Industry Excellence Award for Best Academic Research Team in 2015 at the World Vaccine Congress. Dr. Weiner was honored with the prestigious Hilleman Lectureship in 2015 at the Children’s Hospital of Philadelphia Grand Rounds session and received a Stone Family Award from Abramson Cancer Center for his groundbreaking work on DNA vaccines for cancer immune therapy. Dr. Weiner holds a Ph.D. in developmental biology from the University of Cincinnati College of Medicine, an M.S. in biology from the University of Cincinnati and a B.S. in biology from SUNY at Stony Brook in Stony Brook, New York.

Dr. Weiner qualifies to serve on our Board as he is a recognized leader in immunology as well as in gene vaccines and therapy.

Wendy L. Yarno

Age: 68

Director Since: 2017

Ms. Yarno retired in 2008 from Merck & Company, Inc. following a 26-year career in commercial and human resource positions of increasing seniority, most recently as Chief Marketing Officer before she retired. Ms. Yarno also spent part of her career at Johnson & Johnson, Inc. in commercial positions. Ms. Yarno currently serves on the boards of directors of the publicly traded companies Ideaya Biosciences, Inc. and Tarsus Pharmaceuticals. Within the last five years, Ms. Yarno served on the board of directors of Global Blood Therapeutics, Inc., MyoKardia, Inc., Alder Biopharmaceuticals, Inc. and Aratana Therapeutics, Inc. Ms. Yarno holds a B.S. in Business Administration from Portland State University and an M.B.A. from Temple University.

Ms. Yarno qualifies to serve on our Board as a result of her years of experience in the pharmaceutical industry.


Inovio Pharmaceuticals, Inc.			7			2023 Proxy Statement


Proposal One

Lota S. Zoth

Age: 63

Director Since: 2019

Ms. Zoth currently serves as the lead independent director of the publicly traded biopharmaceutical company Zymeworks, Inc. and also serves on the boards of directors of the publicly traded biopharmaceutical companies Lumos Pharma, Inc. and 89bio, Inc. Within the last five years, she also served on the boards of directors of the public companies Spark Therapeutics, Inc. and Orexigen Therapeutics, Inc. (which was granted relief under Chapter 11 of the U.S. Bankruptcy Code in 2019). Prior to her board service, she served in senior financial roles in a variety of commercial-stage companies, including serving as MedImmune Inc.’s corporate controller from 2002 to 2004 and its chief financial officer from 2004 until its acquisition by AstraZeneca in 2007. Prior to joining MedImmune in 2002, Ms. Zoth served in financial executive roles at PSINet Inc., Sodexho Marriott Services, Inc., Marriott International and PepsiCo, Inc. Ms. Zoth also served as an auditor at Ernst & Young, LLP and is a Certified Public Accountant. Ms. Zoth holds a B.B.A. in accounting from Texas Tech University.

Ms. Zoth qualifies to serve on our Board as a result of her years of experience in senior financial roles in a variety of commercial-stage companies over a 40-year career.

Attendance at Board Meetings and Committee Meetings

During the year ended December 31, 2022, our Board met 16 times, the Audit Committee met five times, the Nomination and Corporate Governance Committee met four times and the Compensation Committee met seven times. Each director attended at least 75% of the aggregate number of meetings held by (i) our Board and (ii) those committees of our Board on which he or she served during the director’s tenure on the board or such committees.

Committees of Our Board

Under our Corporate Governance Guidelines, we expect our directors to attend our Annual Meeting of Stockholders. All of our directors attended our 2022 Annual Meeting of Stockholders.

Audit Committee

The functions of the Audit Committee include retaining our independent registered public accounting firm, reviewing its independence, reviewing and approving the planned scope of our annual audit, reviewing and approving any fee arrangements with our independent registered public accounting firm, overseeing its audit work, reviewing and pre-approving any non-audit services that may be performed by it, reviewing the adequacy of accounting and financial controls, reviewing our critical accounting policies and reviewing and approving any related party transactions. The Audit Committee acts pursuant to a written charter that is available on our corporate website at: http://www.inovio.com.

The members of the Audit Committee currently are Lota S. Zoth (Chair), Simon X. Benito and Ann C. Miller. Each member of the Audit Committee is independent under the Nasdaq listing standards. The Board has determined that Ms. Zoth and Mr. Benito are “audit committee financial experts” as defined under SEC regulations.

Compensation Committee

The Compensation Committee reviews and approves the compensation and benefits of our executive officers, including the Chief Executive Officer and directors, oversees the administration of our stock option and employee benefits plans, and reviews general policy relating to compensation and benefits. The Compensation Committee may from time to time delegate duties or responsibilities to subcommittees or to one member of the Compensation Committee. The Compensation Committee acts pursuant to a written charter that is available on our corporate website at http://www.inovio.com.


Inovio Pharmaceuticals, Inc.			8			2023 Proxy Statement


Proposal One

The members of the Compensation Committee currently are Wendy L. Yarno (Chair), Ann C. Miller, Jay P. Shepard and Lota S. Zoth. Each member of the Compensation Committee is independent under the Nasdaq listing standards.

The Compensation Committee has engaged Aon, an independent compensation consultant, annually since 2016, to provide information on compensation trends and practices and to assist them in evaluating our executive compensation policy and programs. The analysis for fiscal year 2022 was used to determine appropriate levels of compensation for our executive officers and make recommendations regarding the amount and form of our executive and non-employee director compensation. The work of Aon did not raise any conflict of interest.

Nomination and Corporate Governance Committee

The Nomination and Corporate Governance Committee identifies prospective candidates to serve on our Board, recommends nominees for election to our Board, develops and recommends Board member selection criteria, considers committee member qualification, recommends corporate governance principles to our Board, and provides oversight in the evaluation of our Board and each committee. The Nomination and Corporate Governance Committee acts pursuant to a written charter on our corporate website at http://www.inovio.com.

The members of the Nomination and Corporate Governance Committee currently are Simon X. Benito (Chair), Roger D. Dansey, Jay P. Shepard and Wendy L. Yarno. Each member of the Nomination and Corporate Governance Committee is independent under the Nasdaq listing standards.

Board Skills

The chart below depicts the key skills and capabilities of our Board that we have identified as particularly valuable to the oversight of our company and the execution of our corporate strategy. This chart depicts the skills of our eight current directors in each particular area.


Accounting/Financial Reporting				4

Business Operations								8

Corporate Governance				4				8

Drug Commercialization						6

Government/Regulatory		2	3

Human Resources	1

Investor Relations			3

Pharmaceutical Industry Knowledge							7

Public Company Board Experience					5

Risk Management				4


Inovio Pharmaceuticals, Inc.			9			2023 Proxy Statement


Proposal One

Board Diversity Matrix

Our current board diversity data is provided below:

Total Number of Directors (as of March 17, 2023)

Part 1: Gender Identity

Female

Male

Non-Binary

Did not Disclose Gender

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did not Disclose Demographic Background

Our prior year's board diversity data is provided below:

Total Number of Directors (as of March 17, 2022)

Part 1: Gender Identity

Female

Male

Non-Binary

Did not Disclose Gender

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did not Disclose Demographic Background


Inovio Pharmaceuticals, Inc.			10			2023 Proxy Statement


Proposal One

Director Nominations

The Nomination and Corporate Governance Committee evaluates and recommends to our Board director nominees for each election of directors. As stated in our Corporate Governance Guidelines, our Board believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements and having the highest personal integrity and ethics. The Board intends to consider factors such as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the Company’s stockholders. However, the Board retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Board considers diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. The Nomination and Corporate Governance Committee and our Board believe that a diverse board leads to improved company performance by encouraging new ideas, expanding the knowledge base available to management and fostering a boardroom culture that promotes innovation and vigorous deliberation.

The Nomination and Corporate Governance Committee believes that the continuing service of qualified incumbent directors promotes stability and continuity in the board room, while giving us the benefit of familiarity and insight into our affairs that directors have accumulated during their tenure, and therefore generally re-nominates incumbent directors who continue to satisfy the Committee’s criteria for membership on our Board.

In the case of incumbent directors whose terms of office are set to expire, the Board reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Board also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary.

The Nomination and Corporate Governance Committee’s goal is to assemble a board that brings to us a variety of perspectives and skills, and sound business understanding and judgment, derived from high quality business, professional, governmental, community, scientific or educational experience. In doing so, the Nomination and Corporate Governance Committee also considers candidates with appropriate non-business backgrounds.

Other than the foregoing factors, there are no stated minimum criteria for director nominees. However, the Nomination and Corporate Governance Committee may also consider such other factors as it may deem are in our best interests and the interests of our stockholders. The Nomination and Corporate Governance Committee does, however, recognize that under applicable regulatory requirements at least one member of our Board must meet the criteria for an “audit committee financial expert” as defined by SEC rules. The Nomination and Corporate Governance Committee also believes it appropriate for our Chief Executive Officer to participate as a member of our Board.

All directors and director nominees are required to submit a completed form of directors’ and officers’ questionnaire as part of the nominating process. The process may also include interviews and additional background and reference checks for non-incumbent nominees, at the discretion of the Nomination and Corporate Governance Committee.

The Nomination and Corporate Governance Committee identifies nominees by first evaluating the current members of our Board who are willing to continue in service. Each year the Nomination and Corporate Governance Committee undertakes a board assessment process, which gathers data on the functioning of the Board and its committees and evaluates each member of the Board with respect to a number of attributes. The Committee considers for re-nomination current members of our Board with skills and experience that are relevant to our business balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective. If any member of our Board does not wish to continue in service, the Nomination and Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nomination and Corporate Governance Committee and our Board will be consulted for suggestions as to individuals meeting the criteria of the Nomination and Corporate Governance Committee. Research may also be performed to identify qualified individuals. If the Nomination and Corporate Governance Committee believes that our Board requires additional candidates for nomination, the Nomination and Corporate Governance Committee may explore alternative sources for identifying additional candidates. This may include engaging, as appropriate, a third party search firm to assist in identifying qualified candidates.


Inovio Pharmaceuticals, Inc.			11			2023 Proxy Statement


Proposal One

The Nomination and Corporate Governance Committee will consider nominees recommended by stockholders. Our bylaws provide that nominations shall be made pursuant to timely notice in writing to our corporate secretary. To be timely, in the case of a stockholder seeking to have a nomination included in our proxy statement, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 120 days or more than 180 days prior to the first anniversary of the date on which we first mailed our proxy materials (or, in the absence of proxy materials, our notice of meeting) for the previous year’s annual meeting of stockholders. However, if we did not hold an annual meeting the previous year, or if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, then notice by the stockholder to be timely must be delivered to our corporate secretary at our principal executive offices not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 15th day following the day on which public announcement of the date of such meeting is first made. If the stockholder is not seeking inclusion of the nomination in our proxy statement, timely notice consists of a stockholder’s notice delivered to or mailed and received at our principal executive offices not less than 90 days prior to the date of the annual meeting.

The stockholder’s notice relating to director nomination(s) shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of our capital stock which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, or the Exchange Act; (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, and (ii) the class and number of shares of our capital stock that are beneficially owned by the stockholder; (c) as to the stockholder giving the notice and any Stockholder Associated Person, as described below, to the extent not set forth pursuant to the immediately preceding clause, whether and the extent to which any Relevant Hedge Transaction, as described below, has been entered into, and (d) as to the stockholder giving the notice and any Stockholder Associated Person, (1) whether and the extent to which any Derivative Instrument is directly or indirectly beneficially owned, (2) any rights to dividends on our shares owned beneficially by such stockholder that are separated or separable from the underlying shares, (3) any proportionate interest in our shares or Derivative Instruments, as described below, held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (4) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of our shares or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date. We may require any proposed nominee to furnish such other information as may reasonably be required by us to determine the eligibility of such proposed nominee to serve as a director.

For purposes of our bylaws:

•A “Stockholder Associated Person” of any stockholder means (i) any person controlling or controlled by, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of our stock owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person;

•A “Relevant Hedge Transaction” is any hedging or other transaction or series of transactions, or any other agreement, arrangement or understanding (including, but not limited to, any short position or any borrowing or lending of shares of stock), the effect or intent of which is to mitigate loss or increase profit to or manage the risk or benefit of stock price changes for, or to increase or decrease the voting power of, a stockholder with respect to any share of our stock; and

•“Derivative Instrument” means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of our shares, whether or not such instrument or right shall be subject to settlement in the underlying class or series of our capital stock or otherwise, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of our shares.


Inovio Pharmaceuticals, Inc.			12			2023 Proxy Statement


Proposal One

Governance Highlights


Number of Directors			8
Percentage of directors who are independent			75%
Directors who attended at least 75% of board and committee meetings in 2022			ALL
Independent Chairman of the Board director			ü
100% independent audit, compensation and nominating and corporate governance committees			ü
Board and committees may engage outside advisors independent of management			ü
Annual board and committee self-evaluations			ü
Active stockholder engagement program			ü
Corporate governance guidelines formalize the consideration of diversity factors for director nominees			ü
Stock ownership guidelines for directors and executive officers			ü
No hedging or monetization transactions			ü
All employees, officers and directors must adhere to Code of Business Conduct and Ethics			ü

Corporate Governance Guidelines, Code of Business Conduct and Ethics and Committee Charters

Our Corporate Governance Guidelines, our Code of Business Conduct and Ethics and the charters of the committees of our Board are available on our website, www.inovio.com.

Communications Policy

Our Board has procedures in place designed to ensure effective communication among us, our stockholders, prospective investors and the public, including the dissemination of information on a regular and timely basis. Stockholders who want to communicate with our Board or any individual director can write to our Secretary at the following address: 660 W. Germantown Pike, Suite 110, Plymouth Meeting, Pennsylvania 19462. Your letter should indicate that you are one of our stockholders. Depending on the subject matter, management will:

•Forward the communication to the director or directors to whom it is addressed;

•Attempt to handle the inquiry directly, for example, where it is a request for information about us or it is a stock-related matter; or

•Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

Board Leadership Structure

Our Board currently separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. Our Chief Executive Officer is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Chairman of the Board provides guidance to the Chief Executive Officer, works with the Chief Executive Officer in setting the agenda for Board meetings and presides over meetings of the full Board. However, our Board believes it should be able to freely select the Chairman of the Board based on criteria that it deems to be in our best interests and the interests of our stockholders, and therefore one person may, in the future, serve as both our Chief Executive Officer and Chairman of the Board.

The functions of our Board are carried out by the full Board and, when delegated, by the Board committees. Each director participates in our major strategic and policy decisions.


Inovio Pharmaceuticals, Inc.			13			2023 Proxy Statement


Proposal One

Board Role in Risk Management

The risk oversight function of our Board is carried out by both the Board and the Audit Committee. Management prepares and presents an annual business plan to the Board, which identifies risks associated with our operations and is reviewed quarterly by the Board. As provided in its charter, the Audit Committee meets periodically with management to discuss major financial and operating risk exposures and the steps, guidelines and policies taken or implemented related to risk assessment and risk management. Matters of strategic risk are considered by our Board. Each quarter management reports to the Audit Committee on legal, finance, accounting and tax matters. Our Board is provided with reports on legal matters at least quarterly and on other matters related to risk oversight on an as needed basis.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, which applies to all directors, officers and employees, including the principal executive officer, principal financial and accounting officer and controller. The purpose of the Code is to promote honest and ethical conduct. The Code of Business Conduct and Ethics is available on our website and is also available in print, without charge, upon written request to our corporate secretary at 660 W. Germantown Pike, Suite 110, Plymouth Meeting, Pennsylvania 19462. Any amendments to or waivers of the Code will be promptly posted on our website at www.inovio.com or in a report on Form 8-K, as required by applicable laws.

Board Member Independence

Our Board has determined that, except for Drs. Shea and Weiner, all of the nominees for election to our Board listed above are “independent” as independence is defined in the Nasdaq qualification standards. Dr. Shea is not independent because she is our Chief Executive Officer and Dr. Weiner is not considered independent because he currently serves as Chairman of our Scientific Advisory Board and, in that role, he receives compensation from us in excess of $120,000 annually, including additional equity compensation beyond grants made to him in his capacity as a director.



Our Board unanimously recommends that you vote “FOR” each nominee listed above. The proxy holders will vote your proxy in that manner unless you specify otherwise on the accompanying proxy card.

Audit Committee Report

The Audit Committee oversees our financial reporting process on behalf of our Board. Management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited consolidated financial statements in our annual report with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with Ernst & Young LLP, who are responsible for expressing an opinion on the conformity of these audited consolidated financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee by the applicable standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the rules of the Securities and Exchange Commission ("SEC") and other applicable regulations. In addition, the Audit Committee has discussed with Ernst & Young LLP their independence from management and the Company, has received from Ernst & Young LLP the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has considered the compatibility of non-audit services with Ernst and Young’s independence.

The Audit Committee met with Ernst & Young LLP to discuss the overall scope of their audit services, the results of the audit and reviews and the overall quality of our financial reporting. Ernst & Young LLP, as our independent registered public accounting firm, also periodically updates the audit committee about new accounting developments and their potential impact on our reporting. The


Inovio Pharmaceuticals, Inc.			14			2023 Proxy Statement


Proposal One

meetings with Ernst & Young LLP were held with and without management present. The Audit Committee is not employed by us, nor does it provide any expert assurance or professional certification regarding our consolidated financial statements. The Audit Committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and our independent registered public accounting firm.

Based on the reviews and discussions referred to above, the Audit Committee has recommended to our Board, and the Board has approved, that the audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed by the Company with the SEC. The Audit Committee and the Board also have recommended the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023.

The foregoing report has been furnished by the Audit Committee:

•Lota S. Zoth (Chair)

•Simon X. Benito

•Ann C. Miller, M.D.

This Audit Committee Report is not soliciting material, is not deemed to be filed with the SEC, and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made by us before or after the date hereof, regardless of any general incorporation language in any such filing, except to the extent we specifically incorporate this material by reference into any such filing.

Environmental, Social and Governance ("ESG") Practices

At Inovio, we are committed to improving health globally through the discovery, development and delivery of DNA medicines to help protect people from infectious diseases and treat people with cancer and conditions associated with human papillomavirus ("HPV"). Patients have always been at the center of our mission to power the future of potentially life-saving and life-changing DNA medicines. Our pipeline is focused on addressing high unmet medical needs, with ongoing research on potential treatments for cancer, infectious diseases, and HPV-related diseases like Recurrent Respiratory Papillomatosis (RRP), a debilitating and rare disease that often requires repeated surgery. RRP and the patients waiting for relief from it are a constant reminder of why we must keep working to deliver on the promise of DNA medicines for the world. We also intend to continue to explore how our programs and technology could help address global health needs.

As we advance our pipeline, we will continue to work to implement core access principles, including assessing our clinical research programs for opportunities to include under-represented communities and those disproportionately affected by the diseases we study. Our vision for the future is a world free from disease, where all patients get the treatment they need.

Our Board and management are committed to long-term value driven by the pillars of governance, social responsibility, and integrity across all we do, including employee engagement, research and development, operations and access to medicines for patients. Accordingly, during 2022 the Company formed an ESG working group and during the first quarter of 2023, our Board assigned oversight of our ESG policies and practices to the Nomination and Corporate Governance Committee. As part of this effort, we plan to engage both internal and external stakeholders in ESG-specific conversations and identify priority ESG-related objectives. We expect that these engagements will enhance our commitment to these important topics.

Environmental

We recognize the importance of understanding, mitigating, and reporting on our global environmental footprint. As we continue to gain a better understanding of our office and laboratory facilities, and other direct and indirect greenhouse gas emission sources, we intend to develop strategic reduction methods and lower energy-related costs. We plan to establish better tracking and measurement tools, refining strategies and determining targets to drive our environmental performance.

Current practices include:

•Providing filtered water stations throughout our facilities to help eliminate can and bottle use and providing reusable mugs, cups, plates and utensils to employees.


Inovio Pharmaceuticals, Inc.			15			2023 Proxy Statement


Proposal One

•Reducing, recycling and reusing our resources when practicable.

•Seeking to align with partners and suppliers who we believe share our vision.

•Utilizing an environmental, health and safety team which stays abreast of local, regional and global trends and ensures safety procedures are in place to mitigate workplace injuries and safety risks.

•Requiring employees to complete training in various safety procedures for the laboratories and manufacturing facilities, as well as specialized safety training based on particular job duties.

Social - Diversity, Equity & Inclusion

We have a values-driven culture that starts with our senior management team. We believe that having a more diverse, equitable and inclusive environment leads to increased performance, better decision making, increased productivity, and greater motivation.

Our team represents a broad range of cultural and professional backgrounds that enrich our culture.


Employee Population as of December 31, 2022	Female	People of Color*
Overall Population	49%	51%
Senior Management Team (Vice President and above)	29%	29%

* All U.S. Equal Employment Opportunity Commission’s categories of race other than white (not Hispanic or Latino).

We are dedicated to developing a diverse and talented workforce and doing our part to foster diversity and inclusion among our employees and vendors.

Human Capital Management

We seek to attract, develop, retain, and reward a high-performance workforce in an extremely competitive recruitment and retention market to achieve our mission, vision, and goals. To nurture, grow, and treat our employees fairly is imbued in our culture, and we have invested in creating an exceptional work culture. Program highlights include:

•A total rewards package with competitive compensation and comprehensive benefits that we believe are among the best in our industry.

•A company-wide comprehensive wellness program that includes financial, physical and mental well-being.

•Frequent communications with employees through a variety of communication methods, including video and written communications, town hall meetings, employee surveys and our Company intranet.

Governance - Corporate Responsibility and Ethics

One of our core values is accountability, and we are committed to operating with truthfulness and transparency in accordance with the highest ethical and corporate governance standards. To this end, we maintain a Code of Business Conduct and Ethics and hold ourselves accountable to it in all we do. Our Code of Business Conduct and Ethics covers a variety of topics, including (i) complying with laws, rules, regulations and ethics, (ii) bribery and corruption, and (iii) conflicts of interest. All of our employees are provided with training and reference materials to reinforce this commitment to integrity and ethics in our business. In addition to our Code of Business Conduct and Ethics, our other policies are clearly defined and include guidance on topics including, but not limited to, our Corporate Governance Guidelines and our Insider Trading Policy.

Our Board of Directors, along with the Audit, Compensation and Nomination and Corporate Governance committees, conducts an annual governance review, which includes review, benchmarking and revision of our significant corporate and compensation policies. In addition to our Code of Business Conduct and Ethics mentioned above, these policies include, among others, our Corporate Governance Guidelines, and our Insider Trading Policy. This periodic review also encompasses the structure and governance of our Board of Directors. The Nomination and Corporate Governance Committee is responsible for overseeing this governance review process, and each committee evaluates policies within its purview and recommends changes to our Board of Directors.


Inovio Pharmaceuticals, Inc.			16			2023 Proxy Statement


Proposal One

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports filed on the SEC’s EDGAR system and written representations that no other reports were required, during the fiscal year ended December 31, 2022, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with, except that one Form 4 report was filed one day late by Dr. Sumner, our Chief Medical Officer, reporting his initial award of restricted stock units as a result of a delay in obtaining EDGAR filing codes from the SEC.


Inovio Pharmaceuticals, Inc.			17			2023 Proxy Statement

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table sets forth information as of March 17, 2023 with respect to the beneficial ownership of our common stock by (i) each person known to us to be the beneficial owners of more than 5% of our common stock, (ii) each of our directors and nominees for director, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a stockholder and the percentage of ownership of that stockholder, shares of common stock underlying options or RSUs held by that stockholder that are exercisable or issuable as the case may be, within 60 days of March 17, 2023 are included. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Each stockholder’s percentage of ownership in the following table is based upon 262,739,126 shares of common stock outstanding as of March 17, 2023.



Beneficial Owner of Shares of Common Stock(1)(2)	Number of Shares of Common Stock Beneficially Owned	Percent of Total Shares of Common Stock

5% Stockholders:
State Street Corporation (3)	31,472,352	12.0	%
Blackrock, Inc. (4)	23,284,119	8.9	%
The Vanguard Group, Inc. (5)	17,042,500	6.5	%
Directors and Named Executive Officers:
Jacqueline E. Shea, Ph.D.(6)	910,492	*
Simon X. Benito(7)	237,605	*
Roger D. Dansey, M.D.(8)	99,500	*
Ann C. Miller, M.D.(9)	167,334	*
Jay P. Shepard(10)	146,821	*
David B. Weiner, Ph.D.(11)	1,543,424	*
Wendy L. Yarno(12)	187,453	*
Lota S. Zoth(13)	159,216	*
Peter D. Kies(14)	1,023,524	*
Laurent M. Humeau, Ph.D.(15)	738,962	*

All current executive officers and directors as a group (11 persons)(16)	5,282,456	2	%
J. Joseph Kim, Ph.D. (17)	4,451,255	1.7	%

* Less than 1%

1.This table is based upon information supplied by officers, directors and principal stockholders. Except as otherwise noted below, the address of each stockholder listed is in care of our principal executive offices at 660 W. Germantown Pike, Suite 110, Plymouth Meeting, Pennsylvania 19462.


Inovio Pharmaceuticals, Inc.			18			2023 Proxy Statement


Security Ownership of Certain Beneficial Owners and Management

2.Except as otherwise indicated in the footnotes of this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or dispositive power with respect to securities. Applicable percentages are based on 262,739,126 shares of common stock outstanding on March 17, 2023, adjusted as required by rules promulgated by the SEC.

3.This information has been obtained from a Schedule 13G/A filed on February 9, 2023 by State Street Corporation. The principal business address of State Street Corporation is State Street Financial Center 1 Lincoln Street Boston, MA 02111. State Street Corporation reported shared voting power with respect to 30,995,724 shares of common stock and shared dispositive power with respect to 31,472,352 shares of common stock.

4.This information has been obtained from a Schedule 13G/A filed on January 24, 2023 by BlackRock Inc. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

5.This information has been obtained from a Schedule 13G/A filed on February 9, 2023 by The Vanguard Group, Inc. The principal business address of The Vanguard Group, Inc. is 100 Vanguard Blvd. Malvern, PA 19355. The Vanguard Group, Inc. and affiliated persons reported shared voting power with respect to 155,931 shares of common stock and shared dispositive power with respect to 351,918 shares of common stock in addition to sole dispositive power with respect to 16,690,582 shares of common stock.

6.Includes 683,675 shares of common stock issuable pursuant to options exercisable and 66,000 shares of common stock underlying RSUs which will vest within 60 days of March 17, 2023.

7.Includes 143,300 shares of common stock issuable pursuant to options exercisable and 19,000 shares of common stock underlying RSUs which will vest within 60 days of March 17, 2023.

8.Consists of 68,500 shares of common stock issuable pursuant to options exercisable and 31,000 shares of common stock underlying RSUs which will vest within 60 days of March 17, 2023.

9.Consists of 100,800 shares of common stock issuable pursuant to options exercisable and 19,000 shares of common stock underlying RSUs which will vest within 60 days of March 17, 2023.

10.Includes 88,300 shares of common stock issuable pursuant to options exercisable and 19,000 shares of common stock underlying RSUs which will vest within 60 days of March 17, 2023.

11.Includes 614,300 shares of common stock issuable pursuant to options exercisable and 19,000 shares of common stock underlying RSUs which will vest within 60 days of March 17, 2023.

12.Includes 113,300 shares of common stock issuable pursuant to options exercisable and 19,000 shares of common stock underlying RSUs which will vest within 60 days of March 17, 2023.

13.Includes 100,800 shares of common stock issuable pursuant to options exercisable and 19,000 shares of common stock underlying RSUs which will vest within 60 days of March 17, 2023.

14.Includes 782,025 shares of common stock issuable pursuant to options exercisable within 60 days of March 17, 2023. Also includes 4,500 shares held by Mr. Kies’s spouse.

15.Includes 524,325 shares of common stock issuable pursuant to options exercisable within 60 days of March 17, 2023.

16.Includes 3,287,450 shares of common stock issuable pursuant to options exercisable and 211,000 shares of common stock underlying RSUs which will vest within 60 days of March 17, 2023.

17.This information has been obtained from a Form 4 filed by Dr. Kim on March 14, 2022, which was the last report filed by Dr. Kim prior to his separation in May 2022. The reported amount includes (a) 816,527 shares held by a family limited partnership over which Dr. Kim held voting and dispositive power, (b) 5,975 shares held by Dr. Kim’s spouse and (c) 100,871 shares held by Dr. Kim’s children. The reported amount also includes (d) 256,255 shares issued to Dr. Kim upon net settlement of RSUs in connection with his separation from our company and (e) 1,849,000 shares of common stock issuable pursuant to options exercisable within 60 days of March 17, 2023.


Inovio Pharmaceuticals, Inc.			19			2023 Proxy Statement

EXECUTIVE OFFICERS

AND OTHER INFORMATION

Our Executive Officers

The following table sets forth information as to persons currently serving as our executive officers, including their ages as of March 28, 2023:


Name	Age	Position
Jacqueline E. Shea, Ph.D.	57	President, Chief Executive Officer and Director
Peter D. Kies	59	Chief Financial Officer
Laurent M. Humeau, Ph.D.	56	Chief Scientific Officer
Michael Sumner, M.D.	57	Chief Medical Officer

For biographical information regarding Dr. Shea, see “Proposal 1—Election of Directors.”

Peter D. Kies

Chief Financial Officer

Mr. Kies has served as our Chief Financial Officer since 2002. From 1996 until joining us, he served as Chief Financial Officer for Newgen Results Corporation, and prior to that served as Controller for Cytel Corporation and as an auditor for Ernst & Young LLP. Mr. Kies holds a B.S. in Business Administration from United States International University in San Diego, California.

Laurent M. Humeau, Ph.D.

Chief Scientific Officer

Dr. Humeau has served as our Chief Scientific Officer since March 2019, having previously served as our Vice President and then Senior Vice President of Research and Development beginning in January 2014. Prior to joining us, Dr. Humeau was Senior Director of Translational Research, Human Therapeutics Division for Intrexon Corporation and previously served in a variety of roles, including Chief Scientific Officer and Vice President of Research and Development, at VIRxSYS Corporation. Dr. Humeau performed his post-doctoral formation at the University of California, San Francisco. He holds a Ph.D., summa cum laude, from Denis Diderot University (Paris 7, France) and a M.S. degree in Biology from Pierre & Marie Curie University (Paris 6, France).


Inovio Pharmaceuticals, Inc.			20			2023 Proxy Statement


Executive Officers

Michael Sumner, M.D.

Chief Medical Officer

Dr. Sumner has served as our Chief Medical Officer since June 2022. From 2013 until joining us, he served as Chief Medical Officer of Orexo AB. He previously held numerous European- and US-based leadership roles at Novartis Pharmaceuticals, Aventis Behring, Novo Nordisk and Shire Pharmaceuticals. Dr. Sumner brings over 25 years of extensive pharmaceutical, medical and clinical experience driving numerous late-stage product approvals and supporting successful commercial products on a global basis across multiple therapeutic areas. Dr. Sumner received his medical degree from the University of London, is a member of the Royal College of Physicians, and holds a Master of Business Administration from Henley Management College, UK.

Family Relationships

No family relationships exist between any of our directors or executive officers.


Inovio Pharmaceuticals, Inc.			21			2023 Proxy Statement

EXECUTIVE COMPENSATION

Overview

We are a biotechnology company focused on rapidly bringing to market precisely designed DNA medicines to treat, cure, and protect people from diseases associated with human papillomavirus ("HPV"), cancer, and infectious diseases. The success of development companies is significantly influenced by the quality and motivation of their workforce. The core principle of our compensation for executive officers continues to be a strong pay-for-performance structure that ties a significant portion of each executive officer’s compensation to corporate performance. We seek to provide a competitive total compensation opportunity for our executive management team through a combination of base salary, cash incentive bonuses, long-term equity incentive compensation and benefit programs. Our pay-for-performance structure drives the amount of pay that is actually realized.

We are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow us to provide less detail about its executive compensation program, the Compensation Committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the 2022 executive compensation program for our named executive officers.

Our named executive officers (“NEOs”) for the year ended December 31, 2022 were as follows:


Name			Position
Jacqueline E. Shea, Ph.D. (1)			President, Chief Executive Officer and Director
Peter D. Kies			Chief Financial Officer
Laurent M. Humeau, Ph.D.			Chief Scientific Officer

J. Joseph Kim, Ph.D. (2)			Former President, Chief Executive Officer and Director

1.Dr. Shea was appointed President and Chief Executive Officer on May 10, 2022. Dr. Shea previously served as our Chief Operating Officer.

2. Dr. Kim resigned effective May 10, 2022.

2022 Business Highlights

Key 2022 Company highlights included:

•Conducted Phase 1/2 clinical trial of INO-3107 for the treatment of recurrent respiratory papillomatosis (RRP). Data from the first cohort of 21 patients was announced in the fourth quarter of 2022. The second cohort data from 11 patients was announced in the first quarter of 2023.

•Announced median overall survival results for INO-5401 + INO-9012 in combination with Libtayo® (cemiplimab) in patients with newly diagnosed GBM at ASCO annual meeting 2022.

•Completed Phase 1b trial of INO-4201 as a booster to an FDA-approved Ebola vaccine, Ervebo® with collaborators at the Hospital University of Geneva and GuardRx. Data was announced in the first quarter of 2023.

•Supported DARPA-funded Covid-19 dMAb trial in conjunction with collaborators at the Wistar Institute, University of Pennsylvania, Astra Zeneca, and Indiana University.

•Completed the development and manufacturing of the CELLETRA® 3PSP device, including the high-volume array production system enabling mass production.

•Extended cash runway and strengthened financial position through pipeline reprioritization, operational efficiency, and financial discipline.


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Executive Compensation


Key Aspects of 2022 Executive Compensation: Strong Performance Orientation Approximately 80% of our Chief Executive Officer’s target total compensation for the year ended December 31, 2022 was variable and at-risk. For 2022, the long-term incentive equity grant consisted of time-based RSUs, which vest ratably over three years, and stock options, of which 25% vest immediately and the remainder vests ratably over three years. We place significant emphasis on variable, performance-based incentive compensation that focuses on our executives’ efforts to deliver both short-term and long-term goal achievement for our stockholders without encouraging excessive risk-taking. We accomplish this by placing a substantial portion of our executive officers’ total compensation “at-risk.” We consider compensation to be “at-risk” if it is subject to achievement of meaningful pre-set, objective goals, such as in our annual incentive program, or if it depends on the stock price, as in our long-term incentive program. The graphics below illustrate the mix of fixed base salary, target annual incentive and long-term target incentive compensation for our current CEO* and other non-CEO NEOs for the year ended December 31, 2022 and the high proportion that is variable and at-risk.

*Dr. Kim is omitted from the target pay calculations because he resigned in May 2022.

The proportion of total compensation that was variable and at-risk enhanced the link between pay and performance for the CEO and other non-CEO NEOs and strengthened the alignment of the interests of these officers with those of the Company and its stockholders.

Annual Cash Incentive: Rigorous, Pre-Set Clinical, Regulatory and Corporate Goals, Strong Performance Achievement and Annual Incentive Plan Payouts Reflecting Pay for Performance Alignment

At the beginning of 2022, we established annual cash incentive plan goals that management and the Compensation Committee considered rigorous, aggressive and challenging, attainable only with strong performance, and that took into account relevant opportunities and risks.

As discussed below, the objective, measurable goals fell into five categories:

•Develop and prepare for commercialization: INO-4800 (COVID-19)

•Develop and prepare for commercialization: VGX-3100 (HPV-related diseases)

•Advance our oncology and orphan disease programs

•Advance our infectious disease programs (including MERS and Lassa)

•Other corporate objectives (including financing and business development)


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Executive Compensation

The clinical and regulatory categories required enrollment, trials and other development activities for new product candidates. The corporate objectives involved raising capital and developing strategic plans.

The Compensation Committee set challenging targets and evaluated performance achievement relative to the goals. Based on achievement of the foregoing components, actual bonus payouts to our named executive officers for 2022 performance were at 80% of the targeted amounts. See “Executive Compensation Components and Narrative to Summary Compensation Table—

Performance-Based Annual Cash Incentive Compensation” for additional detail.

Peer Group: Assessed and Updated Peer Group to Reflect Then-Current Market Capitalization

Each year, the Compensation Committee reassesses the group of peer companies used as a reference point for evaluating executive compensation. In connection with determining the compensation of the CEO and other executive officers, the Compensation Committee conducted a review of our peer group to ensure its continued appropriateness.

In 2021, due to a significant increase in the market capitalization size of Inovio, the criteria for selecting peers for making 2022 compensation decisions were changed in the second half of 2021 to the following:

•Biotechnology and pharmaceutical companies;

•Companies primarily with product candidates in Phase 2 or Phase 3 clinical trials or NDA/newly marketed, with a preference towards immuno-oncology and oncology vaccine development;

•Market capitalization between $600 million and $5.0 billion; and

•Between 100-800 employees.

In August 2021, the Compensation Committee approved the following 21 companies to comprise the Company's peer group for 2022 compensation decisions:


Adaptimmune Therapeutics	ChemoCentryx	Iovance Biotherapeutics
Agenus	Cytokinetics	Karyopharm Therapeutics
Alector	Deciphera Pharmaceuticals	PureTech Health
Allakos	Epizyme	Replimune Group
Arcus Biosciences	FibroGen	Seres Therapeutics
Arena Pharmaceuticals	Forma Therapeutics	TG Therapeutics
Atara Biotherapeutics	Halozyme Therapeutics	Vir Biotechnology


Peer Group Statistics as of July 16, 2021			Market Capitalization (billions)
25th Percentile			$1.2
50th Percentile			$1.9
75th Percentile			$3.8
Inovio			$1.8
Percentile Rank			48%

Consistent with best practices for corporate governance, the Compensation Committee has committed to review the peer group annually. In addition to using data from this peer group, we use supplemental survey data to evaluate the market for competitive pay.


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Executive Compensation

Our Compensation Committee does not benchmark compensation or make decisions with respect to compensation arrangements and amounts solely based on peer data, but refers to peer data to help ensure that target compensation amounts selected by the Compensation Committee do not materially deviate from market practices and that target amounts provide fair compensation given individual and company performance. In particular, the Compensation Committee requested data from Aon at the 25th percentile, median and 75th percentile of our peer group for base salary, target annual bonus, actual annual bonus, aggregate equity award value, total target compensation and total actual compensation. However, individual compensation decisions may deviate from the peer data, as our Compensation Committee discussed the peer data and made the 2022 compensation decisions in the context of the factors discussed below under the section titled “Compensation Components."

Our Executive Compensation Program

Program Objectives

We design our executive compensation program to achieve the following objectives:

•Motivate and reward executives whose knowledge, skills and performance are essential to our success;

•Align the performance of our executives and the interests of our stockholders;

•Recruit and retain executive talent; and

•Support the corporate business strategy and business plan by rewarding achievement based on our expectations for results and attainment of short-term and long-term goals by our executives.

2022 Say-on-Pay Vote

At our annual meeting of stockholders in 2022, approximately 79% of the votes cast on the say-on-pay proposal supported the proposal. Our Board and our Compensation Committee value the opinions of our stockholders, and we believe that it is important for our stockholders to have an opportunity to vote on this proposal annually. In addition to our annual advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues.

Stockholder Engagement

While the Compensation Committee views the vote results of the 2022 say-on-pay vote as indicative of support, the Committee also recognized that a minority of stockholders were expressing concern with their votes. Therefore, the Compensation Committee implemented a campaign to engage with stockholders and determine their concerns and how they might be addressed. Following the 2022 annual meeting of stockholders, the Compensation Committee authorized members of our management team to reach out to stockholders. In total, we reached out to 22 stockholders holding approximately 40% of our shares outstanding. We received responses from six stockholders, holding approximately 25% of our shares outstanding and engaged with two of these stockholders together holding approximately 10% of our shares outstanding.

Through these engagements, the stockholders expressed broad support for our compensation program and corporate governance. Each stockholder expressed a preference that the Compensation Committee implement equity awards tied to multi-year, rigorous performance metrics, with one stockholder expressing a specific preference for relative performance metrics in long-term incentives. While the Compensation Committee believes that an equity incentive focused on inherently performance-based stock options with moderate use of time-based RSUs is appropriate for our restructuring and growth strategy, the Committee is continually evaluating equity grant practices to determine if the use of performance metric linked RSUs would be appropriate for our corporate strategy.

Our Compensation Committee has considered the results of the advisory vote in the context of our overall compensation philosophy, policies and decisions, as well as the relatively low stockholder interest in engaging with the company to express specific concerns about our compensation program. Our Compensation Committee believes that the 2022 say-on-pay vote endorsed our compensation philosophy and the decisions we made for 2021 and, therefore, the Committee generally maintained a consistent course for the 2022 compensation for our named executive officers.


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Executive Compensation

Compensation Process

Role of the Compensation Committee

The Compensation Committee of our Board has the primary responsibility for determining compensation of our executives. Our Board has determined that each member of our Compensation Committee is “independent” as that term is defined by applicable Nasdaq rules and is a “non-employee” director as defined under Section 16 of the Exchange Act.

Our Compensation Committee determines all compensation matters for our named executive officers (excluding our CEO), including base salary, bonuses, and equity compensation. Utilizing input from our Chief Executive Officer as well as that of independent compensation consultants as needed, the Compensation Committee makes an independent decision on compensation for each executive. The Compensation Committee also oversees the Chief Executive Officer and other senior officers in making compensation determinations of our non-executive staff. The Compensation Committee assesses performance on a number of subjective and objective factors, including the achievement of company and individual performance goals.

The Compensation Committee conducts an annual review of the Chief Executive Officer’s performance and reports its evaluation to the Board. The Board reviews the Compensation Committee’s evaluation and recommendation and also evaluates the Chief Executive Officer’s performance according to the goals and objectives established periodically by the full Board. This review serves as the basis for the recommendation of the Compensation Committee on Chief Executive Officer compensation. The Chief Executive Officer does not play any role with respect to any matter affecting her own compensation and is not present when the Compensation Committee discusses and formulates the compensation recommendation.

Role of the Independent Compensation Consultant

The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties.

The Compensation Committee has the authority to engage advisers to assist the committee in carrying out its duties. The Compensation Committee has engaged the Human Capital Solutions practice of Aon, a division of Aon plc (“Aon”), an independent compensation consultant, to provide information on compensation trends and practices and to assist in evaluating our executive compensation policy and programs. The Compensation Committee engaged Aon in 2022 for compensation consulting services. To facilitate the Compensation Committee’s review and decision making for the overall compensation strategy, Aon provided the Compensation Committee with a peer group proxy study, general biopharma industry market data, benchmarks and recommendations for equity awards for executives. Aon does not provide services to our management without the Compensation Committee’s approval, but has been directed by the Compensation Committee to work in cooperation with management as necessary to gather information to carry out its obligation to the Compensation Committee. The Compensation Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Aon from serving as an independent consultant to the Compensation Committee.

While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions about compensation matters.

Role of the Chief Executive Officer

The Compensation Committee works with our Chief Executive Officer to set the target total direct compensation of each of our named executive officers other than our Chief Executive Officer. As part of this process, our Chief Executive Officer evaluates each named executive officer, determines her recommendations about the target compensation of each named executive officer and delivers her evaluations and compensation recommendations to the Compensation Committee.

Taking into account the Chief Executive Officer’s evaluations and recommendations and other information it deems relevant, such as our achievement of corporate goals, the executive officer’s achievement of individual goals, responsibilities and experience, as well as the compensation philosophy described above and with reference to the peer group data, the Compensation Committee sets the target total direct compensation of our named executive officers. The Compensation Committee sets the compensation for our Chief Executive Officer and each of our named executive officers.


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Executive Compensation

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for 2022 and 2021.



Name and Principal Position	Year	Salary ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan ($)(4)	All Other Compensation ($)(5)	Total ($)

Jacqueline E. Shea, Ph.D. President and Chief Executive Officer(6)	2022	729,758	1,171,474	1,268,362	336,000	13,524	3,519,118
	2021	467,585	750,726	860,581	218,442	12,823	2,310,157

Peter D. Kies Chief Financial Officer	2022	518,552	463,358	466,386	155,940	14,232	1,618,468
	2021	496,168	750,726	860,581	178,960	11,382	2,297,817

Laurent M. Humeau, Ph.D. Chief Scientific Officer	2022	508,314	446,936	449,936	152,275	13,000	1,570,461
	2021	484,508	750,726	860,581	174,754	13,000	2,283,569




J. Joseph Kim, Ph.D. Former President and Chief Executive Officer(7)	2022	523,714	2,979,264	4,262,438	—	2,706,881	10,472,297
	2021	844,056	2,289,930	2,625,258	451,356	13,000	6,223,600

1.Salary includes contributions made by the employee to our 401(k) plan and payouts of accrued but unused vacation time.

2.Represents the grant date fair values of RSUs computed in accordance with FASB ASC Topic 718. See Note 10, “Stockholders' Equity”, to our audited consolidated financial statements for the year ended December 31, 2022, included in our Annual Report on Form 10-K, for the assumptions made in determining stock compensation values. For Dr. Kim, the amount reported for 2022 includes $1,470,694 of incremental value related to the modification of his unvested RSUs upon his separation in May 2022. In May 2022, one-half of Dr. Kim's outstanding RSUs were settled in 372,710 shares of our common stock, and one-half were settled for $928,048 in cash.

3.Represents the grant date fair value of stock options computed in accordance with FASB ASC Topic 718. See Note 10, “Stockholders' Equity”, to our audited consolidated financial statements for the year ended December 31, 2022, included in our Annual Report on Form 10-K, for the assumptions made in determining stock compensation values. For Dr. Kim, the amount reported for 2022 includes $2,744,023 of incremental value related to the modification of his outstanding stock options upon his separation in May 2022.

4.The amounts in this column reflect cash incentive bonuses earned during the respective year and paid during the first quarter of the following year. See the discussion below under "Executive Compensation Components and Narrative to Summary Compensation Table - Performance-Based Annual Cash Incentive Compensation”, for additional information regarding bonus payouts earned for 2022. Due to his resignation in May 2022, Dr. Kim was not eligible for a cash incentive bonus for 2022.

5.Represents company 401(k) match amounts for the indicated year and, for Dr. Kim only, the reported amount for 2022 also includes (a) $2,430,148 in cash severance, all of which was paid during the year ended December 31, 2022, (b) COBRA subsidy payments of $93,914, which amount is being paid in installments through May 2024, (c) consulting payments of $100,000 earned during the year ended December 31, 2022 for advisory services provided to us following his separation, (d) $58,000 in executive coaching services provided to Dr. Kim at our expense and (e) $11,319 in reimbursement of Dr. Kim's legal expenses incurred in connection with the negotiation of terms of his separation from the Company.

6.On May 10, 2022, Dr. Shea was appointed as our President and Chief Executive Officer. Previously she served as our Chief Operating Officer during the years indicated.

7.On May 9, 2022, Dr. Kim resigned from his position as our President and Chief Executive Officer, effective May 10, 2022. Upon such date, his service as an executive officer of the Company ceased.

Executive Compensation Components and Narrative to Summary Compensation Table

Our executive compensation primarily consists of base salary, performance-based annual cash incentive compensation and long-term equity-based compensation. We place significant emphasis on performance-based incentive compensation that focuses on our executives’ efforts to deliver both short-term and long-term goal achievement for our stockholders without encouraging excessive risk taking.


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Executive Compensation

The factors our Compensation Committee considered for each of our executives in 2022 included:

•Overall corporate performance during 2022 as measured against predetermined performance goals;

•The roles and responsibilities of our executives in executing the corporate goals;

•Our executives’ performance during 2022 in general and as measured against predetermined performance goals;

•The individual experience and skills of our executives;

•Any contractual commitments we have made to our executives regarding compensation; and

•Compensation paid by similar companies to their executives with similar roles and responsibilities.

Base Salary

Base salaries of executive officers are reviewed and approved annually by our Compensation Committee and adjustments are made based on (i) salary recommendations from our Chief Executive Officer, (ii) individual performance of executive officers for the previous fiscal year, (iii) our financial results for the previous year, and (iv) our financial condition. Our Chief Executive Officer does not make recommendations regarding her own compensation. In addition, in establishing the total compensation package for our Chief Executive Officer, the Compensation Committee pursues the same objectives and policies that apply for our other executive officers.

Base salary reflects job responsibilities, value to us and individual performance, taking into consideration the need to attract and retain our executives. We determine salaries for our named executive officers initially by reference to each executive’s employment agreement, which we describe below. The Compensation Committee determines any increase over these salaries based upon recommendations of our Chief Executive Officer and other factors, except in the case of the Chief Executive Officer’s own compensation. The Compensation Committee generally reviews base salaries of our executives annually and adjusts salaries from time to time to realign salaries with market levels, individual performance and the performance of the Company.

Achievement of individual and corporate accomplishments along with the executive officer’s level of responsibility, competitive factors and our internal policies regarding salary increases were considered regarding 2022 salary increases.

Annual base salaries for each of our named executive officers for 2021 and 2022 were as follows:



Name	2021 Salary ($)	2022 Salary ($)	Increase (%)

Jacqueline E. Shea, Ph.D.	453,200	700,000	54%
Peter D. Kies	464,108	487,314	5%
Laurent M. Humeau, Ph.D.	453,200	475,860	5%

J. Joseph Kim, Ph.D.	720,326	745,537	3	%

Dr. Shea was appointed President and Chief Executive Officer in May 2022. As of that date she received a salary increase to $700,000 in connection with her new position. Salary increases for our Chief Financial Officer and Chief Scientific Officer were 5% and for our former Chief Executive Officer was 3% for 2022. Increases were given in order for the adjusted base salaries to be at approximately the 50th percentile within our peer group for those executives.

Performance-Based Annual Cash Incentive Compensation

We provide for an annual cash incentive that reinforces our pay-for-performance approach. This incentive compensation is a short-term incentive program that rewards achievement of annual goals and objectives. At the end of each calendar year, annual incentive awards are awarded at the sole determination of the Compensation Committee (on behalf of the Board) based on the actual and measurable performance of the Company based on a set of predetermined corporate objectives established and communicated to executives at the beginning of the previous year.


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Executive Compensation

Each year, the Chief Executive Officer provides company goals to the Board for review and the Board reviews and approves the goals and assigns weightings. The weightings for each goal vary year to year depending on the importance of the goal for a particular year. At the end of the year, the Compensation Committee determines an overall corporate performance score that is then multiplied by each executive’s target bonus, which is expressed as a percentage of base salary.

For 2022, the target bonus percentages were 60% for our Chief Executive Officer and 40% for our other named executive officers, consistent with our philosophy that a significant portion of each executive’s total target compensation should be performance-based, and reflected the Compensation Committee’s review of internal pay equity.

The corporate goals for 2022 were similar to those in 2021, focusing on the clinical and preclinical development of our product candidates, as well as other strategic goals such as fundraising and business development. The 2022 corporate performance score was the sum of the achievement levels of the following corporate objectives, as further described below:


2022 Corporate Objectives	Target Weighting (%)	Actual Achievement (%)
Develop and prepare for commercialization: INO-4800 (COVID-19)	50	35
Develop and prepare for commercialization: VGX-3100 (HPV-related diseases)	15	13
Advance our oncology and orphan disease programs	14	13
Advance our infectious disease programs (including MERS and Lassa)	6	4
Other corporate objectives (including financing and business development)	15	15
Total	100	80

The target weightings set forth in the table above were comprised of the following components:

COVID-19 Vaccine Candidates:

•12% for the global Phase 3 INNOVATE trial for INO-4800 with modified primary endpoint of severe disease prevention;

•12% for conducting INO-4800 Heterologous boost clinical trial;

•3% for conducting INO-4800 + IL-12 dose finding trial;

•7% for commercial sales objectives;

•7% for manufacturing of DNA plasmids, devices and arrays to deliver INO-4800; and

•9% for establishing a Company-wide commercial ready infrastructure and product launch readiness for INO-4800 and for other Phase 3 programs.

VGX-3100:

•10% for conducting Cervical HSIL REVEAL 2 Phase 3 clinical trial including top line primary efficacy data readout; and

•5% for completing Biomarker Assay conversion to Verification (cGMP) level assay and conducting retrospective REVEAL1 sample analyses.

Advancing Oncology and Orphan Disease Programs:

•6% for conducting RRP-001 for INO-3107 Phase 1/ 2 trial (Part A) including completing immunogenicity, efficacy and one year safety follow-up; and

•8% for advancing Phase 3 RRP-301 trial for INO-3107.

Advancing Infectious Disease Programs:

•4% in the aggregate based on enrollment and numbers of patients dosed in our Lassa fever and MERS trials; and

•2% for supporting advancement of externally funded clinical programs.


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Executive Compensation

Additional Corporate Objective:

•10% to maintain a strong balance sheet via a combination of new funding and control of expenses to end the year with no less than 1.5 years cash runway based on the current approved budget.

•5% to attract top talent to fill open positions, reward performance with focused pay equity analysis, develop key leadership skills required to support evolving business objectives, and maintain strong diversity representation.

For each corporate objective described above, partial credit could be given by the Compensation Committee based on the actual level of achievement. In the event that achievement of a predetermined stretch goal within the objectives described above was achieved, the Compensation Committee could give up to 50% extra credit for that objective.

At the time the Compensation Committee set our goals for 2022, the Compensation Committee believed that each of the corporate objectives were achievable at the target level, but only with significant effort.

Dr. Kim, our former Chief Executive Officer, was not eligible for a bonus for 2022 as his employment with us ceased on May 10, 2022. The actual payouts to each named executive officer for 2022 performance are set forth below and in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.



Name	Base Salary ($) (1)	Target Opportunity (%)	Target Opportunity ($)	Weighted Performance Payout Percentage (%)	Total Payout ($)

Jacqueline E. Shea, Ph.D.	700,000	60	420,000	80	336,000
Peter D. Kies	487,314	40	194,926	80	155,940
Laurent M. Humeau, Ph.D.	475,860	40	190,344	80	152,275

J. Joseph Kim, Ph.D.	745,537	65	484,599	N/A	N/A

1.Amounts shown in this table are salary only, while amounts shown in the salary column of the Summary Compensation Table include payouts of accrued but unused vacation time.

Long-Term Equity-Based Incentive Compensation

The Compensation Committee structured the 2022 mix of equity vehicles and the relative weight assigned to each to motivate stock price appreciation over the long term through a combination of stock options, which deliver value only if the stock price increases, and RSUs, which are complementary because they have upside potential but deliver some value even if the stock price does not increase, and they also encourage ownership and retention while aligning executive officers’ interests with those of our stockholders.

Our Compensation Committee receives preliminary recommendations for equity-based awards from our Chief Executive Officer. Our Compensation Committee then reviews the market-based recommendations based on our peer group and recommends equity-based awards for all of our officers, including our Chief Executive Officer and the other named executive officers, to our Board for approval.

Long-term equity-based incentive grant values are targeted to be at the market 50th percentiles in aggregate based on the companies in our peer group. This target remained flat year-over-year. The Compensation Committee aims to balance the responsible use of shares with its goals of alignment with stockholders and executive retention, and to do so in 2022 granted a blend of stock options and RSUs. The Compensation Committee considers and evaluates the appropriate mix of equity vehicles each year, taking into consideration these various factors.

For 2022, the mix of equity grant value was approximately 57% in the form of stock options and 43% in the form of RSUs. The number of stock options and RSUs granted by the Compensation Committee during 2022 were as follows:


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Name	Grant Date Fair Value of Stock Options ($)	Stock Options Granted (#)(1)	Grant Date Fair Value of RSUs ($)	RSUs Granted (#)(2)

Jacqueline E. Shea, Ph.D.	1,268,362	591,700	1,171,474	408,700
Peter D. Kies	466,386	192,800	463,358	143,900
Laurent M. Humeau, Ph.D.	449,936	186,000	446,936	138,800

J. Joseph Kim, Ph.D.	1,518,415	627,700	1,508,570	468,500

1.We granted stock options to all of the named executive officers on February 26, 2022, including Dr. Shea, who was then serving as our Chief Operating Officer. Each of the stock option awards granted in February 2022 has an exercise price of $3.22. With respect to Dr. Shea, on May 10, 2022, we granted her additional stock options to purchase 309,400 shares of our common stock at an exercise price of $2.49 per share in connection with her promotion and appointment as Chief Executive Officer. All of the stock options granted in 2022 vest in four equal installments, with 25% vesting immediately on the grant date and 25% vesting on each anniversary of the grant date thereafter.

2.We granted RSUs to all of the named executive officers, including Dr. Shea, on February 26, 2022. With respect to Dr. Shea, on May 10, 2022, we granted her 198,000 RSUs additional with a grant date fair value of $2.49 per share. The grant date fair value of the RSUs shown in the table reflect the closing price on the date of grant. All of the RSUs granted in 2022 vest in three equal annual installments beginning on the first anniversary of the grant date.

Other Aspects of Our Compensation Program

Severance and Change in Control Benefits

All of our named executive officers are eligible for certain severance benefits upon a qualifying termination under the terms of their employment agreements. Our Compensation Committee considers these severance benefits critical to attracting and retaining high-caliber executives. Additionally, our Compensation Committee believes that providing enhanced severance benefits to our Chief Executive Officer and Chief Financial Officer upon a qualifying termination in connection with a change in control minimizes the distractions to these executives in connection with a corporate transaction and reduces the risk that our Chief Executive Officer and Chief Financial Officer depart our company before a transaction is completed. We believe that the severance benefits allow our Chief Executive Officer and Chief Financial Officer to focus on continuing normal business operations and, in the case of change in control severance benefits, the success of a potential business combination, rather than worry about how business decisions that may be in our best interest and the interests of our stockholders will impact their own financial security. These existing arrangements help ensure stability, and will help enable our Chief Executive Officer and Chief Financial Officer to maintain a balanced perspective in making overall business decisions during periods of uncertainty. Our Compensation Committee periodically reviews the severance payments and benefits that we provide, including by reference to market data, to ensure they remain appropriately structured and at reasonable levels. A more detailed description of the severance and change in control payments and benefits is provided below with the summary of each named executive officer’s employment agreement.

Perquisites

We do not provide our named executive officers with any perquisites that we do not provide to all of our other employees.

Recoupment Policy

In order to align further management’s interests with the interests of our stockholders and to support good corporate governance practices, our Corporate Governance Guidelines provide that, subject to rules of the SEC and the exchange on which our common stock is traded, in the event that we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the federal securities laws, we shall recover from any current or former executive officer, as determined in accordance with such rules, who received cash and equity-based compensation (including stock options awarded as compensation) during the three-year period preceding the date on which we are required to prepare an accounting restatement, based on the erroneous data, in excess of what would have been paid to the executive officer under the accounting restatement and any respective profits that officer has realized from the sale of our securities during the 12-month period preceding the date on which we are required to prepare an accounting restatement.


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Stock Ownership Guidelines and Policies

In March 2019, our Compensation Committee adopted stock ownership guidelines for our directors and officers. Our Compensation Committee, in consultation with Aon, determined that stock ownership guidelines are common among large public companies and are increasing in prevalence among mid-sized and smaller companies. The Compensation Committee also determined that stock ownership guidelines help align the interests of our executives with those of our stockholders and may act as a risk mitigation device.

The stock ownership guidelines are based on a multiple of base salary or annual cash retainer, as follows:


Position			Ownership Guideline
Chief Executive Officer			3 times annual base salary
Other Executive Officers			1 times annual base salary
Non-Employee Director			3 times annual base cash retainer (not including amounts received for service on Board committees)

For purposes of these guidelines, “ownership” includes: (1) shares owned directly by the individual (or jointly with the individual’s spouse) and by members of the individual’s immediate family; (2) shares held in trust for the benefit of the individual and/or his or her immediate family members residing in the same household; (3) shares subject to outstanding stock options held by the individual (but only to the extent vested and with an exercise price less than the average of the daily closing sales price of our common stock for the last 90 trading days of the immediately preceding calendar year; and (4) 50% of the shares subject to unvested RSUs held by the individual.

Our executive officers and directors have until the later of December 31st of the year in which the officer or director achieves his or her fifth year of service as an officer or director, and December 31st of the fifth year following the year in which the individual becomes subject to the ownership guidelines to comply with the guidelines.

Policy Regarding Hedging and Pledging of Our Common Stock

In addition to our stock ownership guidelines, our executive officers and directors are also subject to our Amended and Restated Code of Business Conduct and Ethics, which prohibits all employees and directors from purchasing financial instruments designed to hedge or offset any decrease in the market value of the Company’s common stock or engage in any transaction that would have the effect of reducing or eliminating the economic risk of holding the Company’s common stock (including, but not limited to, prepaid variable forward contracts, equity swaps, collars, and exchange funds). Our executive officers and directors are also subject to our Insider Trading Policy, which prohibits all employees and directors from engaging in short-term or speculative transactions in the Company’s securities, including pledging and purchasing Company securities on margin.


Inovio Pharmaceuticals, Inc.			32			2023 Proxy Statement


Executive Compensation

Outstanding Equity Awards at Fiscal Year-End

The following tables set forth certain information with respect to outstanding equity awards held by the named executive officers at December 31, 2022.


	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)(1)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)

Jacqueline E. Shea, Ph.D.	100,000	—	3.62	3/25/2029
					59,737	(3)	93,190

	52,417	52,416	11.10	2/26/2031	45,088	(4)	70,337
	70,575	211,725	3.22	2/26/2032	210,700	(5)	328,692
	77,350	232,050	2.49	5/10/2032	198,000	(6)	308,880








Peter D. Kies	20,000	—	2.16	3/14/2023
	37,500	—	12.92	3/26/2024
	38,750	—	8.80	5/22/2024
	60,000	—	7.56	3/5/2025
	67,500	—	7.02	3/9/2026
	100,000	—	6.68	3/10/2027
	126,500	—	4.29	3/5/2028
	100,500	—	3.34	3/8/2029
					59,737	(3)	93,190

	52,417	52,416	11.10	2/26/2031	45,088	(4)	70,337
	48,200	144,600	3.22	2/26/2032	143,900	(5)	224,484
Laurent M. Humeau, Ph.D.	20,000	—	10.00	1/6/2024
	25,000	—	7.56	3/5/2025
	18,000	—	7.02	3/9/2026
	13,750	—	6.68	3/10/2027
	126,500	—	4.29	3/5/2028
	93,200	—	3.34	3/8/2029
					59,737	(3)	93,190

	52,417	52,416	11.10	2/26/2031	45,088	(4)	70,337
	46,500

SEC Form DEF 14A filed by Inovio Pharmaceuticals Inc.