🧾 What This Document Is

This is a DEF 14A, also called a proxy statement. Think of it as an invitation and information packet for the company's annual shareholder meeting. It explains what will be voted on, who is running the company, and how much the top executives are paid. Shareholders use this to make informed voting decisions.

🏢 What The Company Does

👉 In simple terms, Inhibrx Biosciences is a biotech company focused on developing new medicines, particularly for cancer and other serious diseases. After a major split in 2024, the company now focuses on its own pipeline of drugs, including a key candidate called ozekibart (INBRX-109). It was formed when its former parent company sold one asset and spun off the rest into this new, standalone entity.

🗓️ The Annual Meeting & Key Votes

The virtual annual meeting is on Wednesday, June 3, 2026, at 10:00 a.m. Pacific Time. Shareholders will vote on two main items:

1. Proposal 1 - Elect Directors: Vote for two "Class II" directors (Douglas G. Forsyth and Kimberly Manhard) to serve until 2029.
2. Proposal 2 - Ratify Auditors: Approve the appointment of BDO USA, P.C. as the company's independent accounting firm for 2026.

👉 The Board recommends voting "FOR" both proposals. Only shareholders who owned stock by April 7, 2026 (the "Record Date") can vote.

👥 Who’s Running The Show

The Board of Directors is split into three classes with staggered 3-year terms. Here are the key people up for election or already serving:

• Nominated for 2026 (Class II):

  • Douglas G. Forsyth (Age 57): Former investment fund manager with Allianz. Brings financial and business strategy expertise.
  • Kimberly Manhard (Age 66): Veteran in drug development and regulatory affairs, currently at Connect Biopharma. Deep biotech operational experience.

• Continuing Directors:

  • Mark P. Lappe (Age 59): CEO and Chairman. Co-founded the company's predecessor.
  • Jon Faiz Kayyem, Ph.D. (Age 62): Founder of several biotech companies, including GenMark (acquired by Roche).
  • Kristiina Vuori, M.D., Ph.D. (Age 58): President & CEO of Sanford Laboratories; a physician-scientist with a research background.

Executive Team (as of April 2026):

• Mark P. Lappe: CEO & Chairman
• Kelly D. Deck, C.P.A. (Age 46): Chief Financial Officer
• David J. Matly, M.B.A. (Age 40): President (overseeing R&D, operations, and commercial)

💰 Executive Pay: The Numbers

The filing details 2025 compensation for the top three executives. A significant part comes from bonuses and stock options.

• Mark P. Lappe (CEO): Total $2.89 million. This included a $1.7 million one-time "transaction bonus" paid by the acquirer (Sanofi) and a $479,723 performance bonus.
• Kelly D. Deck (CFO): Total $923,696.
• David J. Matly (President): Total $1.44 million.

👉 Why it matters? This shows how leadership is incentivized. Large bonuses tied to company performance (like the successful asset sale) and long-term incentives via stock options align their interests with shareholders.

⚖️ Corporate Governance & Structure

The company outlines its governance practices:

• Board Leadership: CEO Mark Lappe also serves as Chairman. The Board believes this combined role provides efficiency and clear direction.
• Committees: Three key committees oversee specific areas:
  • Audit Committee (Chair: Douglas Forsyth)
  • Compensation Committee (Chair: Jon Faiz Kayyem)
  • Nominating & Governance Committee (Chair: Douglas Forsyth)
• Key Policies: The company has an Insider Trading Policy, a Clawback Policy (to recover executive pay in case of accounting errors), and a Corporate Code of Conduct.

🔍 Fees to the Auditors

The company paid its auditor, BDO USA, P.C., a total of $513,633 for 2025. This was down from $1,054,536 in 2024, which included higher fees for services related to the 2024 corporate spin-off.

🧠 The Analogy

Attending this annual meeting is like going to a virtual town hall for company owners. You're not just listening—you're voting on who sits on the town council (the Board), approving the official bookkeeper (the auditor), and getting a full report on the town's finances and the mayor's salary.

🧩 Final Takeaway

This proxy statement sets the stage for Inhibrx Biosciences' first annual meeting as a restructured, independent company. Shareholders are being asked to vote to re-elect two experienced directors and approve the auditor, while also receiving full transparency on the pay package for the executives guiding the company's new path forward.