ImmunityBio, Inc.

Role of the Compensation Committee

The Compensation Committee, which is comprised entirely of independent directors, is responsible for discharging the Board’s responsibilities relating to compensation of our CEO and other executive officers, overseeing our overall compensation structure, policies and programs, and reviewing our processes and procedures for the consideration and determination of director and executive compensation. The primary objective of the Compensation Committee is to develop and implement compensation policies and plans to attract and retain key management personnel, motivate management to achieve our corporate goals and strategies, and align the interests of management with the long-term interests of our stockholders. We have not adopted formal guidelines for allocating total compensation between long-term and short-term compensation, cash compensation and non-cash compensation, or among different forms of non-cash compensation. As we continue to grow, the Compensation Committee will evaluate our compensation philosophy and program objectives as circumstances require.

The Compensation Committee annually reviews the compensation, plans, policies and programs for our CEO and our other executive officers. In connection therewith, the Compensation Committee considers, among other things, each executive officer’s performance in light of established individual and corporate goals and objectives and the recommendations of our CEO, in consultation with management as well as an independent compensation consultant, as described below.

Role of Management

In discharging its responsibilities, the Compensation Committee works with management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. In particular, the Compensation Committee considers the recommendations of our CEO when reviewing base salary and incentive performance compensation levels of our executive officers and when setting specific individual and corporate performance targets under our annual incentive bonus plan for our executive officers. Our CEO and Global Chief Scientific and Medical Officer have no input and are not present during voting or deliberations about their respective compensation.

Independent Compensation Consultant

Pursuant to its charter, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation. Consistent with the prior year, the Compensation Committee engaged Mercer as an independent outside compensation consultant to perform compensation advisory services during 2025 and to provide information, recommendations and other advice relating to director and executive compensation. The Compensation Committee believes working with an independent compensation consultant furthers the company’s objectives to recruit and retain qualified executives, align executive interests with those of stockholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals. The Compensation Committee intends to continue to retain a consultant to provide similar information and analyses in future years for consideration in determining annual cash, equity and other compensation for our employees, executive officers and directors.

The Compensation Committee has reviewed the independence of Mercer’s advisory role relative to the consultant independence factors adopted by the SEC to guide listed companies in determining the independence of their compensation consultants, legal counsel and other advisors. Following its review, the Compensation Committee determined that no conflict of interest arose from the work performed by Mercer during the fiscal year ended December 31, 2025.

Peer Group

For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses. The Compensation Committee also uses market data from our compensation peer group and from additional Mercer databases as one factor in evaluating whether the compensation for our executive officers is competitive in the market. The Compensation Committee and the Board, as applicable, also rely on their own knowledge and judgment in evaluating market data and making compensation decisions.

ImmunityBio, Inc. | 26 | 2026 Proxy Statement

In July 2024, the Compensation Committee, in consultation with Mercer, reassessed and updated its peer group of companies to assist with its 2025 compensation assessment. Natera, Inc., Exact Sciences Corporation, and Mirati Therapeutics, Inc. were removed from the peer group, while Blueprint Medicines Corporation, TG Therapeutics, Inc., and Immunocore Holdings plc were added to better align with ImmunityBio’s industry, financial size, and business model. The peer group for 2025 consists of public biotechnology companies that are relatively similar to us in terms of revenue, market capitalization and industry focus.

The peer group of companies for 2025 for executive and director compensation decisions included the following companies:

This compensation peer group was used by the Compensation Committee in connection with its annual review of our executive compensation program in 2025. Specifically, the Compensation Committee reviewed the compensation data drawn from the compensation peer group, in combination with industry-specific compensation survey data, to develop a subjective representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The Compensation Committee then evaluated how our pay practices and the compensation levels of our executive officers compared to the competitive market. As part of this evaluation, the Compensation Committee also reviewed the performance measures and performance goals generally used within the competitive market to reward performance.

We do not believe that it is appropriate to make compensation decisions, whether regarding base salaries or short-term or long-term incentive compensation, solely based upon competitive market data with respect to a peer or other representative group of companies. However, the Compensation Committee believes that information regarding the compensation practices of other companies is useful in at least two respects: (1) the Compensation Committee recognizes that our compensation policies and practices must be competitive in the marketplace and (2) this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages. In evaluating the company’s executive compensation level and programs for NEOs in comparison to the company’s peer group, the Compensation Committee generally targets compensation levels consistent with the market median, but considers total direct compensation above or below the median depending on level of experience and criticality of executive talent. This information is only one of several factors that the Compensation Committee considers, however, in making its decisions with respect to the compensation of our executive officers, including our NEOs.