Isaac Barchas
About Isaac Barchas
Isaac Barchas, J.D., age 57, has served as Immunome’s lead independent director since October 2023 and as a Class II director since 2023. He holds a B.A. from Stanford University and an M.A. and J.D. from the University of Chicago. His background includes leadership at Research Bridge Partners (board member since 2017; CEO through January 2024), Director of the Austin Technology Incubator (2006–2016), and consulting at McKinsey & Company (1996–2006). He also serves on the board of Tetricus Labs, a private AI-enabled psychiatric diagnostics company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Research Bridge Partners | President & CEO; Director | Jan 2017–Jan 2024 (CEO); Director since Jan 2017 | Led biotech acceleration; remains on board |
| Austin Technology Incubator | Director | 2006–2016 | Directed incubation program; innovation ecosystem |
| McKinsey & Company | Consultant | 1996–2006 | Strategy/operations advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Research Bridge Partners | Director | Jan 2017–present | Governance oversight at biotech accelerator |
| Tetricus Labs (private) | Director | Current | AI-enabled psychiatric diagnostics focus |
Board Governance
- Current roles: Lead Independent Director; Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee.
- Independence: Board affirmatively determined Barchas is independent under Nasdaq and SEC rules (general board and compensation committee standards).
- Lead Independent Director responsibilities: presides over meetings in Chair’s absence, liaises between Chair and independent directors, presides over independent director sessions, and consults on board agendas/schedules.
- Attendance and engagement: In 2024, Board met 8x; Committees met Audit 4x, Compensation 6x, Nominating 4x; no director attended fewer than 75% of applicable meetings. Executive sessions of independent directors are held regularly (typically at each regular Board meeting).
| Committee | Membership | Chair | Independence/Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Barchas, Boylan, Schafer | Barchas | All members independent; oversees board independence, conflicts, succession, and board effectiveness |
| Compensation | Boylan, Barchas, Bienaimé | Boylan | All independent; oversees exec/dir compensation, clawbacks, equity plans |
| Audit | Schafer, Bienaimé, Swain | Schafer | Not a member; all members independent; Schafer is audit committee financial expert |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $82,500 |
| Total Cash Director Fees | $82,500 |
- Director compensation framework (2024 policy): annual retainer $60,000 for Lead Independent Director; committee member retainers $7,500 (Audit), $5,000 (Compensation), $5,000 (Nominating); committee chair retainers $15,000 (Audit), $10,000 (Compensation), $10,000 (Nominating).
Performance Compensation
| Equity Award Type | Grant Value Basis | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Annual Non-Employee Director Option | Target aggregate value $135,000 | Equal quarterly over one year; fully vested at first anniversary | Unvested director options vest fully upon Change in Control if director remains in service through the date |
| Initial Director Option (post-merger/new appointees) | Target aggregate value $270,000 | Equal quarterly installments; fully vested at third anniversary | Same as above |
| 2024 Reported Option Grant Value (Barchas) | $134,999 | Per policy schedule above | Per policy above |
- Clawback oversight: Compensation Committee approves and oversees application of clawback/recoupment of incentive compensation (executive-focused; applies to incentive comp).
- Performance metrics tied to director compensation: None disclosed; director equity awards are time-based under the Non-Employee Director Compensation Policy.
Other Directorships & Interlocks
| Entity | Nature | Detail |
|---|---|---|
| Enavate Sciences L.P. (5% holder) | Investor director presence | James Boylan (CEO of Enavate) serves on IMNM’s Board; he agreed to hold board equity grants for the benefit of Enavate Sciences, L.P. |
| Arsenal Bridge Venture II LLC and II-B LLC | Affiliated holdings of Barchas | Barchas co-founded ABV II and ABV II-B; beneficial ownership includes shares held by these entities (see Ownership section). |
Expertise & Qualifications
- Life sciences investment and business expertise; leadership experience across biotech acceleration and technology incubation; prior top-tier consulting experience.
- Legal training (J.D.), with additional academic credentials (B.A., M.A.).
- Board leadership: Lead Independent Director with responsibilities enhancing independent oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components |
|---|---|---|---|
| Isaac Barchas, J.D. | 2,612,745 | 3.01% | 92,211 common shares; 1,471,613 via Arsenal Bridge Venture II, LLC; 942,768 via Arsenal Bridge Venture II-B LLC; 106,153 options exercisable within 60 days (Feb 1, 2025) |
| Options outstanding (total) | 129,756 | — | Aggregate options as of Dec 31, 2024 (vested/unvested mix not separately disclosed) |
- Hedging/pledging: Company policy prohibits directors from hedging, purchasing on margin, borrowing against, or pledging company stock.
- Section 16 compliance: Directors/officers complied in 2024 except an automatic annual director equity award filing was one day late.
Governance Assessment
- Board effectiveness: Barchas is Lead Independent Director, chairs Nominating & Corporate Governance, and sits on Compensation—positions aligned with oversight of independence, conflicts, succession, and pay governance.
- Independence and attendance: Affirmed independent; no director under-attendance (<75%) in 2024, indicating engagement.
- Ownership alignment: 3.01% beneficial ownership (including affiliated entities), plus director option holdings, suggests meaningful skin-in-the-game relative to non-employee directors.
- Compensation mix: 2024 director comp comprised $82,500 cash fees and $134,999 option grant value per policy; equity awards are time-based, not performance-contingent for directors.
- Potential conflicts/related-party exposure: Barchas co-founded ABV II/ABV II-B (significant holdings); Enavate (5% holder) has an affiliated director (Boylan). The Board’s Related Party Transactions Policy mandates Audit Committee review/approval of covered transactions, and the Board determined no material disqualifying relationships among independent directors.
- Risk indicators: No legal proceedings or loans disclosed related to Barchas; hedging/pledging prohibited; minor compliance note (1-day late Section 16 filing for director automatic awards) acknowledged.