James Boylan
About James Boylan
Independent director since October 2023; age 58. Chief Executive Officer of Enavate Sciences (a Patient Square Capital portfolio company) since May 2022; formerly President and Head of Investment Banking at SVB Leerink (2009–2021). Education: B.S. in Finance (Lehigh University) and M.B.A. (Columbia University). Determined independent by the Board under Nasdaq standards; serves as Compensation Committee Chair and member of Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SVB Leerink | President and Head of Investment Banking | May 2009 – April 2021 | Led investment banking; extensive biotech/life sciences capital markets exposure |
| Enavate Sciences (portfolio company of Patient Square Capital) | Chief Executive Officer | May 2022 – present | Provides capital and strategic growth support to biotech/life sciences companies |
External Roles
| Company | Role | Public Ticker | Tenure | Committees/Notes |
|---|---|---|---|---|
| Enavate Sciences | Board member | — | Current | Also CEO; Enavate is a 5%+ IMNM stockholder via Immunome Aggregator LP |
| Compass Therapeutics | Director | NASDAQ: CMPX | Current | Clinical-stage biopharma |
| Zenas BioPharma | Director | NASDAQ: ZBIO | Current | Clinical-stage biopharma |
| Graviton Bioscience | Director | — (private) | Current | Clinical-stage biopharma |
| Camp4 Therapeutics | Director | NASDAQ: CAMP | Current | Pre-clinical biopharma |
Board Governance
- Committee assignments: Compensation Committee (Chair); Nominating & Corporate Governance Committee (member) .
- Independence: Board affirmatively determined Boylan is independent under Nasdaq, including for compensation committee service .
- Attendance and engagement: In 2024, Board met 8 times; Compensation met 6; Nominating met 4. No director attended fewer than 75% of Board and applicable committee meetings; executive sessions of independent directors held regularly .
- Compensation Committee practices: Uses Aon/Radford as independent consultant; targets ~50th percentile for cash and ~75th percentile for equity versus peer group; assessed for consultant independence and conflicts (none identified) .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 55,000 | Actual fees recorded for 2024 |
| Policy references | 40,000 base annual retainer; 10,000 Compensation Committee chair retainer; 5,000 Nominating Committee member retainer | Policy elements in effect for 2024; components consistent with total of $55,000 |
Performance Compensation
| Equity Award (2024) | Grant Value ($) | Vesting | Notes |
|---|---|---|---|
| Annual non‑employee director stock option | 134,999 | Vests in equal quarterly installments; fully vested by first anniversary of grant | Value recorded for Boylan in 2024; annual grants occur the business day after the annual meeting |
| Holding arrangement | — | — | Boylan agreed to receive and hold any director securities for the benefit of Enavate Sciences, LP |
Director equity is time‑vested options; no performance‑metric PSUs/TSR noted for directors in IMNM’s policy (skip if not applicable) .
Other Directorships & Interlocks
| Potential Interlock/Signal | Detail |
|---|---|
| Enavate designation and ownership | Boylan was originally appointed as Enavate’s designee following the 2023 PIPE; Enavate’s designation right has expired. Enavate affiliates own ~5.49% of IMNM; Boylan sits on the Holdings Board that controls Immunome Aggregator LP’s voting/dispositive decisions . |
| Related‑party capital raises | January 2025 follow‑on: Immunome Aggregator LP purchased 1,283,399 shares for ~$9.95M . |
Expertise & Qualifications
- Capital markets and strategic finance expertise from SVB Leerink leadership; venture/corporate governance experience across multiple biopharmas .
- Industry knowledge and board experience viewed by IMNM as additive to Compensation and Nominating work .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Feb 1, 2025) | 29,268 shares via options exercisable within 60 days | Less than 1% of shares outstanding |
| Outstanding director stock options (Dec 31, 2024) | 52,871 shares subject to options | Aggregate director option holdings for Boylan |
| Pledging/hedging | Prohibited by company policy for directors | No pledging allowed; hedging banned |
| Section 16 compliance | One late filing (automatic annual equity awards) for non‑employee directors (one day late) | Company states otherwise compliant in 2024 |
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee; demonstrates robust engagement (Board/committee cadence; 75%+ attendance threshold met) .
- Compensation governance uses external consultant with independence review; explicit clawback oversight; structured equity grant timing to reduce MNPI concerns .
- Director equity grants are standardized and vest over time; no director meeting fees; clear committee retainer structure .
-
Risks and RED FLAGS
- Potential conflict: Boylan is CEO and board member of Enavate, a 5%+ holder; he agreed to hold director securities for Enavate’s benefit, and sits on the Holdings Board that controls Immunome Aggregator LP’s voting. While the Board deems him independent, investors may scrutinize influence on compensation decisions and related‑party dynamics, especially in capital raises where Enavate participates .
- Minor compliance lapse: One‑day late Section 16 filing for automatic director awards (administrative, but worth monitoring for controls effectiveness) .
-
Overall implication
- Boylan brings valuable financing and biotech network expertise to the Board and Compensation Committee; independence is formally affirmed. The Enavate affiliation introduces an interlock that warrants continued monitoring in director equity handling, committee decisions impacting shareholder dilution, and any future related‑party transactions.
Citations: All facts and figures are cited inline with [doc_id:chunk] references from IMNM’s 2025 DEF 14A.