Jean-Jacques Bienaimé
About Jean‑Jacques Bienaimé
Jean‑Jacques Bienaimé, age 71, is a Class II independent director at Immunome (IMNM), first appointed in November 2023 and standing for election at the 2025 annual meeting; he serves on the Audit and Compensation Committees . He previously served as CEO (2005–Dec 2023), Chairman (2015–Dec 2023), and director (2005–May 2024) of BioMarin, and holds an MBA from Wharton and an economics degree from ESCP (École Supérieure de Commerce de Paris) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioMarin Pharmaceutical (BMRN) | CEO; Chairman; Director | CEO: May 2005–Dec 2023; Chairman: Jun 2015–Dec 2023; Director: May 2005–May 2024 | Led growth and governance through CEO/Chair transitions . |
| Genencor | Chairman, CEO, President | Nov 2002–Apr 2005 | Operated biotech business incl. targeted cancer biotherapeutics . |
| Sangstat Medical | President (1998), CEO (1999–late 2002) | 1998–2002 | Immunology‑focused biotech leadership . |
| Rhône‑Poulenc Rorer (now Sanofi) | SVP Worldwide Marketing & Business Development | 1992–1998 | Global commercial leadership . |
| Genentech | Executive; involved in t‑PA launch | Early career | Product launch experience (cardiovascular) . |
External Roles
| Organization | Role | Since | Public/Private |
|---|---|---|---|
| Incyte (INCY) | Director | Jan 2021 | Public . |
| Keros Therapeutics (KROS) | Director | May 2024 | Public . |
| Owkin, Inc. | Director | May 2024 | Private (AI/biotech) . |
| Alpha‑9 Oncology | Director | Oct 2024 | Private (radiopharma) . |
| Biotechnology Innovation Organization (BIO) | Board member | n/a | Trade association . |
Board Governance
- Independence: The Board determined Bienaimé is independent under Nasdaq rules, including for Audit and Compensation Committees .
- Committee assignments: Audit Committee member; Compensation Committee member (chairs are Schafer and Boylan, respectively) .
- Attendance: In 2024, the Board held 8 meetings; Audit 4; Compensation 6; no director attended fewer than 75% of applicable meetings .
- Executive sessions: Independent‑only sessions held regularly, typically at each regular Board meeting .
- Board structure: Classified board; Bienaimé is a Class II director up for election at the 2025 Annual Meeting .
Fixed Compensation
-
Structure (policy for non‑employee directors, 2024):
- $40,000 annual cash retainer (directors); $60,000 for Lead Independent Director (in lieu of $40k) .
- Committee member retainers: Audit $7,500; Compensation $5,000; Nominating $5,000; Committee chair retainers: Audit $15,000; Compensation $10,000; Nominating $10,000 .
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Bienaimé – Actual FY2024 director compensation: | Component | Amount ($) | |---|---| | Fees Earned or Paid in Cash | 52,500 | | Option Awards (grant date fair value) | 134,999 | | Total | 187,499 |
Note: His $52,500 cash matches policy math for director ($40,000) + Audit member ($7,500) + Compensation member ($5,000) and is confirmed in the FY2024 compensation table .
Performance Compensation
- Equity vehicle and cadence (policy): initial option grant with $270,000 grant‑date value upon appointment (vests quarterly over 3 years); annual option grant with $135,000 value after each annual meeting (vests quarterly over 1 year). Unvested director options fully vest upon a Change in Control, subject to continuous service through the event .
- Bienaimé—documented option grants and vesting: | Award Type | Grant Timing | Grant Value (Fair Value) | Vesting | CIC Treatment | |---|---|---|---|---| | Initial Director Option | Nov 7, 2023 (appointment) | $270,000 | Vests in equal quarterly installments over 3 years | Full vesting upon Change in Control (per policy/plan) . | | Annual Director Option | Following 2024 annual meeting | $135,000 policy; FY2024 recognized $134,999 | Vests in equal quarterly installments over 1 year | Full vesting upon Change in Control (per policy/plan) . |
The company uses Aon/Radford as independent compensation consultant, targeting ~50th percentile for cash retainers and ~75th percentile for equity vs peer group, supporting an equity‑heavy mix for directors .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Note |
|---|---|---|
| Incyte (INCY) | Public biopharma | No Immunome‑disclosed related‑party transactions involving Bienaimé . |
| Keros (KROS) | Public biopharma | Same as above . |
| Owkin; Alpha‑9 | Private | Same as above . |
| BIO (industry association) | Association | Governance network role . |
- Compensation Committee interlocks: The proxy reports no interlocks or insider participation on Immunome’s Compensation Committee in 2024 .
Expertise & Qualifications
- Former long‑tenured public‑company CEO/Chair (BioMarin) with commercialization and business development depth; early‑career operating experience at Genentech and global leadership at Rhône‑Poulenc Rorer .
- Education: MBA (Wharton); economics degree (ESCP) .
- Audit Committee financial sophistication: each Audit member is “financially sophisticated” per Nasdaq; Audit Chair designated as “financial expert” (Schafer) .
Equity Ownership
| Metric (as of Feb 1, 2025) | Amount |
|---|---|
| Common shares owned | 16,615 |
| Options exercisable within 60 days | 25,455 |
| Total beneficial ownership | 42,070 (less than 1%) |
| Shares outstanding (for % calc) | 86,796,919 |
| Hedging/Pledging | Prohibited by company policy; directors may not hedge or pledge stock |
Governance Assessment
- Strengths: Independent status; service on both Audit and Compensation Committees; regular independent‑only executive sessions; no director‑specific related‑party transactions disclosed; committee oversight includes clawback application for incentive compensation and cyber/financial risk oversight via Audit .
- Alignment: Director pay is modest in cash with equity as the majority of FY2024 compensation ($134,999 options vs $52,500 cash), supporting long‑term alignment; hedging/pledging is prohibited, reducing misalignment risk .
- Workload/overboarding watchpoint: Bienaimé concurrently serves on multiple boards (Incyte, Keros, plus private boards and BIO), which increases time commitments; Immunome disclosed no attendance shortfall in 2024 (≥75% across all directors) .
- RED FLAGS: None disclosed—no related‑party transactions involving Bienaimé; no compensation interlocks; attendance thresholds met; director equity awards are time‑based options with standard CIC vesting (not repriced) .
Additional context: Immunome maintains a Related‑Party Transactions policy (Audit Committee review/approval) and prohibits director hedging/pledging, mitigating conflict risks .