Philip Wagenheim
About Philip Wagenheim
Philip Wagenheim, age 54, has served on Immunome’s Board since December 2017 and was interim Chief Executive Officer from January to March 2017. He holds a B.B.A. from the University of Miami and brings venture capital and financial expertise in life sciences through leadership roles at Broadband Capital entities and other companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immunome, Inc. | Interim Chief Executive Officer | Jan 2017 – Mar 2017 | — |
| Committed Capital Acquisition Corporation II | Secretary, President, and Director | Apr 2014 – Jun 2017 | — |
| Broadband Capital Management LLC and affiliates | Vice Chairman and leadership roles | Mar 2000 – present | Financial/strategic leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Broadband Capital Partners, LLC | Managing Member | Apr 2016 – present | Financial/investment role |
| Hydrobuilder Holdings LLC (private) | Director | Dec 2020 – present | Private hydroponics company |
| Sacrilege Motors LLC (private) | Chief Executive Officer | 2021 – present | Automotive technology company |
Board Governance
- Board class/term: Class III; continuing in office until the 2026 annual meeting .
- Committee assignments: None (no Audit, Compensation, or Nominating committee roles listed) .
- Independence: The Board’s 2025 independence determination lists five independent directors (Barchas, Bienaimé, Boylan, Schafer, Swain); Mr. Wagenheim is not included in that independent group .
- Attendance and engagement: In 2024, the Board held 8 meetings; Audit 4; Compensation 6; Nominating 4. No director attended fewer than 75% of the aggregate Board and relevant committee meetings; all current directors at the time attended the 2024 annual meeting .
Fixed Compensation (Director)
| Year | Annual Cash Retainer ($) | Committee Member Fees ($) | Committee Chair Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 40,000 | 0 (no committee roles) | 0 (no chair roles) | 40,000 |
Reference policy (2024): $40,000 annual director retainer; $7,500 Audit member; $5,000 Compensation member; $5,000 Nominating member; $15,000 Audit Chair; $10,000 Compensation Chair; $10,000 Nominating Chair .
Performance Compensation (Director)
| Year | Equity Grant Type | Grant-Date Fair Value ($) | Options Outstanding as of 12/31/24 (#) |
|---|---|---|---|
| 2024 | Stock options | 134,999 | 35,583 |
- Vesting mechanics (policy): Annual non-employee director option grants are made after each annual meeting with an aggregate value of $135,000 and vest in equal quarterly installments over one year; initial director options (for new appointees post-Oct 27, 2023) vest quarterly over three years. Unvested director options accelerate on Change in Control if the director remains in service through the transaction .
- Performance metrics: Director equity is time-vested; no performance-based metrics disclosed for director compensation .
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | No current public company directorships disclosed in the proxy biography |
| Private boards/roles | Hydrobuilder Holdings LLC | Director | Private company |
| Private boards/roles | Broadband Capital Partners, LLC | Managing Member | Private firm |
| Private company role | Sacrilege Motors LLC | CEO | Private company |
Expertise & Qualifications
- Board states Mr. Wagenheim is qualified due to extensive venture capital experience in life sciences and financial expertise; B.B.A., University of Miami (1992) .
Equity Ownership
| As of | Common Shares Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | Ownership % | Notes |
|---|---|---|---|---|---|
| Feb 1, 2025 | 406,147 | 32,749 | 438,896 | <1% | Options outstanding (total) 35,583 as of 12/31/24 |
- Hedging/pledging: Company policy prohibits directors and employees from hedging and from purchasing on margin or pledging company stock as collateral .
Governance Assessment
- Independence and committees: Mr. Wagenheim is not among directors the Board determined to be independent in 2025 and holds no committee assignments, which limits direct oversight roles via committees .
- Attendance: Met the company’s attendance expectation (no director below 75% of meetings in 2024) .
- Pay structure and alignment: 2024 non-employee director pay comprised $40,000 cash and $134,999 in stock options under a standardized policy, providing equity-based alignment; unvested options accelerate on Change in Control .
- Ownership: Beneficially owns 438,896 shares (including 32,749 options exercisable within 60 days), aligning interests with shareholders; percentage of outstanding shares is less than 1% .
- Related-party and conflicts: The proxy’s related-person transactions since January 1, 2023 list participants in the 2025 follow-on offering and 2023 PIPE; Mr. Wagenheim is not listed among the related parties in those transactions .
- Controls and policies: Clawback/recoupment oversight sits with the Compensation Committee; hedging and pledging are prohibited by policy, supporting alignment and risk control .
RED FLAGS and Watch Items
- Not listed as independent by the Board in 2025; investors focused on majority-independent boards and committee composition may view this as a governance consideration .
- No current committee assignments or chair roles, which reduces direct committee-level influence over audit, compensation, and nominating oversight .
- Director equity is time-vested rather than performance-based; while common for directors, it does not include explicit performance conditions .
No related-party transactions involving Mr. Wagenheim were disclosed for 2023–2025 in the proxy; continue monitoring future proxies and 8-Ks for any changes .