Sandra Stoneman
About Sandra Stoneman
Sandra G. Stoneman, age 52, is Chief Legal Officer & General Counsel at Immunome (IMNM), serving since October 2020; she is Corporate Secretary to the Board and leads legal, corporate governance, intellectual property, and compliance functions . She holds a J.D. from Temple University School of Law and a B.A. in Sociology and Spanish from SUNY Binghamton; prior to IMNM she was a corporate partner at Duane Morris (co-led the life sciences practice; co-chaired emerging companies) and an associate at Dechert . Her 2024 bonus was determined on “research, development and corporate objectives,” with company-wide goals achieved at 125%, producing a $235,000 payout on a 40% target bonus . The company prohibits executive hedging and pledging of stock, strengthening alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Duane Morris LLP | Corporate Partner; co-lead, life sciences practice; co-chair, emerging companies division | 2002–2020 | Built life sciences practice; advised emerging companies, governance and transactions |
| Dechert LLP | Associate | 1997–2002 | Corporate legal experience foundational to later leadership roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No current external board or director roles disclosed |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 470,000 | Increased to $493,500 effective March 2025 |
| Target Bonus (%) | 40% of base | Set in amended offer letter |
| Actual Bonus Paid ($) | 235,000 | Based on 125% corporate goal achievement |
| All Other Compensation ($) | 10,350 (401(k) match) | 100% match up to 3% of compensation |
| Total 2024 Compensation ($) | 5,246,699 | Includes option grant fair value per ASC 718 |
Performance Compensation
2024 Annual Cash Incentive
| Metric | Weighting | Target | Actual Achievement | Payout | Vesting |
|---|---|---|---|---|---|
| Company-wide corporate goals (research, development, corporate objectives) | Not disclosed | 40% of base salary | 125% | $235,000 | Cash; no vesting |
Equity Incentives (Outstanding as of 12/31/2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 11/03/2020 | 148,837 | — | 11.38 | 11/02/2030 | 1/4 on 10/26/2021; monthly thereafter 36 months |
| 05/28/2021 | 14,878 | 1,731 | 20.92 | 05/27/2031 | 1/4 on 05/28/2022; monthly thereafter 36 months |
| 06/16/2022 | 30,625 | 12,375 | 3.42 | 06/15/2032 | 33,000 shares: 1/4 on 06/16/2023, monthly 36 months; 10,000 shares vested in full on 06/16/2024 |
| 06/08/2023 | 21,000 | 35,000 | 4.84 | 06/07/2033 | Over two years; equal monthly (1/48th) |
| 01/31/2024 | — | 200,000 | 16.57 | 01/30/2034 | 1/4 on 01/31/2025; monthly thereafter 36 months |
| 08/09/2024 | — | 210,000 | 12.92 | 08/08/2034 | 1/4 on 08/09/2025; monthly thereafter 36 months |
Grant-date fair values disclosed for 2024 grants: $2,433,600 (01/31/2024; 200,000 options at $16.57) and $2,097,749 (08/09/2024; 210,000 options at $12.92). The 08/09/2024 awards were granted with a 4.72% stock move around MNPI disclosure; the 01/31/2024 grant coincided with subsequent CFO and asset acquisition announcements with noted market moves, and was approved to right-size her equity holdings post-merger and recognize contributions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 02/01/2025) | 285,828 shares total; includes 5,555 common shares and 280,273 options exercisable within 60 days |
| Ownership as % of shares outstanding | <1% (asterisk) |
| Hedging/pledging | Prohibited for executives and directors; no margin or collateral pledging permitted |
| Stock ownership guidelines | Not disclosed for executives |
Employment Terms
| Provision | Terms |
|---|---|
| Employment instrument | Offer letter dated September 24, 2020; amended and restated November 2023 |
| Base salary | $470,000 (2024); increased to $493,500 in March 2025 |
| Target annual bonus | 40% of base salary |
| Severance (qualifying termination; no change in control) | 12 months base salary continuation; 12 months COBRA; pro-rated portion of target annual bonus based on Board-determined performance metrics; subject to release within 60 days |
| Change-in-control (double-trigger window) | If qualifying termination occurs 30 days prior to, at, or within 12 months after a change in control: 12 months base salary continuation; 12 months COBRA; full annual bonus for year of termination; 100% vesting of unvested equity |
| Clawback | Compensation Committee has authority to approve and oversee clawback/recoupment of incentive compensation |
| Repricing protection | 2024 Inducement Plan prohibits repricing without stockholder approval |
Compensation Structure Analysis
- Pay-for-performance linkage: Her bonus is tied to corporate performance goals; 2024 corporate goals achieved at 125% drove above-target payout, while equity awards are predominantly time-vested options, emphasizing retention over short-term metrics .
- Market benchmarking: Company targets ~50th percentile for cash and ~75th percentile for equity versus peer group per Radford/Aon; indicates a higher equity weighting to attract and retain talent, consistent with small/mid-cap biotech practices .
- Equity grant rationale: The January 2024 grant was explicitly to right-size holdings post-merger and recognize significant contributions; August 2024 refresh aligns with the shift of annual grants to Q3 Compensation Committee meetings to facilitate performance review cycles .
Risk Indicators & Red Flags
- Hedging/pledging: Explicitly prohibited, reducing misalignment risk .
- Option acceleration: Full acceleration upon double-trigger change-in-control could lead to concentrated vesting and potential selling pressure in a transaction scenario .
- Section 16(a) compliance: The company reported timely compliance for executive officers and directors in 2024, with one late filing related to non-employee director automatic grants (not specifically tied to Ms. Stoneman) .
Performance & Track Record
- Role execution: Leads legal, corporate governance, IP, and compliance; Corporate Secretary to the Board .
- 2024 performance context: Corporate goals achievement of 125% resulted in her $235,000 cash bonus payout (40% target) . Company-specific TSR, revenue, or EBITDA growth metrics for her pay are not disclosed in the proxy .
Equity Vesting & Potential Insider Selling Pressure
- Notable upcoming cliffs: 25% of her 200,000 options from 01/31/2024 vest on 01/31/2025; 25% of her 210,000 options from 08/09/2024 vest on 08/09/2025, then monthly over 36 months, creating predictable vesting supply over time .
- Exercisable inventory: Multiple legacy grants are already exercisable (e.g., 2010–2023 awards), but hedging/pledging constraints apply to any resulting share holdings .
Investment Implications
- Alignment: Prohibition on hedging/pledging and modest personal share ownership (<1%) paired with significant unvested options suggests retention-focused incentives; cash bonus above target is tied to corporate execution rather than discretionary awards .
- Event risk: Double-trigger CoC terms with full acceleration could create vesting concentration in M&A scenarios; monitoring 10b5‑1 plans and Form 4 activity around the 2025 vesting cliffs can gauge selling pressure .
- Compensation structure: Benchmarking to 75th percentile equity and time-based options can lower near-term performance sensitivity but strengthen tenure incentives; bonus determination anchored in corporate milestones provides some pay-for-performance balance .