Sandra Swain
About Sandra M. Swain, M.D.
Independent director at Immunome (IMNM) since April 2024; age 71. Dr. Swain is Associate Dean for Research Development (since July 2016) and Professor of Medicine (since June 2007) at Georgetown University Medical Center, and Vice President of Genetic Medicine at MedStar Health (since January 2018). She previously served on Seagen Inc.’s board from November 2022 until its acquisition by Pfizer in December 2023. Education: M.D., University of Florida; B.A. in Chemistry, UNC-Chapel Hill; Internal Medicine residency (Vanderbilt) and Medical Oncology fellowship (NIH/NCI) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagen Inc. (public) | Director | Nov 2022 – Dec 2023 | Board member during strategic period leading to Pfizer acquisition |
| Conquer Cancer (ASCO Foundation) | Board member; Treasurer | Board: since 2007; Treasurer: 2016–2019 | Joint Investment Committee member 2016–2019 |
| NIH/NCI | Medical Oncology Fellow | Prior training | Oncology specialization foundation |
| Vanderbilt University | Internal Medicine Resident | Prior training | — |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Georgetown University Medical Center | Associate Dean for Research Development | Since Jul 2016 | Senior research development leadership |
| Georgetown University Medical Center | Professor of Medicine | Since Jun 2007 | Oncology/clinical trials focus |
| MedStar Health | Vice President, Genetic Medicine | Since Jan 2018 | Genomic medicine leadership at non-profit health system |
| Conquer Cancer (ASCO Foundation) | Director | Since 2007 | Governance and investment oversight experience |
Board Governance
- Committee assignments: Audit Committee member; committee comprised of Carol Schafer (Chair), Jean‑Jacques Bienaimé, and Dr. Swain; all members independent; Board designated Schafer as “audit committee financial expert” and all members “financially sophisticated” under Nasdaq standards .
- Independence: Board affirmatively determined Dr. Swain is independent under Nasdaq rules; also determined she is independent for Audit Committee service under Nasdaq and SEC rules .
- Attendance: In 2024, the Board held 8 meetings; Audit 4; Compensation 6; Nominating 4; no director attended fewer than 75% of combined Board and committee meetings; all current directors at the time attended the 2024 annual meeting .
- Executive sessions: Independent directors hold regular executive sessions, typically at each regular Board meeting .
- Hedging/pledging: Company policy prohibits directors from hedging IMNM stock and from purchasing on margin, borrowing against, or pledging IMNM stock as loan collateral .
- Related-party oversight: Written policy requires Audit Committee review and approval of related‑party transactions >$120,000; process evaluates material facts, related-party interests, and arm’s‑length terms .
Fixed Compensation (Non-Employee Director – FY2024)
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $32,493 |
| Option Awards (grant-date fair value, ASC 718) | $404,954 |
| Total | $437,447 |
Program structure (for context): Annual cash retainer $40,000; Lead Independent Director $60,000; Committee member retainers: Audit $7,500; Compensation $5,000; Nominating $5,000; Committee chair retainers: Audit $15,000; Compensation $10,000; Nominating $10,000 .
Performance Compensation (Equity and Terms)
| Element | Policy Terms | Vesting | Change-in-Control |
|---|---|---|---|
| Initial option grant (new director) | Option grant with aggregate value $270,000 for directors joining after Oct 27, 2023 or in connection with the closing (later of appointment or Oct 27, 2023) | Vests in equal quarterly installments; fully vested at 3-year anniversary, subject to continued service | Unvested director options become fully vested upon a Change in Control for directors in service through the transaction date (single-trigger) |
| Annual option grant | Option grant with aggregate value $135,000 on the business day after each annual meeting (commencing 2024) | Vests in equal quarterly installments over 4 quarters; fully vested at 1 year, subject to continued service | |
| Dr. Swain – 2024 equity awarded (fair value) | $404,954 | As per policy schedules above | As per policy above |
Note: No RSUs/PSUs for non-employee directors disclosed; none of the non-employee directors held other unvested stock awards as of 12/31/2024 .
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| Seagen Inc. (public) | Director | Nov 2022 – Dec 2023 | Served until closing of Pfizer acquisition |
- Compensation Committee interlocks: Company discloses no compensation committee interlocks or insider participation during 2024 .
Expertise & Qualifications
- Oncology leader with extensive research and clinical trial experience; current academic and genomic medicine leadership roles support R&D oversight in oncology drug development .
- Prior public company board experience (Seagen), plus significant non-profit board governance including financial roles (treasurer; investment committee) .
- Medical credentials and training: M.D. (University of Florida), B.A. Chemistry (UNC), Internal Medicine residency (Vanderbilt), Medical Oncology fellowship (NIH/NCI) .
- Audit Committee “financial sophistication” designation as a member (Board determination) .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 14,933 shares (via options exercisable within 60 days of 2/1/2025); <1% of outstanding shares |
| Options outstanding (12/31/2024) | 37,070 shares subject to outstanding options |
| Exercisable options (within 60 days of 2/1/2025) | 14,933 shares |
| Shares pledged as collateral | Prohibited by company policy |
Governance Assessment
- Strengths: Independent director; Audit Committee member; Board confirmed independence for both board and audit service; Audit members are financially sophisticated; strong attendance culture with no director under 75% and presence at annual meeting; regular independent director executive sessions; strict anti‑hedging/pledging policy (alignment safeguard) .
- Alignment/compensation mix: 2024 director compensation for Dr. Swain was predominantly equity via options ($404,954 vs. $32,493 cash), consistent with program emphasizing at‑risk, long‑term alignment; no RSUs/PSUs disclosed for directors; options vest over time and accelerate on change in control .
- Ownership: Beneficial ownership comprised of exercisable options (14,933 shares as of 2/1/2025 measurement window); options outstanding totaled 37,070 at 12/31/2024; no direct common share holdings disclosed, which may be perceived as modest immediate “skin-in-the-game” versus outright share ownership .
- Conflicts/related-party: Company discloses related‑party transactions (e.g., CEO purchases, Enavate-related holdings) but none involving Dr. Swain were identified; formal policy requires Audit Committee review of any such transactions .
- Potential red flags to monitor: Single‑trigger acceleration of director options upon change in control (common but sometimes viewed as less shareholder‑friendly than double‑trigger); limited disclosed direct share ownership beyond exercisable options to date .