Christine Pellizzari

About Christine A. Pellizzari

Christine A. Pellizzari (age 57) is an independent Class I director of IMUNON (IMNN), appointed in June 2021, with her current term expiring at the 2026 annual meeting . She serves on the Audit Committee and Compensation Committee and meets Nasdaq financial literacy requirements; she is not a committee chair . Pellizzari previously served as Chief Legal Officer and Human Resources Officer at Science 37 (2021–2024) and held senior legal leadership roles at Insmed and Aegerion; she holds a B.A. from the University of Massachusetts (Amherst) and a J.D. from the University of Colorado School of Law . She is currently a director at Tempest Therapeutics (NASDAQ: TPST) and NeuroSense Therapeutics (NASDAQ: NRSN), and is affiliated with governance and legal professional organizations including Global Leaders in Law, Executive Women in Bio, and Women Corporate Directors .

Past Roles

External Roles

• Professional affiliations: Global Leaders in Law; Executive Women in Bio; Women Corporate Directors; National Association of Corporate Directors; Association of Corporate Counsel; Society for Corporate Governance; National Association of Stock Plan Professionals .

Board Governance

• Committee assignments: Audit Committee (member); Compensation Committee (member). Chairs: James E. Dentzer (Audit Chair), Frederick J. Fritz (Compensation Chair) .
• Independence: Board determined Ms. Pellizzari is independent under SEC and Nasdaq rules; overall, 4 of 6 directors are independent .
• Financial literacy: Board determined Ms. Pellizzari meets Nasdaq financial literacy requirements for Audit Committee service .
• Board/committee activity and attendance: In 2024, the Board held 5 regular meetings; Audit met 4 times; Compensation met 1 time; Nominating & Governance met 1 time; all directors attended all Board and committee meetings for which they served .
• Board structure: Class I director; term expires 2026; appointed June 2021 .
• Stock ownership/retention and trading policy: Directors have ownership guidelines (non-employee directors must hold shares equal to 2x first-year total compensation within 3 years) and are subject to prohibitions on hedging and pledging, short sales, and derivative transactions in Company stock .
• Executive sessions/lead independent director: Not disclosed in the proxy .

Fixed Compensation (Director)

• 2024 cash program structure (non-employee directors): Annual cash compensation $27,450 (quarterly), plus $1,980 per regular Board meeting and $1,080 per standalone committee meeting; Audit Chair additional $12,150; Compensation Chair additional $9,450 .
• Equity valuation per FASB ASC Topic 718; assumptions per 2024 Form 10-K Note 11 .

Performance Compensation (Director Equity and Terms)

• Vesting schedule: One-half vests on grant date; one-fourth on first anniversary; one-fourth on second anniversary, subject to continued Board service .
• Clawback: Board adopted executive compensation clawback policy in October 2023; proxy does not specify applicability to director equity, but Company-wide governance policy exists .
• Performance metrics: No performance-based metrics disclosed for director equity; options align value with stock appreciation (no RSUs/PSUs disclosed for directors in 2024) .

Other Directorships & Interlocks

• Related-party transactions: Proxy discloses a related-party note involving Transomic Technologies connected to IMUNON’s Executive Chairman; no related-party transactions involving Ms. Pellizzari are disclosed .

Expertise & Qualifications

• Legal, governance, and compliance: Nearly three decades of senior legal roles at public biopharma and related companies; experience includes GC/Corporate Secretary and Chief Legal Officer responsibilities .
• Human capital and HR oversight: Served as CLO and Human Resources Officer at Science 37, with oversight for quality and privacy; relevant to Compensation Committee service .
• Financial literacy and audit oversight: Meets Nasdaq financial literacy requirements; serves on IMUNON’s Audit Committee .
• Education: B.A., cum laude, University of Massachusetts (Amherst); J.D., University of Colorado School of Law .
• Professional governance networks: Global Leaders in Law; Executive Women in Bio; Women Corporate Directors; NACD; ACC; Society for Corporate Governance; NASPP .

Equity Ownership

• Section 16(a) compliance: Late filings were identified for two insiders (Stacy Lindborg and Donald Braun); Ms. Pellizzari is not listed among late filers in 2024 .
• Hedging/pledging: Company policy prohibits hedging and pledging by directors and officers .
• Director ownership guidelines: Non-employee directors expected to hold shares equal to 2x first-year total compensation within three years of appointment; compliance status by individual not disclosed .

Governance Assessment

• Effectiveness and engagement: Independent director with dual committee service (Audit, Compensation) and full attendance at Board and committee meetings in 2024, supporting strong engagement and oversight .

• Independence and conflicts: Board affirmatively determined independence; proxy discloses no related-party transactions or Section 16 issues involving Ms. Pellizzari, reducing conflict risk signals .

• Alignment and incentives: 2024 compensation weighted toward cash retainer plus time-vested stock options with immediate and near-term vesting, aligning value with share price while preserving independence (no meeting of performance-based director equity disclosed) .

• Board composition and governance practices: Majority-independent Board, codified committee charters, ownership/retention guidelines, hedging/pledging prohibitions, and clawback policy enhance governance quality and investor protections .

• RED FLAGS to monitor:

  • External board load: Concurrent directorships at TPST and NRSN could create time demands; no interlocks or transactions with IMUNON disclosed, but monitor for evolving relationships .
  • Company-level capital actions: 2025 proxy includes significant equity authorization, reverse split, and private placement proposals driven by listing/compliance and liquidity—governance context for the Board broadly; not specific to Ms. Pellizzari, but relevant to investor oversight expectations .

Overall signal: Ms. Pellizzari brings seasoned public-company legal/governance expertise with confirmed independence and strong 2024 attendance, serves on key oversight committees (Audit and Compensation), and is aligned through director ownership guidelines and option-based equity; no disclosed conflicts or related-party dealings are associated with her in the latest proxy .