Ann E. Berman

About Ann E. Berman

Ann E. Berman, 72, is the independent Chair of Immuneering’s Board (Chair since January 2024; director since July 2021). A Certified Public Accountant and experienced financial executive, she previously served as Senior Advisor to the President of Harvard University and as Harvard’s Vice President of Finance and Chief Financial Officer. She holds a B.A. with distinction from Cornell University and an M.B.A. from Wharton. The Board has determined she is independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Roles and committees at Immuneering:
  • Chair of the Board (independent)
  • Audit Committee Chair; Audit Committee member (financial expert)
  • Nominating & Corporate Governance Committee member
  • Not a member of the Compensation Committee
• Independence: Board determined Ms. Berman is independent under Nasdaq rules; audit committee members meet heightened independence; Ms. Berman qualifies as an “audit committee financial expert.”
• Board leadership: Separate Chair and CEO roles; Chair is independent, providing governance oversight and liaison with management.
• Meetings and attendance (FY2024): Board met 6x; Audit 5x; Compensation 5x; Nominating & Governance 2x; each incumbent director attended ≥75% of applicable meetings. Six of seven directors attended the 2024 annual meeting.
• Executive sessions: Regularly scheduled sessions of non-management directors; at least twice yearly private sessions of independent directors.
• 2025 director election outcome (support signal):
  • Ann E. Berman: For 13,230,831; Withheld 1,625,960; Broker non-votes 10,009,639.

Fixed Compensation

• 2024 Director compensation structure (program):

  • Cash retainers: Base $40,000; Chair of Board $30,000; Audit Chair $15,000; Nominating & Governance member $4,000.
  • Equity: Initial option 66,700 shares (as of May 21, 2024), annual option 33,350 shares for continuing directors (prorated if <6 months service). Directors may elect an “Elective Option” in lieu of cash base and Chair-of-Board retainers.
  • Vesting: Initial options vest in 36 monthly installments; annual options vest in 12 monthly installments; “Elective Options” vest 25% on each quarterly anniversary; accelerated vesting on change-in-control.

• 2024 reported compensation for Ms. Berman:

  Component	Amount ($)
  Cash fees (Base + Chair of Board + Audit Chair + N&CG member)	89,000
  Option awards (grant-date fair value)	39,740
  Total	128,740

• Year-over-year mix shift (signal):

  Year	Cash Fees ($)	Option Awards ($)	Total ($)
  2023	54,000	127,384	181,384
  2024	89,000	39,740	128,740

Observation: 2024 shifted from equity-heavy to cash-heavy compensation while total director pay declined year over year.

Performance Compensation

• Director equity mechanics and terms:

  Item	Detail
  Annual director option grant size	33,350 shares (effective May 21, 2024)
  Initial director option grant size	66,700 shares (effective May 21, 2024)
  Vesting (initial grant)	36 substantially equal monthly installments
  Vesting (annual grant)	12 substantially equal monthly installments
  Elective Option in lieu of cash	Allowed for Base and Chair-of-Board retainers; vests 25% quarterly
  Change-in-control treatment	All unvested director options vest in full upon a change in control
  Performance metrics	None disclosed for director equity; awards are time-based (no TSR/financial targets)

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; extensive accounting and financial management background; former CFO of Harvard University.
• Designated “audit committee financial expert” under Regulation S‑K Item 407(d)(5).
• Deep risk management experience; currently chairs Compliance & Risk at BIDMC.
• Long-standing public company board experience (since 2006 at Loews).

Equity Ownership

As of April 17, 2025.

Policy context:

• Insider Trading Policy prohibits hedging transactions in company stock.

Governance Assessment

Strengths

• Independent Chair structure; separation of Chair and CEO roles enhances oversight.
• Audit Committee Chair and audit committee financial expert; strong finance/risk credentials.
• Robust committee coverage (Audit Chair; N&CG member); Board determined independent.
• Anti‑hedging policy and Nasdaq‑compliant clawback policy adopted (2023).
• Director election support: 13,230,831 “For” vs 1,625,960 “Withheld” in 2025, indicating strong shareholder backing.
• Attendance: each incumbent director attended at least 75% of meetings; multiple executive sessions held.

Watch items / RED FLAGS

• Option repricing (May 21, 2024) for employees and certain service providers (non‑employee directors excluded). Repricings can draw governance scrutiny even when structured with retention safeguards.
• Director option grant sizes were increased on May 21, 2024 (initial to 66,700; annual to 33,350). While this can better align incentives, investors may monitor total dilution and pay levels.
• No numeric director stock ownership guideline disclosed in the proxy (Corporate Governance Guidelines reference stock ownership but do not specify an amount).
• No related‑party transactions disclosed involving Ms. Berman; continue monitoring given Company policy that Audit Committee reviews any related person transactions.

Notes on Compensation Governance

• Director cash fee breakdown for Ms. Berman (implied by role-based schedule): Base $40,000; Chair of Board $30,000; Audit Chair $15,000; N&CG member $4,000 (total $89,000), consistent with reported cash fees.
• Compensation consultant (Radford) engaged; committee evaluated independence and found no conflicts.