Benjamin J. Zeskind

About Benjamin J. Zeskind

Benjamin J. Zeskind, Ph.D., is Co-Founder, President, Chief Executive Officer, and a director of Immuneering Corporation, serving since February 2008; age 43 . He holds an S.B. in electrical engineering and computer science and a Ph.D. in bioengineering from MIT, and an MBA from Harvard Business School (Baker Scholar distinction) . Under his tenure, Immuneering advanced its oncology pipeline with Phase 2a proof-of-concept in first-line pancreatic cancer and initiated dosing and completed dose escalation/evaluation cohorts for IMM-6-415, while securing additional funding in 2024–early 2025 .

Financial performance context:

Values retrieved from S&P Global.*

Past Roles

Not disclosed in company filings for prior employers or roles beyond Immuneering leadership .

External Roles

Not disclosed for public company boards or other external appointments for Dr. Zeskind in the 2025 proxy .

Fixed Compensation

Multi-year cash and total compensation:

Base salary progression:

Key terms:

• Target annual bonus: 50% of base salary .
• No additional director compensation is paid to him as a management director .

Performance Compensation

Annual cash incentive program and drivers:

• 2024 bonuses were paid at target for named executives based on Company performance .
• Committee considered: Phase 2a trial progress for IMM-1-104 with proof-of-concept in first-line pancreatic cancer; dosing initiation and completion of dose escalation/evaluation for IMM-6-415; additional funding in 2024 and early 2025; continued pipeline progress .

Equity awards (structure): Executive equity is primarily stock options; time-based vesting aligns retention and long-term performance; grants typically occur annually in February and at hire/promotions .

Equity Ownership & Alignment

Beneficial ownership (as of April 17, 2025):

• Total: 4,096,194 shares; 11.1% of Class A common stock .
• Breakdown: 2,281,852 common; 919,415 options exercisable within 60 days; 894,927 common held by the Benjamin J. Zeskind 2020 Family Trust (spouse serves as sole trustee) .

Outstanding equity awards (as of 12/31/2024):

Vesting mechanics:

• Options commonly vest 25% on first anniversary, monthly thereafter over three years, or in 48 equal monthly tranches starting February 1 of grant year; early-exercise permitted on certain grants for restricted stock .

Policies affecting alignment and trading pressure:

• Anti-hedging: Directors, officers, employees prohibited from hedging or offsetting Company equity value declines .
• Clawback: Adopted in 2023; mandatory recovery of incentive compensation upon required accounting restatement for prior three years; administered by Compensation Committee .
• Executive ownership guidelines: No formal equity ownership guidelines for executives .
• Pledging: No specific pledging policy disclosed in the proxy .

Option repricing context:

• In May 2024, the Board repriced certain underwater options for employees and non-employee service providers to $3.01, with retention-period conditions; CEO and non-employee directors’ options were not eligible . The repricing aimed to retain and motivate holders without additional dilution or cash .

Employment Terms

Employment Agreement (July 23, 2021; indefinite term) :

• Base salary: Initially $551,000; increased to $641,493 effective January 1, 2025 .
• Target annual bonus: 50% of base salary .
• Severance (non-CIC): If terminated without cause or resigns for good reason, subject to separation agreement and covenants:
  • Base salary continuation: 12 months
  • Prior-year unpaid bonus: payable
  • COBRA premium reimbursement (net of active-employee share): up to 12 months
• Change-in-control (double trigger within 12 months post-CIC or within 3 months prior):
  • Base salary continuation: 18 months
  • Prior-year unpaid bonus: payable
  • Additional cash: 1.5x target annual bonus
  • COBRA premium reimbursement: up to 18 months
  • Equity: Accelerated vesting of awards that vest solely on continued service
• Restrictive covenants: Non-compete and non-solicit of customers/employees during employment and for one year post-termination; confidentiality obligations .

Board Governance

• Board class and term: Class III director; term expires at the 2027 annual meeting .
• Independence: Six of seven directors are independent; as CEO, Dr. Zeskind is not independent .
• Committees: Audit, Compensation, Nominating and Corporate Governance are fully independent; Dr. Zeskind serves on none .
• Board leadership: Independent Chair (Ann E. Berman); CEO and Chair roles separated to balance oversight and execution .
• Meetings/attendance: In 2024, Board met 6x; each incumbent director attended at least 75% of Board and committee meetings; independent executive sessions held regularly, at least twice annually without management .
• Director compensation: Management director (CEO) receives no separate director fees/equity for board service .
• Annual meeting outcomes (June 13, 2025): Class I directors elected; auditor ratified .

Investment Implications

• High ownership alignment: CEO beneficially owns 11.1% of shares, including significant option holdings and trust shares, indicating strong skin-in-the-game .
• Pay-for-performance levers: Cash bonuses paid at target were tied to tangible clinical milestones and funding progress; absence of disclosed weightings suggests committee discretion, common in clinical-stage biopharma .
• Retention signals: Time-based option vesting across multiple vintages and robust CIC protections (1.5x target bonus, 18 months salary, full service-vesting acceleration) support executive retention through pivotal trial planning and execution .
• Governance mitigants to dual role: Independent Chair and fully independent committees reduce independence concerns associated with CEO-director dual role; regular executive sessions further strengthen oversight .
• Risk controls: Formal clawback and anti-hedging policies curtail adverse incentive outcomes and hedging misalignment; no disclosed pledging mitigates collateral-driven selling risk .
• Option repricing excluded the CEO and directors, which is a positive alignment indicator; broader employee repricing was structured with a retention period to avoid immediate in-the-money exercises .