Brett Hall
About Brett Hall
Brett Hall, Ph.D., age 56, is Immuneering’s Chief Scientific Officer (CSO) since November 2019. He previously led translational programs at MedImmune/AstraZeneca and Johnson & Johnson (culminating as Head of Biomarkers, Hematologic Disease Area Stronghold) with drug development experience through multiple registrations; he also founded and chaired BioArkive and served as CEO of Asellus Therapeutics. Education: B.S. Biochemistry (Ohio State), Ph.D. Immunology & Cancer Biology (West Virginia University), post-doctoral fellowship in cancer cell epigenetics at St. Jude; prior service in the U.S. Air Force and experience as an investment banker . 2024 company execution milestones used in bonus determinations included Phase 2a proof-of-concept for IMM-1-104 in first-line pancreatic cancer, initiation and dose escalation for IMM-6-415, and additional funding, with bonuses paid at target for named executives .
Company financial context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $316,952* | N/A* | N/A* |
| EBITDA ($USD) | -$51,467,616* | -$58,060,804* | -$63,686,327* |
Values retrieved from S&P Global.
Citations: revenues and EBITDA figures from S&P Global data; values marked with * are provided without document citations.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioArkive, Inc. (private) | Founder & Chairman | Jan 2019 – Dec 2021 | Built biotech services company; leadership and governance |
| Asellus Therapeutics, LLC (private) | Chief Executive Officer | Jul 2015 – May 2018 | Executive leadership of a biotechnology company |
| MedImmune, LLC (AstraZeneca) | Head of Translational Medicine, Oncology | Jul 2014 – Jul 2015 | Led translational medicine bridging discovery to clinic |
| Johnson & Johnson | Roles of increasing responsibility; Head of Biomarkers, Hematologic DAS | Nov 2008 – Jul 2014 | Led translational efforts for Sylvant® and Imbruvica® through clinical development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BioArkive, Inc. | Chairman of the Board | Jan 2019 – Dec 2021 | Private company board leadership |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $652,050 | $678,132 | $705,257 |
| Target Bonus (%) | 30% | 30% | 30% |
| All Other Compensation ($) | $690 | $3,499 | $1,290 |
| Notes | Employment agreement effective Jul 23, 2021; base salary increased to $733,468 effective Jan 1, 2025 | — | — |
Performance Compensation
Cash Bonus Outcomes
| Metric/Program | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Bonus Target (%) | 30% of base | 30% of base | 30% of base |
| Actual Bonus Paid ($) | $215,177 | $223,784 | $211,577 |
| Performance Metrics Considered | Not disclosed | Not disclosed | Company milestones: IMM-1-104 Phase 2a PoC; IMM-6-415 dose escalation; financing; pipeline progress (paid at target) |
| Payout Decision Timing | Not disclosed | Not disclosed | Approved Feb 2025 |
Equity Awards (Stock Options)
| Vesting Start Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Date | Vesting Schedule |
|---|---|---|---|---|---|
| 05/05/2018 | 91,000 | — | 3.01 | 02/24/2029 | Time-based per prior plan |
| 11/01/2019 | 201,600 | — | 3.01 | 12/16/2029 | Time-based per prior plan |
| 05/04/2021 | 156,770 | 18,230 | 9.74 | 05/05/2031 | Early exercisable; 25% at year 1 then monthly over 3 years |
| 01/01/2022 | 60,593 | 22,507 | 9.66 | 02/09/2032 | 48 equal monthly installments starting Feb 1 |
| 01/01/2023 | 89,604 | 97,396 | 4.25 | 02/15/2033 | 48 equal monthly installments starting Feb 1 |
| 01/01/2024 | 29,997 | 100,903 | 6.09 | 02/08/2034 | 48 equal monthly installments starting Feb 1 |
Notes: Executive options and non-employee director options were excluded from the May 21, 2024 option repricing (repriced to $3.01 for eligible employee holders; original exercise price applies during retention period through Jun 30, 2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,068,816 shares (2.9% of outstanding) |
| Direct/Common Shares | 345,896 shares |
| Options Exercisable within 60 Days | 722,920 shares |
| Vested vs Unvested | See Outstanding Equity Awards table for unvested balances |
| Hedging Policy | Hedging prohibited for directors, officers, employees |
| Pledging | Not disclosed; no pledging policy referenced in proxy |
| Stock Ownership Guidelines | Company states no formal executive ownership guidelines |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Effective upon IPO; dated Jul 23, 2021; CSO role |
| Current Base Salary | $733,468 effective Jan 1, 2025 |
| Target Bonus | 30% of base salary |
| Severance (No CIC) | If terminated without cause or resigns for good reason: 12 months base salary continuation; prior-year unpaid bonus; up to 12 months COBRA reimbursement (net of employee contribution requirement) |
| Change-in-Control (CIC) Severance | If terminated without cause or resigns for good reason within 12 months post-CIC: 12 months base salary; prior-year unpaid bonus; 1.0× target annual bonus; up to 12 months COBRA; accelerated vesting of all time-based equity awards |
| Clawback | Nasdaq Rule 10D-1 compliant clawback adopted in 2023; mandatory recovery of erroneously received incentive-based compensation for 3 years preceding restatement; administered by Compensation Committee |
| Insider Trading | Insider Trading Policy adopted; full text incorporated by reference in 2024 10-K exhibit |
| Anti-Hedging | Hedging transactions explicitly prohibited |
| Restrictive Covenants | Non-solicit and confidentiality obligations; no post-employment non-compete disclosed in proxy summary |
| Retirement/Benefits | Eligible for 401(k) with 4% employer match in 2024; standard health & welfare plans |
Performance & Track Record
- Translational leadership roles at J&J led to clinical development success for Sylvant® and Imbruvica®; extensive publications and multiple patents in tumor microenvironment and translational sciences .
- 2024 operational achievements informing bonus payouts: IMM-1-104 Phase 2a proof-of-concept in first-line pancreatic cancer; IMM-6-415 Phase 1/2a dose escalation and evaluation cohorts; financing secured in 2024 and early 2025; continued pipeline progress .
Related Party Transactions
- Brett Hall’s son-in-law (Ryan “Alex” Peterson) employed as Senior Manager, Logistics; 2024 total compensation $139,681; company states compensation is fair and commensurate and that Dr. Hall does not manage or participate in compensation decisions regarding Mr. Peterson .
Compensation Structure Analysis
- Pay mix leans heavily to options; annual grants with time-based vesting and no RSUs disclosed; the Company notes no formal executive ownership guidelines (reduces ownership mandates but options create long-term upside alignment) .
- Discretionary cash bonuses were paid at target for 2024 based on clinical and financing milestones rather than strictly financial metrics, appropriate for a clinical-stage biotech without recurring revenues .
- 2024 option repricing excluded the CSO and CEO, focusing retention incentives on broader employee base without materially inflating executive equity value (reduced dilution/cash cost) .
Say-on-Pay & Compensation Governance
- Compensation Committee engaged Radford (Aon) for independent compensation consulting, reviewed peer group methodology; committee members are independent; Clawback policy and anti-hedging policy in place .
Equity Ownership & Insider Selling Pressure
- Beneficial ownership includes substantial options exercisable within 60 days (722,920), implying meaningful exposure to company equity outcomes; no pledging disclosures; hedging prohibited .
- Executive options were not repriced in 2024, limiting near-term exercise incentives compared to repriced employee options; reduces perceived opportunistic selling pressure .
Investment Implications
- Alignment: Heavy option-based compensation and anti-hedging policy support long-term alignment; absence of executive ownership guidelines mitigated by significant option exposure .
- Retention risk: Contractual 12-month severance (and CIC with 12 months base, 1× target bonus, and full vesting of time-based equity) provides moderate retention protection without excessive cash guarantees; accelerated vesting under CIC could motivate continuity through strategic outcomes .
- Execution signals: 2024 bonuses at target tied to clinical milestones and financing progress indicate management confidence in pipeline trajectory; continued negative EBITDA is consistent with clinical-stage positioning (pre-revenue) (EBITDA table above*).
- Governance: Presence of clawback and anti-hedging policies is shareholder friendly; related-party employment of a family member is disclosed and mitigated by governance processes, but merits ongoing monitoring .
S&P Global disclaimer: Financial values marked with * in tables were retrieved from S&P Global.