Diana F. Hausman
About Diana F. Hausman
Diana F. Hausman, M.D. (age 62) has served as an independent director of Immuneering (IMRX) since January 2022. She is a hematologist/oncologist with >20 years of biopharma development leadership, currently serving as part‑time consulting Chief Medical Officer (CMO) at Reverb Therapeutics. Prior roles include CMO at Zentalis (2024), Link Immunotherapeutics (2022–2023), Lengo (Blueprint Medicines subsidiary; 2021–2022), Zymeworks (2016–2021), and Oncothyreon (2009–2016), following earlier positions at ZymoGenetics, Berlex, and Immunex. She holds an A.B. in Biology (Princeton), M.D. (University of Pennsylvania), and completed internal medicine and hematology/oncology training at the University of Washington, Seattle .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zentalis Pharmaceuticals, Inc. | Chief Medical Officer | Jan 2024 – Aug 2024 | Led clinical development during transition period |
| Zentalis Pharmaceuticals, Inc. | Director | May 2023 – Jan 2024 | Board service prior to CMO role |
| Link Immunotherapeutics | Chief Medical Officer | Mar 2022 – Oct 2023 | Oncology development leadership |
| Lengo Therapeutics (Blueprint Medicines subsidiary) | Chief Medical Officer | Jun 2021 – Mar 2022 | Early oncology development; post-acquisition integration context |
| Zymeworks Inc. | Chief Medical Officer | Jun 2016 – May 2021 | Oversaw clinical strategy for multiple programs |
| Oncothyreon Inc. | Chief Medical Officer | 2009 – 2016 | Oncology development leadership |
| ZymoGenetics; Berlex; Immunex | Clinical development roles | Not disclosed | Multitherapy area experience (oncology, hematology, HCV, autoimmune) |
External Roles
| Organization | Public/Private | Role | Tenure/Status |
|---|---|---|---|
| Reverb Therapeutics | Private | Consulting Chief Medical Officer (part‑time) | Sep 2024 – present |
| Zentalis Pharmaceuticals, Inc. | Public | Director | May 2023 – Jan 2024 |
Board Governance
- Independence: The Board affirmatively determined Dr. Hausman is independent under Nasdaq rules. Six of seven IMRX directors are independent (all except the CEO) .
- Committee assignments: Chair, Nominating & Corporate Governance (NCG); Member, Compensation Committee; not on Audit .
- Attendance and engagement:
- 2024 meetings: Board (6), Audit (5), Compensation (5), NCG (2). Each incumbent director attended ≥75% of the Board/committee meetings on which they served in 2024 .
- Directors are expected to attend annual meetings; in 2024, 6 of 7 then‑incumbent directors attended .
- Leadership structure: Independent Chair (Ann E. Berman); CEO/Chair roles separated; independent director executive sessions held regularly and at least twice annually excluding management .
Fixed Compensation
- Structure (2024 program): Base retainer $40,000; additional fees—Chair of Board/Lead Independent Director $30,000; Audit Chair $15,000/Audit member $7,500; Compensation Chair $10,000/Comp member $5,000; NCG Chair $8,000/NCG member $4,000 .
- Dr. Hausman’s 2024 director pay (actual):
- Cash fees: $53,000 .
- The structure is consistent with her roles: Base $40,000 + NCG Chair $8,000 + Compensation member $5,000 = $53,000 (program rates) .
| 2024 Director Fees (USD) | Amount |
|---|---|
| Fees earned or paid in cash | $53,000 |
| Notes (program rates applicable to her roles) | Base $40,000; NCG Chair $8,000; Comp member $5,000 |
Performance Compensation
- Equity instruments: Non‑employee directors receive stock options. Initial grant 35,000 options (increased to 66,700 effective May 21, 2024); annual grant 17,500 options (increased to 33,350 effective May 21, 2024). All have a 10‑year term, exercise price at grant‑date fair market value; vest monthly (initial over 36 months; annual over 12 months). All unvested options accelerate upon change in control. Directors may elect to receive an “Elective Option” in lieu of cash retainers, vesting 25% quarterly .
- Dr. Hausman’s 2024 equity compensation (grant-date fair value): $39,740 .
| 2024 Director Equity Compensation | Details |
|---|---|
| Option awards (grant‑date fair value) | $39,740 |
| Program terms (effective May 21, 2024) | Annual grant 33,350 options; initial grant 66,700 options; FMV exercise price; time‑based vesting; CIC acceleration; elective option alternative available |
Note: IMRX repriced certain underwater employee options in May 2024; non‑employee director options were not eligible for repricing, mitigating perceived director pay dilution optics .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks with IMRX | Notes |
|---|---|---|---|
| Zentalis Pharmaceuticals, Inc. | Director (former) | None current | Served May 2023–Jan 2024; later appointed Zentalis CMO (Jan–Aug 2024). Board independence at IMRX affirmed despite external roles . |
No other current public company directorships disclosed for Dr. Hausman .
Expertise & Qualifications
- Hematology/Oncology physician executive with extensive clinical development leadership across oncology and immunology indications (Zymeworks, Oncothyreon, Zentalis, Link, Lengo/Blueprint) .
- Education: A.B. Biology (Princeton); M.D. (University of Pennsylvania); Internal Medicine and Hematology/Oncology training (University of Washington, Seattle) .
- Board‑relevant skills: Life sciences R&D leadership, clinical strategy, oncology trial execution; supports IMRX’s clinical‑stage focus and risk oversight needs .
Equity Ownership
- Beneficial ownership as of April 17, 2025: <1% of shares outstanding; 82,235 shares underlying options exercisable within 60 days (no reported direct Class A share holdings) .
- Options outstanding as of Dec 31, 2024: 64,860 exercisable; 17,375 unexercisable .
| Ownership (as of Apr 17, 2025) | Shares | % Outstanding |
|---|---|---|
| Total beneficial ownership | 82,235 | <1% |
| Director Equity (12/31/2024) | Exercisable Options | Unexercisable Options |
|---|---|---|
| Options outstanding | 64,860 | 17,375 |
Policy considerations
- Insider Trading Policy prohibits hedging/derivative transactions that offset decreases in IMRX equity value by directors, officers, and employees .
- Compensation clawback policy adopted in 2023 applies to current/former officers for erroneously awarded incentive‑based compensation tied to restatements (administered by the Compensation Committee) .
Governance Assessment
Key positives for investor confidence
- Independence and engagement: Independent director; chairs NCG and serves on Compensation—positions central to board refreshment, conflicts oversight, and pay governance; attendance thresholds met Board‑wide in 2024 .
- Relevant domain expertise: Deep oncology drug development background aligns with IMRX’s pipeline risk profile and clinical strategy oversight .
- Pay alignment and restraint: Standard small/mid‑cap biotech director package; 2024 mix weighted to options (at‑risk, time‑vested) and modest cash retainers aligned to committee responsibilities; non‑employee director options excluded from 2024 employee option repricing .
- Risk controls: Anti‑hedging policy; clawback (officer‑focused); independent chair and regular executive sessions .
Potential watch items / conflicts
- External roles: Part‑time consulting CMO at a private biotech (Reverb). Proxy independence review still deems her independent; monitor for any related‑party dealings or overlapping collaborations (none disclosed) .
- Interlocks: Former Zentalis directorship (ended Jan 2024) followed by Zentalis CMO role (Jan–Aug 2024); no current interlocks with IMRX disclosed .
Related‑party/Red flags
- The “Certain Related Person Transactions” section discloses a familial employment relationship with the CSO’s son‑in‑law, but no transactions involving Dr. Hausman are disclosed. Audit Committee oversees related‑party approvals under written policy .
Overall view
- Dr. Hausman strengthens IMRX’s board effectiveness in R&D/clinical oversight and governance via her NCG chair role and Compensation Committee service. Compensation and ownership are aligned with shareholder interests and governance norms, with no disclosed conflicts or attendance concerns. Continued monitoring of external consulting roles for potential related‑party exposure is prudent, but independence is currently affirmed by the Board .