Harold E. Brakewood
About Harold E. Brakewood
Harold E. “E.B.” Brakewood, age 60, is Chief Business Officer at Immuneering, serving in this role since March 2023. He previously led an oncology/COVID-19/new product planning business unit at Regeneron (2015–2021) and held a series of senior commercial roles at Merck (1989–1992; 1994–2015). He holds an A.B. from Bowdoin College, an M.A. in physics from Dartmouth, and an M.B.A. from Harvard Business School . Executive-level TSR/revenue/EBITDA performance metrics are not disclosed in IMRX proxy materials; 2023 cash bonus decisions cited program progress (IMM-1-104 Phase 1/2a), an IND filing (IMM-6-415), and successful financing, indicating incentives tied to clinical and capital-raising milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Immuneering Corporation | Chief Business Officer | 2023–Present | Executive officer overseeing business functions; joined March 2023 |
| Regeneron Pharmaceuticals | Vice President; head of business unit (oncology, COVID-19, new product planning) | 2015–2021 | Led multi-therapy business unit spanning oncology and COVID-19 as well as new product planning |
| Merck & Co., Inc. | Commercial roles (strategic planning, BD, brand management, oncology venture) | 1989–1992; 1994–2015 | Progressive commercial leadership including strategic planning/business development and oncology venture formation |
External Roles
No external public-company directorships or committee roles are disclosed for Brakewood in IMRX proxy materials .
Fixed Compensation
| Year | Base Salary Rate ($) | Actual Salary Paid ($) | Target Bonus % | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 425,000 | 326,923 | 40% | 142,940 | 13,137 | 1,474,023 |
| 2024 | 442,000 (effective Jan 1, 2024) | — | 40% (no change disclosed) | — | — | — |
Notes:
- 2024 actual compensation for Brakewood is not itemized in the 2024/2025 Summary Compensation Tables (not a named executive officer for 2024); base rate increases are disclosed in his employment agreement .
Performance Compensation
Annual Cash Bonus (2023)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Company performance objectives: progress of IMM-1-104 Phase 1/2a, IND filing for IMM-6-415, completion of $30M follow-on equity offering | Not disclosed | Not disclosed | Approved above target based on 2023 performance | 142,940 | Cash (n/a) |
Equity Incentives (Stock Options)
| Grant Date | Type | Shares | Strike Price ($) | Grant-Date Fair Value ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| Mar 2023 | Nonqualified Stock Options | 165,000 | 9.71 | 991,023 (2023 option awards reported) | 25% on first anniversary of 1/23/2023, then equal monthly over next 3 years (time-based) | 3/31/2033 |
| May 21, 2024 (repricing) | Repriced Eligible Options | — | 3.01 (effective) with reversion to original strike if exercised before 6/30/2025, absent CoC or qualifying termination | — | Existing vesting terms unchanged; retention period through 6/30/2025 applies to exercise pricing | Existing expirations unchanged |
Notes:
- Option repricing explicitly included current employees “including E.B. Brakewood,” setting repriced strike at $3.01 with a retention-period reversion clause through 6/30/2025 (exceptions: change of control or termination by company without cause/death/disability) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 65,202 shares; less than 1% of Class A common stock outstanding as of April 18, 2024 |
| Options (12/31/2023) | 0 exercisable; 165,000 unexercisable; strike $9.71; expiration 3/31/2033 |
| Shares pledged as collateral | Not disclosed (no pledging noted) |
| Stock ownership guidelines | Company has no formal executive equity ownership guidelines |
| Compliance status | Not applicable (no guidelines) |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Indefinite term; effective March 24, 2023; role: Chief Business Officer |
| Base salary & target bonus | Initial base $425,000; increased to $442,000 effective Jan 1, 2024; target annual bonus 40% of base |
| Equity grant | Option to purchase 165,000 shares under 2021 Plan (granted Mar 2023) |
| Severance (termination without cause or resignation for good reason) | 12 months base salary; unpaid prior-year bonus; direct payment/reimbursement of COBRA premiums (employee-rate offset) for up to 12 months (subject to release and covenants) |
| Change of Control (double-trigger within 12 months) | In lieu of above: 12 months base salary; unpaid prior-year bonus; 1.0x target annual bonus; COBRA premiums up to 12 months; full acceleration of all time-based equity awards (subject to release and covenants) |
| Restrictive covenants | Non-compete and non-solicit during employment and for one year post-termination; confidentiality continuing |
| Clawback policy | Company adopted Nasdaq Rule 10D-1-compliant clawback policy in 2023 for recovery of erroneously received incentive compensation (3-year look-back upon restatement) |
| Tax gross-ups | None disclosed |
Investment Implications
- Pay-for-performance drivers: Bonus outcomes tied to clinical execution and financing milestones (IMM-1-104 Phase progression, IMM-6-415 IND, capital raise); this aligns cash incentives with pivotal program advancement and funding access . Equity is primarily options with time-based vesting, creating leverage to share price but without explicit performance vesting .
- Retention and selling pressure: May 2024 option repricing to $3.01 with a retention-period reversion until 6/30/2025 lowers near-term exercise economics unless a change-of-control or qualifying termination occurs, thereby strengthening retention but potentially deferring insider exercises through the retention horizon .
- Alignment risk: Beneficial ownership is modest (<1%), and the company has no executive equity ownership guidelines—together signaling limited “skin in the game” versus peers with formal ownership policies .
- Change-of-control economics: Double-trigger structure with 12 months salary + 1x target bonus and time-based equity acceleration is moderate and shareholder-standard, reducing windfall risk while ensuring continuity incentives in strategic scenarios .
- Governance signals: Adoption of a 10D-1 clawback policy is positive; however, option repricing for underwater grants is a compensation red flag at some investors—here designed to avoid incremental dilution/cash comp and bolster retention across employees (Brakewood included) .