Igor Matushansky
About Igor Matushansky
Igor Matushansky, M.D., Ph.D., age 52, is Chief Medical Officer (CMO) of Immuneering (IMRX) since March 2025, directing clinical activities across IMM-1-104 and IMM-6-415 and helping plan a pivotal Phase 3 in pancreatic cancer . He holds a B.A. from Columbia University, an M.D. and Ph.D. in molecular biology from Albert Einstein College of Medicine, completed residency at NewYork-Presbyterian/Weill Cornell and a fellowship/postdoc at Memorial Sloan Kettering; he continues treating sarcoma patients as an attending physician . Prior roles include CMO at Sail Biomedicines, SVP & Global Head of Oncology Development at Ipsen (oversaw NAPOLI-3 leading to NALIRIFOX approval), CMO/Global Head R&D at Hookipa, Global Head Oncology Early Development at Daiichi Sankyo, and senior translational roles at Novartis; he founded a sarcoma center at Columbia .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sail Biomedicines (Flagship Pioneering) | Chief Medical Officer | Jul 2023 – Jan 2025 | Built and led clinical/medical, translational, operational, and regulatory functions |
| Ipsen S.A. | SVP & Global Head, Oncology Development | Jul 2022 – Jun 2023 | Oversaw completion of NAPOLI-3 leading to approval of NALIRIFOX for first‑line pancreatic cancer |
| Hookipa Pharma Inc. | Chief Medical Officer & Global Head of R&D | Apr 2017 – Jul 2022 | Advanced arenavirus platform from early preclinical to clinical proof‑of‑concept |
| Daiichi Sankyo | Global Head, Oncology Early Development | Nov 2015 – Apr 2017 | Led international unit focused on early oncology therapeutics |
| Novartis | Global Head, Gene & Cell Therapy Unit; Global Clinical Program Head, Oncology Translational Medicine | Jun 2012 – Nov 2015 | Directed gene/cell therapy programs and translational oncology clinical initiatives |
| Columbia University Medical Center | Academic/Clinical (Founder, Sarcoma Center) | Prior to 2012 | Founded and directed a sarcoma center; ran molecular sarcoma research lab |
External Roles
| Organization/Activity | Role | Years | Strategic Impact |
|---|---|---|---|
| Clinical practice (sarcoma) | Attending Physician | Ongoing | Continues direct patient care, informing trial design and tolerability focus |
Performance Compensation
| Grant Date | Award Type | Shares Granted | Exercise Price ($) | Term | Vesting 25% Date | Remaining Vesting | Fully Vested Date | Plan |
|---|---|---|---|---|---|---|---|---|
| Mar 21, 2025 | Stock Option (Inducement) | 118,000 | 1.80 | 10 years | Mar 17, 2026 | 75% in equal monthly installments over 3 years (subject to continued service) | Mar 17, 2029 | 2025 Employment Inducement Award Plan (Nasdaq Rule 5635(c)(4)) |
Notes:
- Option approved by Board; exercise price set at closing price on grant date .
- Vests only with continued service through vesting dates .
Equity Ownership & Alignment
- Anti‑hedging policy prohibits directors, officers, and employees from using derivatives or other instruments to hedge Company equity value; reduces misalignment risk .
- Clawback policy adopted in 2023 (Nasdaq Rule 10D‑1) mandates recovery of erroneously received incentive compensation for three years preceding a required restatement; enhances pay‑for‑performance integrity .
- Long‑term incentive grant practices: options typically granted annually around February; additional grants at hire/promotion or to address retention; options priced at fair market value at grant .
- Executive equity ownership guidelines: no formal ownership requirement disclosed for executives; equity is used to foster alignment via option grants .
- Pledging: no specific executive pledging disclosures for Dr. Matushansky; Company anti‑hedging policy is explicit, but pledging is not addressed in the cited governance section .
Employment Terms
- Role and start date: CMO since March 2025; leads clinical execution for IMM‑1‑104 and IMM‑6‑415, including Phase 2a and planning for a pivotal Phase 3 in pancreatic cancer .
- Inducement equity: one-time option grant (see Performance Compensation) as material inducement to employment under Nasdaq Rule 5635(c)(4) .
- Severance and change‑of‑control terms: not disclosed for Dr. Matushansky in the latest proxy or 8‑K filings reviewed; Company‑wide executive agreements described in proxy apply to other NEOs only .
Compensation Structure Analysis
- Equity-heavy, at‑risk design: employment inducement option with 4‑year vesting aligns compensation to share price appreciation and tenure; no RSUs/PSUs disclosed for Dr. Matushansky .
- Company practices emphasize stock options with time‑based vesting and no formal ownership guidelines—promoting retention while tying value to market performance .
- Historical repricing context (company-level): in May 2024, IMRX repriced certain underwater employee options to $3.01 with a retention period to limit immediate exercises—indicates willingness to use structural tools to manage retention and dilution; not applicable to Board members or other NEOs besides the specified participant (CLO), and pre‑dates Dr. Matushansky’s tenure .
Performance & Track Record
- Ipsen: Oversaw NAPOLI‑3 completion, supporting NALIRIFOX approval (first‑line pancreatic); demonstrates late‑stage oncology development execution .
- Hookipa: Advanced arenavirus platform from preclinical to clinical proof‑of‑concept; early‑stage to clinical translation experience .
- Sail Biomedicines: Built end‑to‑end clinical and regulatory capabilities across functions .
- Immuneering: Joining coincides with strong Phase 2a tolerability/efficacy narrative for IMM‑1‑104 and planning toward a pivotal trial; adds clinical leadership depth at a key inflection point .
Compensation Committee Analysis
- Composition: Independent directors Keating (Chair), Carpenter, Hausman, Schall .
- Consultant: Radford (Aon) advises on executive and director compensation; peer benchmarking and trends reviewed; no conflicts identified in 2024 .
- Responsibilities: Oversees executive pay, equity plans, human capital strategy, and say‑on‑pay (as applicable) .
Investment Implications
- Alignment and retention: A 118,000‑share inducement option at $1.80 with four‑year vesting ties value creation to share price and continued service; expect limited near‑term selling pressure given vesting cadence .
- Pay‑for‑performance transparency: No disclosed CMO salary/bonus metrics yet; governance safeguards (anti‑hedging, clawback) mitigate misalignment risk until full compensation profile is reported .
- Execution leverage: His Phase 3 planning experience and NAPOLI‑3 track record are additive to IMM‑1‑104’s trajectory; clinical milestones (Phase 2a updates, pivotal design/launch) are key trading catalysts tied to his remit .
- Watchpoints: Future proxy/8‑K filings for employment agreement terms (severance/CoC), any additional equity grants, and subsequent Form 4s post‑vesting for potential selling signals; company’s prior option repricing history underscores an active approach to retention if needed .