Laurie B. Keating
About Laurie B. Keating
Laurie B. Keating (age 71) has served as an independent director of Immuneering (IMRX) since March 2021. She is a veteran biotech legal and governance executive, formerly EVP & Chief Legal Officer at Alnylam and SVP & General Counsel at Millennium Pharmaceuticals, and is a licensed attorney (J.D., UC Hastings; A.B. Economics, UC Berkeley) with extensive board leadership experience in life sciences . She is deemed independent by the Board under Nasdaq rules and serves as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals | EVP, Chief Legal Officer & Secretary; previously SVP, General Counsel & Secretary | SVP GC: Sep 2014–Mar 2019; EVP CLO: Mar 2019–Sep 2021 | Senior legal and governance leadership at a large-cap biotech |
| Millennium Pharmaceuticals (Takeda Oncology) | SVP, General Counsel & Secretary | Sep 2004–Jan 2014 | Executive leadership during post-2008 integration after Takeda acquisition |
| Hydra Biosciences | Founding CEO and Director | Not specified | Early-stage company formation and leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepGen Inc. (Nasdaq: PEPG) | Chair of the Board; member of Audit, Compensation, Nominating & Corporate Governance | Since Dec 2021–present | Oversees governance; sits on all three key committees |
| Imago BioSciences (Nasdaq: IMGO; acquired by Merck Jan 2023) | Director | Nov 2021–Jan 2023 | Board service through acquisition |
| MassBIO (non-profit) | Director | 2005–Mar 2022 | Industry advocacy and ecosystem leadership |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq rules; one of six independent directors on a seven-member board |
| Committee assignments | Chair: Compensation Committee; Member: Audit Committee; Not on Nominating & Corporate Governance |
| Financial expertise | Identified by the Board as an “audit committee financial expert” (Item 407(d)(5) Reg S-K) |
| Meeting cadence/attendance | 2024: Board met 6x; Audit 5x; Compensation 5x; Nominating 2x. Each incumbent director attended at least 75% of Board+committee meetings |
| Executive sessions | Non-management and independent-only sessions held regularly; independent-only at least twice annually |
| Board leadership | Independent Chair (Ann E. Berman); no separate Lead Independent Director while Chair is independent |
Fixed Compensation
Director fee program and Keating’s 2024 compensation:
| Program Element (2024) | Amount/Terms |
|---|---|
| Base annual cash retainer | $40,000 |
| Committee chair fees | Compensation Chair $10,000; Audit Chair $15,000; Nominating Chair $8,000 |
| Committee member fees | Audit Member $7,500; Compensation Member $5,000; Nominating Member $4,000 |
| Meeting fees | Not specified (program uses retainers + equity; no per-meeting fees disclosed) |
| Elective Option in lieu of cash retainers | Directors may elect an option in lieu of the Base Retainer and/or Chair/Lead retainer; Keating elected Elective Option for the Base Retainer for 2024 (6,879 shares) |
| Keating – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned/paid in cash | 57,500 |
| Option awards (grant date fair value) | 39,740 |
| Total | 97,240 |
| Elective Option election | Elected option in lieu of Base Retainer (6,879 shares) |
Notes:
- Her 2024 cash fees align with program math: Base Retainer ($40,000, taken as Elective Option), plus Compensation Chair ($10,000) and Audit Member ($7,500) totaling $57,500 cash fees shown; the elective option replaced the cash Base Retainer per program terms .
Performance Compensation
Director equity is time-based, not performance-conditioned; strike set at FMV on grant date; change-in-control acceleration applies.
| Equity Element | Terms |
|---|---|
| Initial director option grant | 35,000 shares, increased to 66,700 effective May 21, 2024; 36 equal monthly vesting |
| Annual director option grant | 17,500 shares, increased to 33,350 effective May 21, 2024; 12 equal monthly vesting |
| Elective Option (retainer equity) | Granted Jan 1; vests 25% each quarterly anniversary |
| Vesting acceleration | All unvested director options vest in full upon a change in control |
Performance metrics used in director compensation:
| Metric | Status |
|---|---|
| Financial/operational metrics (e.g., revenue, EBITDA, TSR) | None disclosed for director awards; director equity vests time-based |
Other Directorships & Interlocks
| Company | Possible Interlock/Consideration |
|---|---|
| PepGen Inc. (Chair) | Another clinical-stage biopharma; no related-party transactions between PepGen and Immuneering disclosed; Board maintained independence determinations |
| Imago BioSciences (former) | Past directorship; no related-party transactions disclosed with Immuneering |
Expertise & Qualifications
- Senior legal/governance leader across multiple prominent biopharmas (Alnylam, Millennium), and founding CEO experience at Hydra Biosciences—strong fit for compensation oversight and risk/compliance governance .
- Audit Committee Financial Expert designation supports audit and financial oversight credibility .
- Education: A.B. Economics (UC Berkeley) and J.D. (UC Hastings) .
Equity Ownership
Beneficial ownership and option status:
| Measure | Amount |
|---|---|
| Total beneficial ownership (as of Apr 17, 2025) | 151,874 shares (<1% of outstanding) |
| Direct shares | 14,000 |
| Options exercisable within 60 days (as of Apr 17, 2025) | 137,874 |
| Options outstanding at 12/31/2024 (exercisable) | 109,853 |
| Options outstanding at 12/31/2024 (unexercisable) | 22,150 |
Policies:
- Anti-hedging policy prohibits directors from hedging company equity; no pledging/hedging by Keating disclosed .
- No director ownership guidelines disclosed; Corporate Governance Guidelines address stock ownership generally (not quantified) .
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee; member of Audit; designated audit financial expert—strong governance profile for pay oversight and financial controls .
- Attendance threshold met alongside peers; Board/committees active (Board 6x; key committees 5x in 2024) .
- Director compensation includes equity and an elective option in lieu of cash, signaling alignment; also standard change-in-control vesting for directors .
- Compensation Committee engages Radford (Aon); no conflicts found; indicates use of independent advice .
- Company-wide clawback policy adopted in 2023; anti-hedging policy in place—positive governance infrastructure .
-
Potential risks/monitor items
- External chair role at PepGen (clinical-stage biopharma) creates overlapping industry exposure; no related-party transactions disclosed, but inter-company information sensitivities should be monitored; independence affirmed by the Board .
- Director equity accelerates on a change in control (single-trigger for director grants)—common but investors may scrutinize alignment in change-of-control scenarios .
-
Conflicts/related-party exposure
- Proxy discloses related-person transactions (e.g., a familial relationship for a different executive), but none involve Keating; Audit Committee oversees related-party reviews .
-
Engagement transparency
- Six of seven directors attended the 2024 annual meeting (individual attendance not specified); independent-only executive sessions held at least twice annually .