Michael D. Bookman
About Michael D. Bookman
Michael D. Bookman, age 38, is Chief Legal Officer and Secretary at Immuneering (IMRX). He has served as CLO since January 2023 and previously as General Counsel and Secretary from July 2021 to January 2023. He holds a B.B.A. summa cum laude in finance from the University of Miami and a J.D. from the University of Virginia School of Law; he serves on the board of the Girl Scouts of Eastern Massachusetts. The 2025 proxy highlights company performance factors that drove executive bonuses at target for 2024, including proof-of-concept progress for IMM‑1‑104, initiation and completion of IMM‑6‑415 dose escalation cohorts, and added funding, but does not disclose TSR or revenue/EBITDA growth metrics specific to executive pay outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Latham & Watkins LLP | Associate (corporate transactional, securities, governance) | Oct 2012 – Aug 2019 | Represented high‑growth technology and life sciences companies across financings and governance . |
| Frequency Therapeutics, Inc. | Deputy General Counsel & Secretary | Sep 2019 – Jan 2021 | Supported public company legal, securities and governance functions during growth phase . |
| Frequency Therapeutics, Inc. | General Counsel & Secretary | Jan 2021 – Jul 2021 | Led legal function as GC for a Nasdaq‑listed biotech, overseeing corporate and disclosure matters . |
| Immuneering Corporation | General Counsel & Secretary | Jul 2021 – Jan 2023 | Built internal legal infrastructure post‑IPO; transitioned to CLO . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Girl Scouts of Eastern Massachusetts, Inc. | Director (Board member) | Current | Community leadership; governance oversight at a non‑profit organization . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 (effective Jan 1) |
|---|---|---|
| Base Salary ($) | 482,778 | 502,089 |
| Target Bonus (%) | 40% of base | 40% of base |
| Actual Bonus Paid ($) | 193,111 (paid at target for 2024) | Not disclosed |
| Option Awards – Grant Date Fair Value ($) | 398,393 (includes $37,914 incremental fair value from May 2024 option repricing) | Not disclosed |
| All Other Compensation ($) | 14,070 (401(k) match $13,800; life insurance $270) | Not disclosed |
Notes: 2024 bonuses were approved at target based on Company performance, including IMM‑1‑104 Phase 2a proof of concept, IMM‑6‑415 Phase 1/2a dose escalation completion, added funding, and pipeline progress . The $37,914 incremental option value reflects the May 21, 2024 option repricing mechanics (see “Performance Compensation” and “Equity Ownership & Alignment”) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company milestones: IMM‑1‑104 Phase 2a progress and proof‑of‑concept; IMM‑6‑415 dose escalation/evaluation cohorts complete; additional funding; pipeline advancement | Not disclosed | 40% of base salary | Committee determined payout at target | $193,111 | Cash (no vesting) |
| Stock Options (2024 grants) | Service‑based retention; typical four‑year monthly vesting cadence | N/A | Grants under 2021 Plan at fair value | N/A | Grant‑date fair value $398,393 | 48 equal monthly installments starting Feb 1 of grant year; or 25% at first anniversary then monthly, per award footnotes |
Option Repricing (Retention Feature): On May 21, 2024, options with original strikes >$3.01 held by employees (including Bookman) were repriced to $3.01 but revert to the original strike if exercised before June 30, 2025, unless a change‑of‑control or certain terminations occur; Bookman had 384,416 eligible options with original strikes $4.25–$15.00 .
Equity Ownership & Alignment
| As-of Date | Direct Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| April 17, 2025 | 3,850 | 270,201 | 274,051 | <1% |
- Anti‑hedging policy: Directors, officers, and employees are prohibited from hedging transactions (e.g., swaps, collars, exchange funds) in Company stock .
- Clawback: Adopted in 2023 pursuant to Nasdaq Rule 10D‑1; mandatory recovery of erroneously received incentive‑based compensation over the prior three years upon a restatement .
- Stock ownership guidelines: The Company states it does not maintain formal ownership guidelines for executives .
- Pledging: No pledging policy disclosure found; no pledging by Bookman is disclosed .
Outstanding Equity Awards at FY 2024 Year-End (Service-Vesting)
| Vesting Start Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 7/15/2021 | 86,369 | 14,747 | 3.01 (reprice; $15.00 if exercised before Retention Period End Date) | 7/28/2031 |
| 1/1/2022 | 34,489 | 12,811 | 3.01 (reprice; original $9.66 if exercised before Retention Period End Date) | 2/9/2032 |
| 1/1/2023 | 68,520 | 74,480 | 3.01 (reprice; original $4.25 if exercised before Retention Period End Date) | 2/15/2033 |
| 1/1/2024 | 21,312 | 71,688 | 3.01 (reprice; original $6.09 if exercised before Retention Period End Date) | 2/8/2034 |
Vesting mechanics: For 2021 award, 25% on first anniversary then monthly; for 2022–2024 awards, 48 equal monthly installments beginning Feb 1 of grant year (footnotes (3)/(4)). Repriced options reflect $3.01 strike post‑Retention Period End Date; exercising before that date requires paying original strike per award . The repricing was approved to enhance retention without granting more equity or increasing cash comp .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Executed July 23, 2021; indefinite term; role as Chief Legal Officer . |
| Current Role Tenure | CLO since Jan 2023; previously GC & Secretary Jul 2021–Jan 2023 . |
| Target Bonus | 40% of base salary, subject to Board‑set performance objectives . |
| Severance (no CoC) | If terminated without cause or resigns for good reason: 12 months base salary, prior‑year earned bonus, and up to 12 months COBRA (company pays less employee share) contingent on release and covenants . |
| Change‑of‑Control (CoC) | If qualifying termination within 12 months post‑CoC (or 3 months pre‑CoC): 12 months base salary, prior‑year earned bonus, 1.0× target bonus for year of termination, up to 12 months COBRA, and accelerated vesting of time‑based equity . |
| Restrictive Covenants | Non‑compete and non‑solicit during employment and for one year post‑termination; confidentiality continues thereafter . |
| Clawback Policy | Nasdaq Rule 10D‑1 compliant clawback adopted in 2023; administered by Compensation Committee . |
| Insider Trading / Hedging | Insider Trading Policy in place; hedging transactions prohibited . |
Investment Implications
- Pay‑for‑performance: 2024 cash bonus paid at target tied to clinical pipeline milestones and financing progress, not financial KPIs; the proxy does not disclose metric weightings or financial targets, limiting external assessment of tight pay‑performance linkage .
- Retention risk and selling pressure: The May 2024 option repricing creates retention incentives by lowering strikes to $3.01 after June 30, 2025; exercising before the Retention Period End Date requires original higher strikes, which discourages early exercise and near‑term share sales, reducing short‑term selling pressure from insiders including Bookman .
- Alignment via equity and policies: Beneficial ownership remains <1%, but a substantial option position with ongoing monthly vesting and anti‑hedging/mandatory clawback policies support alignment and risk controls; absence of formal ownership guidelines is noted for executives .
- Change‑of‑control economics: CoC protection includes 12 months base, 1.0× target bonus, COBRA, and time‑based equity acceleration—moderate multiples that balance retention with shareholder protections; non‑CoC severance is 12 months base plus COBRA .
- Governance signals: The option repricing (a potential governance red flag in some contexts) was structured with a retention period preserving original strikes for early exercises, and was approved following review by the Compensation Committee with an independent consultant, mitigating dilution and cash costs while addressing retention .
Additional context: Bookman is a contact point for shareholder logistics and has signed multiple SEC filings, reflecting his centrality in corporate governance and disclosure processes .