Robert J. Carpenter

About Robert J. Carpenter

Robert J. Carpenter, age 80, is an independent Class III director of Immuneering (IMRX), serving since May 2009 and previously Chair of the Board through December 2023. He is currently Chairman of Hydra Biosciences LLC (private) and has decades of biotechnology company-building experience as a founder, executive, investor, and director (including Genzyme Corporation, director 1994–2010). He holds a B.S. in engineering from the U.S. Military Academy at West Point, an M.S. in computer science from Stanford University, and an M.B.A. from Harvard Business School .

Past Roles

External Roles

No current public company directorships are disclosed for Mr. Carpenter in the latest proxy .

Board Governance

• Board structure and independence

  • Independent director determination: Carpenter is one of six independent directors out of seven on the board under Nasdaq rules and company guidelines .
  • Board size: Seven directors; staggered board (Class I–III) .
  • Leadership: Independent Chair (Ann E. Berman); CEO and Chair roles separated .
  • Executive sessions: Non-management sessions regularly; at least two independent-only sessions per year .

• Committee assignments (current)

  • Compensation Committee: Member (Chair: Laurie B. Keating) .
  • Not a member of Audit or Nominating & Corporate Governance Committees per current matrix .

• Attendance and engagement

  • 2024 meeting cadence: Board (6), Audit (5), Compensation (5), Nominating & Corporate Governance (2) .
  • Each incumbent director attended at least 75% of the aggregate board/committee meetings in 2024 (committee-specific attendance by director not separately disclosed) .
  • 2024 annual meeting attendance: Six of seven directors attended (individual names not specified) .

Fixed Compensation

Notes:

• The $45,000 cash fees align with $40,000 base retainer + $5,000 Compensation Committee member fee .

Performance Compensation

Additional equity governance:

• All unvested director options vest upon change of control .
• May 21, 2024 option repricing excluded non-employee directors; only certain employee/service-provider options were eligible (positive governance signal) .
• Anti-hedging policy prohibits hedging transactions by directors .

No director performance metrics (e.g., TSR, financial KPIs) are tied to director compensation; equity is time-vested per program terms .

Other Directorships & Interlocks

No compensation committee interlocks or related-party interlocks involving Carpenter are disclosed in the proxy .

Expertise & Qualifications

• Company-building and venture leadership across multiple biotech platforms and exits (Integrated Genetics, GelTex, VacTex, Olaris) .
• Deep board leadership experience (former IMRX Chair through Dec 2023; former Genzyme director) .
• Technical and managerial training: West Point (B.S. engineering), Stanford (M.S. computer science), Harvard Business School (M.B.A.) .

Equity Ownership

Director option position detail (year-end):

• Pledging: No pledging disclosures are provided; anti-hedging policy prohibits hedging by directors .
• Ownership guidelines: Corporate Governance Guidelines address stock ownership broadly; specific director ownership multiples not disclosed in the proxy .

Governance Assessment

• Strengths

  • Independence and experience: Carpenter is independent with extensive biotech operating and board experience, previously IMRX Chair; brings institutional knowledge and network leverage for partnerships and financing .
  • Alignment: Meaningful beneficial ownership (3.7%) and ongoing equity-based director compensation support shareholder alignment .
  • Committee role: Active member of the Compensation Committee; committee uses an independent consultant (Radford) and conducted independence/conflict checks in 2024 .
  • Risk controls: Board conducts regular executive sessions; clear charters; adoption of clawback policy; robust anti-hedging policy .

• Watch items

  • Tenure and refreshment: Long board tenure (since 2009) can raise independence-perception concerns; however, the board includes multiple independent members and an independent Chair .
  • Age/succession: At 80, succession planning and board refreshment considerations are relevant for continuity of expertise .
  • Attendance disclosure: Aggregate threshold met (≥75%), but director-level attendance detail is not provided; investors may seek more granularity on individual attendance over time .

• Conflicts/related-party checks

  • No related-party transactions involving Carpenter are disclosed; audit committee oversees and must approve any related-person transactions per policy .
  • Director option repricing exclusion (directors not eligible) mitigates a common governance red flag around board self-enrichment .

Director Compensation (Reference)

Program framework:

• Cash: $40,000 base retainer; $5,000 Compensation Committee member fee (higher for chairs and Audit roles) .
• Equity: Annual option grant (increased to 33,350 shares effective May 21, 2024) with monthly vesting; initial grants for new directors (now 66,700 shares); elective option alternative to cash retainers for those who choose it .

Related Policies and Signals

• Clawback policy (2023) aligned with Nasdaq Rule 10D-1; overseen by Compensation Committee .
• Anti-hedging policy prohibits hedging and similar transactions by directors .
• Equity grant timing practices avoid granting around MNPI events; 2024 grants did not fall within restricted windows around material filings .

Appendix: Board & Committee Snapshot (Context)

• Board size 7; six independent directors; independent Chair separate from CEO .
• Committee memberships: Carpenter—Compensation Committee member; other committees staffed entirely by independent directors .
• 2024 meetings: Board (6), Compensation (5), Audit (5), Nominating & Governance (2); each incumbent director attended ≥75% .