Thomas J. Schall
About Thomas J. Schall
Thomas J. Schall, Ph.D. (age 65) joined Immuneering’s board in March 2024 and is up for a Class I term through the 2028 annual meeting. He founded ChemoCentryx, Inc. and served as its President, CEO and Chairman for 25 years until its acquisition by Amgen in 2022; prior roles include scientist positions at DNAX (Schering-Plough) and Genentech. He holds a B.S. in biology from Northern Illinois University and a Ph.D. in cancer biology from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChemoCentryx, Inc. | Founder, President, CEO, Chairman | ~1997–2022 (25 years) | Built and led company until acquisition by Amgen; drove chemokine receptor discovery |
| DNAX Research Institute (Schering-Plough) | Scientist | 1993–1997 | Early discoveries of chemokine system function |
| Genentech, Inc. | Scientist | Prior to 1993 | Research scientist |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in last five years | — | — | The biography section lists other public company directorships for directors when applicable; none listed for Dr. Schall . |
Board Governance
- Classification and term: Class I director; elected June 13, 2025 to serve until the 2028 annual meeting .
- Independence: Board affirmatively determined Dr. Schall is independent under Nasdaq rules .
- Committee assignments: Member, Compensation Committee (Chair: Laurie B. Keating; other members: Robert J. Carpenter, Diana F. Hausman) .
- Meetings/attendance: In 2024, the Board met 6 times; audit 5; compensation 5; nom/gov 2. Each incumbent director attended at least 75% of meetings of the Board and committees on which they served. Individual attendance rates are not disclosed .
- Executive sessions: Non-management director sessions held regularly; independent directors meet privately at least twice per year .
- Board leadership: Independent Chair (Ann E. Berman); Corporate Governance Guidelines state that when the Chair is independent, the Chair serves as lead independent director .
| 2025 Director Election Vote (June 13, 2025) | Votes FOR | Votes WITHHELD | Broker Non-Votes |
|---|---|---|---|
| Thomas J. Schall, Ph.D. | 14,630,652 | 226,139 | 10,009,639 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 33,338 | Appointed March 2024; fees reflect base retainer and applicable committee fees |
| Director Compensation Program Elements (as of 2024–2025) | Amount ($) | Notes |
|---|---|---|
| Annual Director Base Retainer | 40,000 | Increased effective Jan 1, 2024 |
| Compensation Committee Member (non-chair) | 5,000 | Annual fee |
| Compensation Committee Chair | 10,000 | Annual fee |
| Audit Committee Chair | 15,000 | Annual fee |
| Audit Committee Member | 7,500 | Annual fee |
| Nominating & Corporate Governance Chair | 8,000 | Annual fee |
| Nominating & Corporate Governance Member | 4,000 | Annual fee |
| Chair of the Board or Lead Independent Director | 30,000 | Annual fee |
| Initial Option Grant | 35,000 → 66,700 shares | Increased effective May 21, 2024 |
| Annual Option Grant | 17,500 → 33,350 shares | Increased effective May 21, 2024 |
| Elective Option (in lieu of cash base/COB/LID retainer) | N/A | Available by election; vests quarterly |
Vesting mechanics: Initial director options vest in 36 equal monthly installments; annual director options vest in 12 equal monthly installments; Elective Options vest 25% quarterly; all unvested options vest upon change in control .
Performance Compensation
| Year | Option Awards Fair Value ($) | Options Outstanding (Exercisable) | Options Outstanding (Unexercisable) |
|---|---|---|---|
| 2024 | 171,506 | 13,044 | 30,544 |
- Equity award design: Director options are time-vested (no performance metrics). Anti-hedging policy prohibits hedging transactions in company stock for directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| Not disclosed | — | No related-party transactions involving Dr. Schall reported; audit committee reviews and approves related-party transactions per policy . |
Expertise & Qualifications
- Scientific and biotech leadership: 25 years as CEO/Chair of ChemoCentryx; prior scientific roles at DNAX and Genentech; contributions to chemokine receptor discovery .
- Education: B.S. Biology (Northern Illinois University); Ph.D. Cancer Biology (Stanford University) .
- Board qualification: Board cites extensive pharmaceutical industry and business experience .
Equity Ownership
| As of April 17, 2025 | Class A Shares Owned | Options Exercisable within 60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Thomas J. Schall, Ph.D. | 2,900 | 23,171 | 26,071 | <1% |
Policy backdrop:
- Insider Trading Policy with anti-hedging prohibitions for directors .
- Clawback policy adopted in 2023 (applies to officers’ incentive pay in restatement scenarios) .
Governance Assessment
-
Strengths and alignment:
- Independence and committee service: Independent director with seat on Compensation Committee; adds seasoned biotech operating perspective to pay and succession oversight .
- Ownership and equity: Majority of 2024 director compensation delivered in equity options ($171.5k options vs $33.3k cash), indicating alignment; options vest over time and accelerate on change of control per program .
- Shareholder support: Strong vote in 2025 election (14.63M FOR, 226k WITHHELD) .
- Risk controls: Anti-hedging; formal related-party policy overseen by audit committee .
-
Watch items / potential red flags:
- Company-wide option repricing in May 2024 for employees and certain service providers (non-employee directors were excluded). While designed to retain talent efficiently, repricing can attract investor scrutiny on pay practices; compensation committee used an independent consultant and maintained a retention period requiring original strike for exercises before June 30, 2025 .
- Attendance disclosure is aggregate; no individual attendance rates provided, though company states each incumbent met ≥75% threshold in 2024 .
- No director-specific stock ownership guideline compliance disclosure for non-employee directors; guidelines mention stock ownership generally but specifics for directors not enumerated in the proxy .
Overall, Dr. Schall presents as an independent, deeply qualified biotech operator with strong shareholder support and equity-heavy director pay, which generally supports alignment. The 2024 option repricing (not applied to non-employee directors) is a governance topic to monitor as investors assess compensation risk appetite .