Immunome Inc

This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to Immunome’s named executive officers as disclosed in the proxy (the “say-on-pay”). Management seeks this advisory approval to validate its pay practices and to receive feedback on the company’s pay-for-performance approach. The Compensation Committee emphasizes alignment of pay with clinical and regulatory milestones, and notes that a substantial portion of target compensation for named executive officers is variable and tied to corporate objectives and equity awards. In 2025 the company recorded strong operational progress — including positive Phase 3 RINGSIDE results, IND clearances and pipeline advancements — and the Compensation Committee awarded above-target cash incentives (e.g., 145–150% of target for named executives) to reflect achievement of those goals. The Board points to use of an independent compensation consultant (Aon), market benchmarking, and governance features (clawback policy, independent committee oversight, equity vesting schedules and hedging/pledging prohibitions) as reasons to support approval. Since the vote is advisory, management will consider the outcome when setting future pay but is not legally bound to change programs; however, a negative or mixed shareholder response could prompt substantive review and changes to incentive metrics, pay mix, or disclosure. For investors evaluating the proposal, key issues include whether realized pay outcomes appropriately reflect long‑term value creation (given large equity holdings and substantial appreciation in 2025), the balance between cash and equity incentives, and whether metrics and disclosures provide sufficient linkage between pay and material clinical and regulatory milestones. Given Immunome’s stage — advancing late‑stage programs with potential near‑term regulatory events — investors may weigh the short‑term volatility of biotech pipelines against the company’s stated emphasis on long‑term alignment and retention through multi‑year equity vesting.

This advisory proposal asks shareholders to indicate their preferred frequency (one, two or three years) for future non‑binding say‑on‑pay votes. Management recommends an annual (one-year) frequency, arguing that yearly advisory votes provide more frequent opportunities for shareholder feedback and board responsiveness on executive pay and governance. The Board’s recommendation reflects a view that Immunome is at a stage of active clinical and regulatory progress where executive compensation decisions and disclosures may change materially from year to year, and frequent shareholder input helps maintain alignment. Critics of annual votes argue that more frequent say‑on‑pay votes can promote short‑termism and increase administrative costs without improving governance; proponents counter that the benefit of regular accountability outweighs those costs, particularly for companies with material near‑term milestones. For sophisticated investors, the choice involves balancing the desire for frequent oversight against the risk of overemphasizing short‑term outcomes; at Immunome, recent 2025 milestones (Phase 3 results and planned NDA filing) strengthen the Board’s argument for annual review given potential material events. The non‑binding nature of the vote means the Board will consider the outcome rather than be legally constrained by it, but a clear shareholder preference for a longer or shorter cycle would likely influence future governance practices. Overall, the Board’s recommendation for 'One Year' emphasizes continued engagement and iterative feedback during a high‑activity period for the company, while acknowledging that the Compensation Committee will interpret shareholder sentiment when setting cadence and content of future disclosures.