Management Change/Compensation - Form 8-K

Item 5.02           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 25, 2024 (the "Appointment Date"), the Board of Directors (the "Board") of Immunome, Inc. (the "Company"), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Sandra Swain, M.D. as a Class III director of the Company, with a term of office expiring at the 2026 annual meeting of stockholders. Additionally, Dr. Swain has been appointed as a member of the Audit Committee of the Board (the "Audit Committee") effective as of the Appointment Date. There are no arrangements or understandings between Dr. Swain and any other person pursuant to which Dr. Swain was selected as a director. In addition, there are no transactions in which Dr. Swain has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Pursuant to the Company's compensation policy for non-employee directors (the "Compensation Policy") approved by the Compensation Committee of the Board on October 27, 2023, Dr. Swain (x) will receive (i) an annual cash retainer of $40,000 for service as a member of the Board and (ii) an annual cash retainer of $7,500 for service as a member of the Audit Committee, and (y) was granted on the effective date of her appointment an option to purchase shares of common stock with an aggregate Black-Scholes option value of $270,000, which vests quarterly over a three-year period from the date of grant. The Compensation Policy also provides for further automatic annual option grants to purchase shares of common stock with an aggregate Black-Scholes option value of $135,000 on the date of each annual meeting of stockholders, which will vest in equal quarterly installments over the 12 months following the date of grant. Each of the option grants described above will vest in full in the event of a change in control (as defined in the Company's 2020 Equity Incentive Plan, as amended) provided Dr. Swain remains in continuous service with the Company as of immediately prior to such change in control. Dr. Swain will enter into the Company's standard form of Indemnity Agreement for directors of the Company.

In connection with Dr. Swain's appointment to the Audit Committee, Isaac Barchas stepped down as a member of the Audit Committee. The Audit Committee is now composed of Carol Schafer (Chair), Dr. Swain, and Jean-Jacques Bienaimé.