📄 What This Proxy Statement Is 📜

This is a definitive Proxy Statement (DEF 14A), which is a foundational document required by the SEC. Think of it as the annual "rulebook" for shareholders, detailing everything that will be voted upon at the upcoming Annual Meeting of Stockholders.

The purpose of this statement is to provide stockholders with comprehensive information before the meeting, which is scheduled for Thursday, June 11, 2026, at 11:00 a.m. Eastern Time. The meeting will be entirely virtual, making participation easier from anywhere in the world.

👉 Key takeaway: This document is not a report on financial performance; it is a governance guide, detailing the election of board members and the approval of corporate service providers.

🌐 Who Immuneering Is and What They Do 🧬

While this document is focused on governance, it confirms that Immuneering Corporation is a Delaware corporation operating in the biotech/life sciences sector, involving complex scientific research and drug development. The company is deeply integrated with the biotech ecosystem, evidenced by the extensive background of its leadership.

👉 Why it matters: The company’s focus on biopharma makes its corporate governance (board oversight, audit procedures) extremely critical, as the health and integrity of its scientific data are paramount.

🗓️ Annual Meeting Logistics and Voting Procedures 🗳️

This section outlines the mechanics of the Annual Meeting, which is crucial for shareholders to understand how to cast their votes and what credentials they need to participate.

• Meeting Details: The Annual Meeting is scheduled for June 11, 2026, at 11:00 a.m. Eastern Time.
• Online Access: Attendance is managed through a virtual webcast at www.virtualshareholdermeeting.com/IMRX2026. Stockholders are encouraged to join for check-in starting at 10:45 a.m. Eastern Time.
• Eligibility: Only holders of record of Class A common stock as of the close of business on April 15, 2026 (the Record Date) are entitled to vote. At that date, 64,697,227 shares were issued and outstanding.
• Voting Authority: Shareholders must use their 16-digit control number to participate. If shares are held in "street name" (by a bank or broker), the beneficial owner must follow the instructions from that third party.
• Quorum: A quorum (a majority in voting power) must be present to conduct business.
• Voting Flexibility: The company recommends voting by proxy even if attending, as this ensures the vote counts if the shareholder later cannot attend.

🧑‍💼 Board Election and Structure (Proposal 1) ⚖️

The first proposal requires stockholders to elect Peter Feinberg and Laurie B. Keating as Class II directors, who will serve through the 2029 Annual Meeting. The Board also provides a detailed overview of its structure and its current directors.

• Board Structure: The Board is set to have seven directors, divided into three classes (I, II, and III), a structure designed to spread out the election of directors over several years.
• Nominations: Peter Feinberg and Laurie B. Keating are the nominees for election. If elected, both will serve until the 2029 Annual Meeting.
• Board Recommendation: The Board of Directors unanimously recommends voting FOR the election of both Peter Feinberg and Laurie B. Keating.
• Director Expertise: The nominees and continuing directors (Robert J. Carpenter, Benjamin J. Zeskind, Diana F. Hausman, Thomas J. Schall, Peter Feinberg, and Laurie B. Keating) are highlighted for their deep experience in the biotech and life sciences industries, including roles at companies like AstraZeneca and Takeda.

📑 Independent Auditor Ratification (Proposal 2) 🧐

The second proposal asks stockholders to ratify the appointment of RSM US LLP as the independent registered public accounting firm.

• Appointment: RSM US LLP has served as the independent registered public accounting firm since 2020.
• Board View: The audit committee appoints RSM, submitting it to stockholders for ratification as a matter of good corporate governance, even though ratification is technically not required.
• 2025 Fees: The total fees paid to RSM for the fiscal year ended December 31, 2025, were $445,463.
  • Audit fees were $276,938 (up from $258,825 in 2024).
  • Audit-related fees were $168,525 (up from $39,900 in 2024).
• Pre-Approval Policy: The audit committee manages an internal policy requiring the pre-approval of all audit and non-audit services to maintain internal controls and oversight.

💼 Executive and Director Compensation 💰

This section transparently details the compensation paid to top leadership, providing historical figures for review.

• Summary of Named Executive Officers (2025):
  • Benjamin J. Zeskind, Ph.D. (CEO): Received a total compensation of $1,660,612 in 2025 (salary of $641,493, plus $423,385 in bonus and $579,504 in option awards).
  • Brett Hall, Ph.D. (CSO): Received a total compensation of $1,289,504 in 2025 (salary of $733,468, plus $264,048 in bonus and $289,752 in option awards).
  • Michael D. Bookman (CLO): Received a total compensation of $890,362 in 2025.
• Year-over-Year Trend (CEO Compensation): Benjamin J. Zeskind, Ph.D.’s total compensation increased from $1,945,092 in 2024 to $1,660,612 in 2025.
• Director Compensation: The Board and Audit Committee recommend Peter Feinberg and Laurie B. Keating for election.

🏗️ Corporate Governance and Committees 🏛️

Governance is the skeleton of a company, detailing how decisions are made and who oversees the company's various functions. The Board has established three standing committees: Audit, Compensation, and Nominating and Corporate Governance.

• Audit Committee: Responsible for overseeing the external audit, reviewing financial statements, and overseeing internal controls. It currently consists of Peter Feinberg, Laurie B. Keating (Chair), and Thomas J. Schall.
• Compensation Committee: This committee recommends and approves executive and director compensation, overseeing the company's equity incentive plans. It includes Robert J. Carpenter, Peter Feinberg (Chair), Diana F. Hausman, Laurie B. Keating, and Thomas J. Schall.
• Nominating and Corporate Governance Committee: This committee is responsible for identifying and recommending qualified candidates for the Board of Directors and developing corporate governance guidelines. It currently consists of Peter Feinberg and Diana F. Hausman, M.D. (Chair).

👩‍💼 Executive Management and Professional Bios 🧬

The company provides extensive professional biographies for its key officers, giving insight into their deep experience within complex, highly regulated fields like biotechnology.

• Benjamin J. Zeskind, Ph.D. (CEO): Co-Founder and Director since 2008. Dr. Zeskind's background is characterized by his deep expertise in engineering and bioengineering, holding an MBA from Harvard Business School.
• Brett Hall, Ph.D. (CSO): Has been with the company since 2019. His career highlights include roles at Johnson & Johnson and serving as the Head of Translational Medicine at Medimmune, LLC (AstraZeneca's biologics division).
• Igor Matushansky, M.D., Ph.D. (CMO): Has served since 2025. His background is highly prestigious, including previous roles at Ipsen S.A. and leading research at Novartis and Daiichi Sankyo.
• Michael D. Bookman (CLO): Has served since 2023. He brings legal experience from Latham & Watkins LLP and general counsel roles at Frequency Therapeutics, Inc.

🛡️ Operational Policies and Oversight Rules 🛑

The company maintains several critical policies to protect itself and its investors, addressing ethical conduct and insider transactions.

• Code of Business Conduct and Ethics: All employees, officers, and directors must adhere to this code, emphasizing ethical standards and professional integrity.
• Insider Trading Policy: This policy restricts directors, officers, and employees from buying or selling company securities based on material, non-public information.
• Anti-Hedging Policy: This policy specifically prohibits employees from engaging in transactions (like equity swaps or collars) designed to hedge against a loss of the company's stock value.
• Clawback Policy: The company has adopted a "Clawback" policy, which legally mandates the recovery of incentive-based compensation if it is found to have been erroneously paid.

📞 Key Contact Information and Resources 📧

These are the vital resources for stockholders who have questions about the meeting or governance.

• General Inquiry: For general questions about the Annual Meeting, stockholders should contact Michael Bookman at (617) 500-8080 or [email protected].
• Stockholder of Record: For questions specific to the shareholder of record, they should contact Mallory Morales at (617) 500-8080 or [email protected].
• Brokering Support: For issues related to multiple sets of proxy materials or opting out of "householding," stockholders should contact the Broadridge Householding Department at 1-866-540-7095.

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🧠 The Analogy

Think of this proxy statement as the annual manual for a large, complex cruise ship. 🚢 Instead of reporting how many passengers were on board (that's the financial report), the manual tells you who is in charge (the directors), what rules everyone must follow (the policies, like the "Code of Conduct"), which specialized teams run the ship (the committees), and the schedule for the mandatory annual meetings (the Annual Meeting of Stockholders). It ensures that every stakeholder knows the chain of command and the rules of the voyage.

🧩 Final Takeaway

This filing is primarily a corporate governance document, signaling that management is committed to procedural transparency by outlining director election candidates, approving the auditors (RSM US LLP), and detailing the strong policies governing executive compensation and insider trading.