SEC Form DEF 14A filed by Immunome Inc.

We are pleased to invite you to attend Immunome, Inc.’s 2025 Annual Meeting of Stockholders which will be held at 11:30 a.m. Eastern Time, on Tuesday, June 10, 2025. The annual meeting will be held entirely online via a live audio webcast. We believe that hosting the Annual Meeting virtually will enable greater stockholder attendance and participation and improves our ability to communicate more effectively with our stockholders. The Annual Meeting can be accessed via the Internet at: www.virtualshareholdermeeting.com/IMNM2025.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders and 2025 Annual Meeting Proxy Statement. Other than the proposals described in the Proxy Statement, the Board of Directors of Immunome, Inc. is not aware of any other matters to be presented for a vote at the Annual Meeting. Under U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.

If you have any questions with respect to voting, please call our Corporate Secretary at 425-939-7410.

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Immunome, Inc., a Delaware corporation. The Annual Meeting will be held on Tuesday, June 10, 2025, at 11:30 a.m. Eastern Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live audio webcast. You will be able to attend the Annual Meeting, submit any questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/IMNM2025. The Annual Meeting will be held for the following purposes:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The Annual Meeting will be held virtually through a live audio webcast. Stockholders of record at the close of business on April 21, 2025 and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live audio webcast by visiting www.virtualshareholdermeeting.com/IMNM2025 and entering the 16-digit Control Number included in your Notice of Internet Availability or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 11:15 a.m. Eastern Time, on June 10, 2025.

Only stockholders of record at the close of business on April 21, 2025 and their proxy holders may vote at the Annual Meeting or any adjournment thereof.

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Immunome, Inc. (the “Company” or “Immunome”) is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

We intend to first mail the Notice and make this proxy statement and the form of proxy available to stockholders on or about April 24, 2025.

We may send you a proxy card, along with a second Notice, on or after May 5, 2025.

This year’s Annual Meeting will be a virtual meeting, which will be conducted entirely online via audio webcast to allow greater participation. You may attend, vote and ask questions at the Annual Meeting by following the instructions provided on the Notice or proxy card to log in to www.virtualshareholdermeeting.com/IMNM2025. If you are a stockholder of record, you will be asked to provide the 16-digit Control Number from your Notice or proxy card. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the instructions from your broker or bank.

The audio webcast of the Annual Meeting will begin at 11:30 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:15 a.m. Eastern Time, and you should allow reasonable time for the check-in procedures.

You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on April 21, 2025, the record date, or hold a valid proxy for the meeting. To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/IMNM2025 and enter the 16-digit Control Number found next to the label “Control Number” on your Notice or proxy card, or in the email sending you the Proxy Statement. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your Control Number/proxy to vote.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares.

If you do not have your Control Number and you are a registered stockholder, you will be able to login as a guest. To join the meeting audio webcast, visit www.virtualshareholdermeeting.com/IMNM2025 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you will need to contact that bank, broker or other institution where you hold your account to obtain your Control Number prior to the Annual Meeting.

If you have difficulty accessing the meeting or during the meeting, please refer to the technical support telephone number posted on the virtual meeting website login page, where technicians will be available to help you.

Our live audio webcast Annual Meeting has been designed to allow stockholders to submit questions up to15 minutes before and during the Annual Meeting by logging into the webcast using your 16-digit Control Number. Questions that are not relevant to the proposals to be voted on at the Annual Meeting will not be responded to.

Only stockholders of record at the close of business on April 21, 2025 will be entitled to vote at the Annual Meeting.

If on April 21, 2025, your shares were registered directly in your name with Immunome’s transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return your vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time to ensure that your vote is counted.

If your shares were not held in your name on April 21, 2025, but rather were held in an account at a brokerage firm, bank or other agent, then you are the beneficial owner of shares held in “street name” and the Notice should be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for the purpose of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You must follow the instructions provided by your brokerage firm, bank or other agent for it to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with a 16-digit Control Number via email or on your Notice or voting instruction form. If your shares are held in an account with a broker, bank or other agent providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by your broker, bank or other agent. If you did not receive a 16-digit Control Number via email or on your Notice or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank or other agent, including any requirement to obtain a valid legal proxy. Many brokers, banks and other agents allow a beneficial owner to obtain a valid legal proxy either online or by mail, and we recommend that you contact your broker, bank or other agent to do so.

There are two matters scheduled for a vote:

The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment. Discretionary authority for them to do so is provided for in the proxy card.

For Proposal 1, you may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee to the Board that you specify. For Proposal 2, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

If you are a stockholder of record, you may vote at the Annual Meeting or you may vote by proxy over the telephone, through the Internet or using a proxy card that you may request or that we may elect to deliver at a later

time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote at the Annual Meeting even if you have already voted by proxy. This is only required if you want to change your original vote, since votes will not be double counted.

Internet and telephone voting mechanisms for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 9, 2025.

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of both nominees for director, and “For” the ratification of the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using that individual’s best judgment.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from the Company. You must follow these instructions for your bank, broker or other agent to vote your shares per your instructions. Alternatively, many banks, brokers and other agents provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with a 16-digit Control Number via email or on your Notice or your voting instruction form. If your shares are held in an account with a broker, bank or other agent providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by that organization. If you did not receive a 16-digit Control Number via email or on your Notice or voting instruction form, and you wish to vote prior to or at the Annual Meeting, you must follow the instructions from your broker, bank or other agent, including any requirement to obtain your 16-digit Control Number. Many brokers, banks and other agents allow a beneficial owner to obtain their 16-digit Control Number either online or by mail, and we recommend that you contact your broker, bank or other agent to do so.

Each share of Immunome common stock you owned as of April 21, 2025 is entitled to one vote.

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of both nominees for director, and “For” the ratification of the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using that individual’s best judgment.

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers, banks and other agents may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine,” but not with respect to “non-routine” matters. In this regard, Proposal 1 is considered to be “non-routine,” meaning that your broker may not vote your shares on that proposal in the absence of your voting instructions. Proposal 2 is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker, bank or other agent by its deadline, your shares may be voted by your organization in its discretion on Proposal 2.

If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to their broker, bank or other agent holding their shares as to how to vote on matters deemed to be “non-routine,” the broker, bank or other such agent cannot vote the shares. When there is at least one “routine” matter that the broker, bank or other agent votes on, the shares that are un-voted on “non-routine” matters are counted as “broker non-votes.” Proposal 2 is a “routine” matter, and we therefore expect brokers, banks or other agents to vote on that proposal. Proposal 1 is considered to be “non-routine” and we therefore expect broker non-votes to exist on that proposal.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

The Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by email, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all your shares are voted.

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or internet proxy is the one that is counted.

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

Representatives of Broadridge Investor Communication Solutions, Inc. will tabulate the votes and act as inspectors of election.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote at the Annual Meeting are present in person or represented by proxy. On the record date, April 21, 2025, there were 87,011,822 shares of common stock outstanding and entitled to vote.

Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or the holders of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy and entitled to vote may adjourn the Annual Meeting to another date.

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Under our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. Each Class II director has a term that expires at this Annual Meeting, each Class III director has a term that expires at the Company’s 2026 annual meeting of stockholders and each Class I director has a term that expires at the Company’s 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their respective earlier death, resignation, or removal.

The Board currently consists of seven members. Of the seven members, Clay B. Siegall, Ph.D., Carol Schafer and Philip Wagenheim have previously been elected by our stockholders. . On June 29, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Morphimmune Inc. (“Morphimmune”), and Ibiza Merger Sub, Inc. (“Merger Sub”), pursuant to which Morphimmune merged with and into Merger Sub and became a wholly owned subsidiary of the Company (the “Merger”). The Merger was consummated on October 2, 2023 (the “Closing”). Pursuant to the terms of the Merger Agreement, upon the Closing, each of Dr. Siegall and Isaac Barchas were appointed to the Board as designees of Morphimmune, and Philip Wagenheim remained on the Board as a designee of Immunome, with the remaining directors to be mutually agreed upon. Dr. Siegall was subsequently elected by our stockholders to a three-year term at the 2024 annual meeting of stockholders.

In connection with the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, immediately following the consummation of the Merger, the PIPE Investors purchased, and Immunome issued and sold to the PIPE Investors, an aggregate of 21,690,871 shares of Immunome common stock for an aggregate purchase price of approximately $125.0 million (the “PIPE Financing”). In connection with execution of a Subscription Agreement, Immunome agreed, subject to the closing of the PIPE Financing, to provide Enavate Sciences, LP (“Enavate”) with the right to designate a nominee for election to the Board until the earlier to occur of (i) a Change of Control (as defined in the Subscription Agreement), (ii) Enavate holds less than 6.0% of Immunome's outstanding capital stock and (iii) June 29, 2030. At the closing of the PIPE Financing, the Board appointed James Boylan to the Board as the Enavate designee. Enavate’s right to continue to designate a nominee for election to the Board has expired in accordance with its terms.

Subsequent to the Closing, the Board appointed Jean-Jacques Bienaimé, Ms. Schafer and Sandra M. Swain, M.D. to the Board in November 2023, January 2024, and April 2024, respectively, to fill vacancies and expand the knowledge and expertise of the Board. The appointment of Mr. Bienaimé, Ms. Schafer and Dr. Swain were each unanimously approved by the Board at the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”). Ms. Schafer and Dr. Siegall were subsequently elected by our stockholders to a three-year term at the 2024 annual meeting of stockholders,

The term of office of each of Mr. Barchas and Mr. Bienaimé, Class II directors, expires at the Annual Meeting. Each of them has been recommended for nomination to the Board by the Nominating Committee and nominated for election by the Board. Proxies may not be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

Directors are elected by a plurality of the votes of the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors at the Annual Meeting. Accordingly, the two nominees receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed or authenticated proxies will be voted “For” the election of the two nominees named above or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, “For” the election of a substitute nominee designated by the Board. We have no reason to believe that either of the nominees will be unavailable or, if elected, will decline to serve.

The biographies of each of our nominees for election to the Board as Class II directors, and all other directors, are set forth below. Each biography includes the offices held, other business directorships, the class and term of each director nominee and other director, as well as the specific experience, qualifications, attributes and skills that led us to conclude that each such person should serve as a director. We believe that, as a whole, the Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.

The Nominating Committee seeks to assemble a board of directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct the Company’s business. The Nominating Committee and the Board also seek to attain diversity with respect to geography, thought, knowledge, experience, capability, skills and viewpoints among directors. To this end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the Nominating Committee views as critical to effective functioning of the Board.

The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes and skills of each nominee for director that led the Nominating Committee to recommend that person as a nominee. However, each member of the Nominating Committee may have a variety of reasons why they believe a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

The Board will determine the appropriate characteristics, skills and experience for the Board as a whole and for its individual members and considers director nominee recommendations from the Nominating Committee. In selecting candidates and evaluating existing directors, the Board will consider the minimum general criteria set forth below and may add additional criteria with respect to specific searches. An acceptable candidate may not fully satisfy all of the criteria but is expected to satisfy nearly all of them. Our directors believe that director candidates should have certain minimum qualifications, including being able to read and understand basic financial statements and having the highest personal integrity and ethics.

In considering candidates recommended by the Nominating Committee, the Board considers such factors as: (i) possessing relevant expertise upon which to be able to offer advice and guidance to management; (ii) having sufficient time to devote to the affairs of the Company; (iii) demonstrating excellence in their field; (iv) having the ability to exercise sound business judgment; (v) experience as a board member or executive officer of another publicly held company; (vi) having a diverse personal background, perspective and experience; and (vii) having the commitment to represent rigorously the long-term interests of the Company’s stockholders. The Board reviews candidates for director nomination in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of the Company’s stockholders. In conducting this assessment, the Board considers diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Board reviews the directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Board also determines whether the nominee must be independent for purposes of satisfying applicable listing requirements.

The Nominating Committee will evaluate director nominees in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating Committee will consider the Board membership criteria set forth above, as well as such other factors as it deems appropriate given the current needs of the Board and the Company to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors whose terms of office are set to expire, the Nominating Committee will review their overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence.

The Nominating Committee will also determine whether the potential candidates satisfy the independence requirements of Nasdaq, which determination will be based upon applicable rules of the exchange, the applicable rules and regulations of the SEC and the advice of counsel, if necessary. In the case of new director candidates, the Nominating Committee will use its network of contacts to find a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating Committee will conduct any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board.

The Nominating Committee will periodically meet to discuss and consider potential new candidates. After conducting the required diligence, if the Nominating Committee so determines by majority vote, it will select a nominee for recommendation to the Board.

The Nominating Committee will evaluate director candidates recommended by stockholders in the same manner that the Nominating Committee evaluates any other director candidate.

Any recommendation submitted to the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation but must include information that would be required under the “advance notice” provisions of the Bylaws and rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Company’s Corporate Secretary, c/o Immunome, Inc., 18702 N. Creek Parkway, Suite 100, Bothell, WA 98011. Any such director nominations will be presented to the Board for its consideration. Stockholders must also satisfy the notification, timeliness, consent, and information requirements set forth in the Bylaws.

We do not have a formal diversity policy in place, but the Board monitors the mix of skills and experience of its directors to help ensure it has the necessary tools to perform its oversight function effectively. The Board fully appreciates the value of a diversity of viewpoints, skills and experiences as important to the selection of directors to enhance the Board’s cognitive diversity and quality of dialogue in the boardroom.

Our Corporate Governance Guidelines provide that the Board will consist of a majority of independent directors in accordance with applicable Nasdaq listing standards. Our Corporate Governance Guidelines define an “independent” director consistent with the Nasdaq definition of independence. Under our Corporate Governance Guidelines and Nasdaq listing standards, a director is not independent unless the Board affirmatively determines that such director does not have a direct or indirect material relationship with the Company or any of its subsidiaries. Members of the Audit Committee and the Compensation Committee of the Board (the “Compensation Committee”) are subject to the additional independence requirements of applicable SEC rules and Nasdaq listing standards.

The Nominating Committee undertook its annual review of director independence and made a recommendation to the Board regarding director independence. As a result of this review, the Board affirmatively determined that each of Isaac Barchas, Jean-Jacques Bienaimé, James Boylan, Carol Schafer and Sandra M. Swain, M.D. are “independent” in accordance with Nasdaq listing standards applicable to boards of directors in general. In addition, the Board has affirmatively determined that Dr. Swain, Ms. Schafer and Messrs. Barchas and Bienaimé are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and audit committee members in particular, and that that Messrs. Boylan, Barchas and Bienaimé are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and compensation committee members in particular. In making these determinations, the Board found that none of the independent directors had a material or other disqualifying relationship with the Company.

The Board maintains the flexibility to determine whether the roles of Chairman of the Board (“Chair”) and Chief Executive Officer (“CEO”) should be combined or separated, based on what it believes is in the best interest of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chair, would not result in better governance or oversight.

At this time, the Board believes that our current CEO, Clay B. Siegall, Ph.D., is best situated to serve as Chair. Dr. Siegall is highly knowledgeable and has longstanding experience with respect to our business, operations and industry and ongoing executive responsibility for the Company. Dr. Siegall is well positioned to identify strategic priorities and to lead the Board’s consideration and analysis of such priorities. In addition, Dr. Siegall offers a robust understanding of the risks facing the Company and how to address those risks. In the Board’s view, these qualifications enable the Board to better understand the Company and work with management to enhance stockholder value. In addition, the Board believes that this structure enables it to better fulfill its risk oversight responsibilities and enhances the ability of the CEO to effectively communicate the Board’s view to management.

The Board appointed Mr. Barchas as the lead independent director in 2023 to help reinforce the independence of the Board as a whole. The position of lead independent director has been structured to serve as an effective balance to a combined CEO/Chair: the lead independent director is empowered to, among other duties and responsibilities, preside over Board meetings in the absence of the Chair, act as liaison between the Chair and the independent directors, preside over meetings of the independent directors, and consult with the Chair in planning and setting

schedules and agendas for Board meetings to be held during the year. As a result, we believe that the lead independent director helps to ensure the effective independent functioning of the Board in its oversight responsibilities. In addition, we believe that the lead independent director is better positioned to build a consensus among directors and to serve as a conduit between the other independent directors and the Chair, for example, by facilitating the inclusion on meeting agendas of matters of concern to the independent directors. In light of Dr. Siegall’s strategic knowledge and leadership, and because the Board’s lead independent director is empowered to play a significant role in the Board’s leadership and in reinforcing the independence of the Board, we believe that it is advantageous to the Company and its stockholders to combine the positions of CEO and Chair.

One of the key functions of the Board is to oversee our risk management process. The Board does not have a standing risk management committee, but administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address the risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. In addition, the Board meets with certain members of our executive team, including the heads of our business, compliance and regulatory functions, who discuss the risks and exposures involved in their respective areas of responsibility as well as any developments that could impact our risk profile or other aspects of our business.

While senior management has primary responsibility for managing risk, the Board has responsibility for risk oversight with specific risk areas delegated to relevant Board committees who report on their deliberations to the full Board. The specific risk areas of focus for the Board and each of its committees are summarized below:

Our Corporate Governance Guidelines provide that all directors are expected to prepare for, attend and participate in all meetings of the Board and committees on which they serve. During 2024, the Board held eight meetings, the Audit Committee held four meetings, the Compensation Committee held six meetings, and the Nominating Committee held four meetings. The Board and each committee also acted by written consent on various matters throughout the year. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served).

Although we do not have a formal policy regarding attendance by Board members at annual meetings of stockholders, we encourage our directors to attend such meetings. All current directors who served at the time of our 2024 annual meeting of stockholders attended that meeting.

The Board has established three standing committees—the Audit Committee, the Compensation Committee, and the Nominating Committee—each of which operates under a charter that has been approved by the Board.

The Audit Committee assists the Board by providing oversight of our financial management, independent auditor and financial reporting procedures, as well as such other matters as directed by the Board or the Audit Committee charter. Among other things, the Audit Committee’s responsibilities include:

The Audit Committee has the authority to form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances.

The members of the Audit Committee are Ms. Schafer (Chair), Mr. Bienaimé and Dr. Swain. All members of the Audit Committee are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and audit committee members in particular. The Board has determined that Ms. Schafer qualifies as an “audit committee financial expert” as defined by the applicable SEC rules and that each member of the Audit Committee is “financially sophisticated” within the meaning of the Nasdaq listing standards.

The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting, and legal and regulatory compliance. Management of the Company has the primary responsibility for the Company’s financial reporting processes, proper application of accounting principles, and internal controls as well as the preparation of its financial statements. The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States (“U.S. GAAP”).

The Audit Committee has reviewed and discussed with management of the Company the Company’s audited financial statements as of and for the year ended December 31, 2024. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounts’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence.

Based on the foregoing, the Audit Committee has recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Compensation Committee reviews the performance and development of our management in achieving corporate goals and objectives and assures that our executive officers (including the CEO) are compensated effectively in a manner consistent with our strategy, competitive practice and stockholder interests, as well as such other matters as directed by the Board or the Compensation Committee charter. Among other things, the Compensation Committee’s responsibilities include:

The Compensation Committee has the authority to form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances. The Compensation Committee annually reviews the performance of each of the executive officers, including the CEO. In accordance with the authority granted to it, the Compensation Committee then either determines the compensation of each executive officer or makes recommendations regarding such compensation to the Board for approval.

The members of the Compensation Committee are Mr. Boylan (Chair) and Messrs. Barchas and Bienaimé. All members of the Compensation Committee are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Typically, we will plan for the Compensation Committee to meet quarterly and with greater frequency as necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the CEO or Chief Financial Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The CEO may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The Compensation Committee charter grants the Compensation Committee full access to all our books, records, facilities, and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice, and assistance from internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority, in its sole discretion, to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under its charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel, or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

The Compensation Committee or the Board, upon recommendation from the Compensation Committee, makes adjustments to annual compensation, determines bonus and equity awards, and establishes new performance objectives at one or more meetings typically held during the first quarter of the year. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of individual and corporate performance objectives for the current year. For executives other than the CEO, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the CEO. In the case of the CEO, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive compensation paid at other companies identified by the consultant.

The Compensation Committee enlists the services of a third-party company to conduct an analysis of our compensation practices compared with current market practices. Since 2021, the Compensation Committee has engaged the services of Radford/Aon (“Aon”), which is part of the Rewards Solutions practice at Aon plc, to conduct a review and analysis of our executive and director compensation compared with current market practices and a peer group of companies. The 2024 peer group was chosen based on several characteristics including: comparable stage in key product and corporate development, similar growth and performance potential and market capitalization. Aon reports directly to the Chair of the Compensation Committee. The Compensation Committee has assessed the independence of Aon according to the six factors mandated by SEC and Nasdaq listing standards. After conducting this assessment and considering any potential conflicts of interest, the Compensation Committee concluded that the continued engagement of Aon did not raise any conflict of interest and did not adversely affect Aon’s independence.

Aon’s review, which consisted of an analysis of our compensation practices against prevailing market practices of identified peer group companies and broader industry trends, analyzed total direct compensation (inclusive of salary, cash bonuses and equity awards) of our executive officers and was based on an assessment of market trends through analysis of available public information in addition to proprietary data provided by Aon. For our executives and directors, we set target cash compensation (i.e., salary and bonus potential for executives or retainers for non-employee directors) after generally referencing the 50^th percentile of compensation paid to executives and directors within our compensation peer group. We set equity compensation, delivered through equity-based awards, after generally referencing the 75^th percentile of our peer group. We believe that this approach appropriately reflects our position and performance within our peer group. We may deviate from setting actual compensation levels at these

target percentiles of the peer group with respect to our executives to reflect experience, performance levels, existing equity holdings, and market factors as deemed appropriate by the Compensation Committee or the Board. In any given year, the Compensation Committee may consider the experience and performance levels of our executives and other factors deemed appropriate and make a subjective determination that it would be appropriate for any Named Executive Officer’s (as defined below) compensation elements or targeted total compensation and equity levels to deviate from the targeted percentile of the compensation paid to similarly situated officers employed by our peer companies.

No member of the Compensation Committee is a current or former officer or employee of the Company. During 2024, none of our executive officers served on the board of directors or compensation committee of any other company that has an executive officer serving on the Board or the Compensation Committee.

The Nominating and Corporate Governance Committee identifies qualified individuals for membership on the Board, recommends to the Board the director nominees to fill vacancies on the Board and to stand for election at the next annual meeting of stockholders, develops and recommends to the Board a set of corporate governance guidelines for the Board and provides oversight of the corporate governance affairs of the Board, as well as such other matters as directed by the Board or the Nominating and Corporate Governance Committee charter. Among other things, the Nominating Committee’s responsibilities include:

The Nominating Committee has the authority to form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances. The Nominating Committee is responsible for identifying individuals that the Nominating and Corporate Governance Committee believes are qualified to become Board members, as described above in the section entitled “Criteria for Board Membership.”

The members of the Nominating and Corporate Governance Committee are Mr. Barchas (Chair), Mr. Boylan and Ms. Schafer. All members of the Compensation Committee are “independent” in accordance with the Nasdaq listing standards.

Complete copies of our Corporate Governance Guidelines and committee charters are posted in the “Governance Documents” section of our website located at www.immunome.com.

Executive sessions, which are meetings at which only independent directors are present, are regularly held throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate.

There are no family relationships among any of our directors or executive officers.

The Board welcomes input and suggestions from all interested parties, including stockholders. Stockholders and other interested parties who wish to communicate with the non-management or independent members of the Board may do so by letters addressed to the attention of our Corporate Secretary. All such communications will be reviewed by our Corporate Secretary and routed to the appropriate member(s) of the Board. The address for these communications is: Immunome, Inc., 18702 N. Creek Parkway, Suite 100, Bothell, WA 98011, Attn: Corporate Secretary.

Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors as appropriate. Any such communication is promptly distributed to the director or directors named therein unless such communication is considered, either presumptively or in the reasonable judgment of the Company’s Corporate Secretary, to be improper for submission to the intended recipient or recipients. Examples of communications that would presumptively be deemed improper for submission include, without limitation, solicitations, communications that raise grievances that are personal to the sender, communications that relate to the pricing of the Company’s products or services, communications that do not relate directly or indirectly to the Company and communications that are frivolous in nature.

We have adopted a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees, including the CEO, Chief Financial Officer, Controller and other senior financial officers. The Code of Business Conduct and Ethics provides a framework for sound ethical business decisions and sets forth our expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets and business ethics. Our Code of Business Conduct and Ethics is posted in the “Governance Documents” section of our website located at www.immunome.com. If the Company ever were to amend or waive any provision of its Code of Business Conduct and Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K. In the case of a waiver for an executive officer or a director, the disclosure required under applicable Nasdaq listing standards also will be made available on our website.

We have adopted an amended and restated insider trading policy (the “Amended and Rested Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of our securities by directors, employees and certain consultants that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of the Amended and Restated Insider Trading Policy is filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended December 31, 2024. In addition, to the extent the Company engages in market repurchase transactions of its securities, it intends to comply with applicable laws and regulations relating to insider trading.

The Amended and Restated Insider Trading Policy also prohibits our directors, officers, employees, certain consultants and their designees from hedging their ownership of our stock, including but not limited to trading in options, puts, calls or other derivative instruments related to our stock or debt. Additionally, directors, officers, employees, certain consultants and their designees may not purchase our stock on margin, borrow against our stock held in a margin account, or pledge our stock as collateral for a loan.

The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the annual meeting and recommended that stockholders ratify such selection. Ernst & Young LLP has audited our financial statements since 2022. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Bylaws nor other governing documents or law require stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2024 and 2023 by Ernst & Young LLP, our independent registered public accounting firm.

The Audit Committee is responsible for appointing, retaining, setting compensation for, and evaluating and overseeing the work of Ernst & Young LLP, our independent registered public accounting firm. The Audit Committee charter establishes a policy that all audit and permissible non-audit services provided by our independent registered public accounting firm will be pre-approved by the Audit Committee.

All such audit and permissible non-audit services were pre-approved in accordance with this policy during the fiscal year ended December 31, 2024. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our independent registered public accounting firm. The responsibility to pre- approve audit and non-audit services may be delegated by the Audit Committee to one or more members of the Audit Committee; provided that any decisions made by such member or members must be presented to the full Audit Committee at its next scheduled meeting.

The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2024.

Other than the CEO Inducement Grant and the Company’s 2024 Inducement Plan (the “2024 Plan”), there were no equity compensation plans of the Company in effect as of December 31, 2024 that were adopted without the approval of the Company’s security holders. The CEO Inducement Grant provides for the purchase of up to 2,137,080 shares of the Company’s common stock at a price of $5.91 per share, the closing price per share of the Company’s common stock as reported by Nasdaq on June 28, 2023, the date of grant, and vests over four years, with 25% of the shares vesting on the first anniversary of the Closing, and the remainder vesting ratably each subsequent month thereafter, subject to Dr. Siegall’s continued employment through the applicable vesting dates. The terms of the CEO Inducement Grant are substantially the same as the terms contained in the 2020 Plan. Descriptions of the Company’s equity compensation plans are contained in Note 10 (“Share-based compensation”) of the Notes to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The terms of the 2024 Plan are described in more detail below under “Executive Compensation – Equity Incentive Plans – 2024 Inducement Plan.”

Section 16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of a company’s common stock to file initial reports of ownership and reports of changes in ownership with the SEC.

Based solely on our review of electronic filings with the SEC of such reports and information provided to the Company by each executive officer and director, we believe that our executive officers and directors complied with all Section 16(a) filing requirements during the year ended December 31, 2024, except that our report for the non-employee directors covering their automatic annual equity awards following last year’s 2024 annual meeting of stockholders was filed one day late.

The following table sets forth certain information with respect to our executive officers as of the date of this Proxy Statement.

Clay B. Siegall, Ph.D. Biographical information for Clay B. Siegall, Ph.D. is included above with the director biographies under the caption “Nominees for Election to the Board of Directors”.

Jack Higgins, Ph.D. has served as our Chief Scientific Officer since October 2023. He previously served as Morphimmune’s Chief Scientific Officer from May 2022 until the Closing in October 2023. Prior to joining the Company, from January 2010 to April 2021, Dr. Higgins served in positions of increasing responsibility at Molecular Templates, Inc., (Nasdaq: MTEM) a clinical stage biotechnology company focused on cancer therapeutics, serving most recently as Chief Development Sciences Officer from June 2019 to April 2021, and SVP Operations, Head of Manufacturing from August 2017 to June 2019. While at Molecular Templates, Dr. Higgins led discovery and development efforts for multiple clinical candidates and co-invented the company’s Engineered Toxin Body (ETB) platform. Dr. Higgins completed a fellowship in tumor immunology at the National Cancer Institute. He earned his Ph.D. and M.S. from the University of Arkansas and a B.S. from Texas A&M University.

Kinney Horn has served as our Chief Business Officer since February 2024. From May 2020 to October 2023, Mr. Horn served as the Chief Business Officer and advisor of Olema Oncology, Inc. (Nasdaq: OLMA), a women’s oncology company. From May 2019 to April 2020, Mr. Horn was an Entrepreneur in Residence at EcoR1 Capital, an investment advisory firm focused on biotechnology. From January 2003 to April 2019, Mr. Horn served as the Director of Business Development at Genentech, Inc. Prior to Genentech, Mr. Horn served in various investment banking and venture capital roles from 1998 to 2003. Mr. Horn received a B.A. in economics and international affairs from University of Mary Washington and an M.S. in biochemistry from Georgetown University.

Bob Lechleider, M.D. has served as our Chief Medical Officer since October 2023. Prior to joining the Company, Dr. Lechleider served as Chief Medical Officer of OncoResponse, Inc., a private biotechnology company, from April 2020 to October 2023. From September 2016 to April 2020, Dr. Lechleider served as SVP Clinical Development of Seagen, Inc., a public biotechnology company (acquired by Pfizer 2023). Dr. Lechleider received his M.D. from the University of Illinois College of Medicine and his A.B., Chemistry from Princeton University.

Max Rosett has served as our Chief Financial Officer since May 2024. Prior to his current role, Mr. Rosett served as our Interim Chief Financial Officer and EVP, Operations from January 2024 to May 2024, and from October 2023 to January 2024, he served as our SVP, Operations. Previously, he was Acting Chief Operating Officer of Morphimmune from March 2022 until the Closing in October 2023. He joined Morphimmune in January 2022, serving as VP, Portfolio Planning and Corporate Strategy until March 2022. Mr. Rosett also served as Principal at Research Bridge Partners, a life sciences investment firm, from March 2021 until November 2023. He was previously Director of Data Science at Research Bridge Partners from February 2018 to February 2021. He has also worked as an engineer at Google, and he started his career at the Boston Consulting Group, where he served clients in the pharmaceutical industry. Mr. Rosett earned a M.S. in Computer Science from Georgia Institute of Technology and a B.A. in Mathematics from Yale University.

Sandra G. Stoneman has served as our Chief Legal Officer and General Counsel since October 2020. In this role, Ms. Stoneman serves as Corporate Secretary to our Board and leads our legal, corporate governance, and intellectual property, and Compliance functions. Previously, Ms. Stoneman was a corporate partner at the law firm of Duane Morris LLP from 2002 to 2020, where she was co-lead of the firm’s life science interdisciplinary practice group and was a co-chair of the firm’s emerging companies division, and was an associate at the Dechert law firm from 1997 to 2002. Ms. Stoneman received her J.D. from Temple University School of Law and her B.A. in Sociology and Spanish from the State University of New York at Binghamton.

Philip Tsai, Ph.D. has served as our Chief Technical Officer since June 2024. Prior to joining the Company, Dr. Tsai held various positions of increasing responsibility at Seagen, from January 2003 to April 2024, most recently, serving as Senior Vice President of Technical Development from May 2021 to April 2024. Dr. Tsai began his biotechnology career at Biogen, where he spent seven years optimizing biologics manufacturing processes. Dr. Tsai received his M.S. degree and a Ph.D. in Chemical Engineering from California Institute of Technology and his B.S. from the University of Illinois, Urbana-Champaign.

Each executive officer serves at the discretion of the Board and holds office until the executive officer’s respective successor is duly elected and qualified or until the executive officer’s respective earlier death, resignation or removal.

This section discusses the material components of the executive compensation program for our named executive officers. For 2024, our named executive officers are Clay B. Siegall, Ph.D., our President, Chief Executive Officer and Chairman, Kinney Horn, our Chief Business Officer, and Sandra G. Stoneman, our Chief Legal Officer (collectively, our “Named Executive Officers”).

The following table shows for the fiscal years ended December 31, 2024 and, where required, 2023 compensation awarded to paid to, or earned by, the Named Executive Officers:

The elements of the compensation program for our Named Executive Officers include: base salary; an annual cash (non-equity) incentive plan bonus; long-term equity awards; and, when determined necessary, limited perquisites. Our Named Executive Officers are entitled to severance benefits and change in control benefits as described below under “Employment Agreements with Our Named Executive Officers.”

Base salaries for our Named Executive Officers are initially established through arm’s-length negotiation at the time the executive is hired, taking into account the executive’s qualifications, experience, prior salary, the scope of

their responsibilities, and competitive market compensation paid by other companies for similar positions within the industry. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels of compensation paid by our peer companies and after taking into account individual responsibilities, performance and experience. In making decisions regarding salary increases, we draw upon the expertise of our independent compensation consultant, who provides comparative compensation data from similar sized companies in our industry. We also draw upon the experience of members of the Board with other companies. The Compensation Committee has not previously applied specific formulas to determine increases, although it has generally awarded increases as a percentage of an executive officer’s then-current base salary. This strategy is consistent with our intent of offering base salaries that are cost-effective while remaining competitive.

The 2024 annual base salaries for our Named Executive Officers are set forth in the table below.

We seek to motivate and reward our executives for achievements relative to corporate and individual goals and expectations for each fiscal year. Dr. Siegall is eligible to receive an annual performance bonus weighted entirely on the achievement of Company-wide performance goals as determined by the Compensation Committee and/or the Board, pursuant to the terms of his employment agreement and the Company’s bonus policy. Mr. Horn and Ms. Stoneman are also eligible to receive an annual performance bonus based on the achievement of individual and Company-wide performance goals as determined by the Compensation Committee and/or the Board, pursuant to the terms of their employment agreements and the Company’s bonus policies.

For 2024, the annual performance goals included research, development and corporate objectives. Each of Dr. Siegall, Mr. Horn and Ms. Stoneman were assigned a target bonus expressed as a percentage of their respective base salary. Target bonus amounts for Dr. Siegall, Mr. Horn and Ms. Stoneman in 2024 were set pursuant to their employment agreements at 60%, 40% and 40%, respectively. Based on the Company’s achievements in 2024, the Compensation Committee determined that the calculation of performance bonuses for Dr. Siegall, Mr. Horn and Ms. Stoneman would reflect a 125% achievement of the 2024 corporate goals. Accordingly, for 2024, the Compensation Committee approved annual performance bonuses of $525,000 to Dr. Siegall, $180,747 to Mr. Horn and $235,000 to Ms. Stoneman. In determining the annual performance bonuses, the Compensation Committee prorated Mr. Horn’s bonus based on the number of days he was employed by the Company during calendar year 2024.

We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. Accordingly, the Board periodically reviews the equity incentive compensation of our Named Executive Officers and from time to time may grant equity incentive awards to them in the form of stock options. We typically grant stock option awards at the start of employment to each executive and our other employees. We also maintain a practice of granting additional equity on an annual basis based on individual and Company performance, and we retain discretion to provide additional targeted grants in certain circumstances.

We award stock options on the latter of the date that the Board or Compensation Committee approves the grant or the hire date in the case of an initial equity grant. We set the option exercise price based on the fair market value of our common stock on the date of grant. Time-vested stock option grants to our executives typically vest over four years with a one-year cliff and monthly thereafter over the next three years for initial grants and monthly over four years for follow-on grants. All stock options have a term of ten years from the grant date.

We currently provide broad-based welfare benefits that are available to all employees, including our Named Executive Officers, including health, dental, life, vision and disability insurance.

In addition, we maintain a 401(k) plan intended to qualify as a tax-qualified plan under Section 401 of the Internal Revenue Code of 1986, as amended, or the Code, with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. The 401(k) plan provides that each participant may contribute up to the lesser of 92% of their compensation or the statutory limit, which was $23,000 for calendar year 2024. We match 100% of employee contributions up to 3% of their eligible compensation. Employees’ pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. Employees are immediately and fully vested in their contributions. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

In addition, our eligible employees (including our Named Executive Officers) may participate in the Company’s ESPP, as determined by the Board. The ESPP provides eligible employees with the opportunity to acquire our common stock through periodic payroll deductions, at a discounted price. The ESPP is structured as a qualified employee stock purchase plan under Section 423 of the Code. We do not maintain any defined benefit pension plans or nonqualified deferred compensation plans.

The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2024.

In September 2020, the Company adopted the 2020 Plan, which was amended in August 2023 and October 2023. The terms of the 2020 Plan provide for the grant of ISOs, within the meaning of Section 422 of the Code, NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other forms of equity compensation. Stock options may be granted under the 2020 Plan with an exercise price not less than 100% of the fair market value of the common stock on the date of grant. Stock options under the 2020 Plan may be granted with terms of up to ten years. The total number of shares of the Company’s common stock initially reserved for issuance under the 2020 Plan was equal to the sum of (i) 1,701,723 shares plus (ii) the number of shares reserved, and remaining available for issuance, under our 2018 Plan at the time our 2020 Plan became effective and (iii) the number of shares subject to stock options or other stock awards granted under the 2018 Plan and 2008 Plan that would have otherwise returned to the 2018 Plan (such as upon the expiration or termination of a stock award prior to vesting). Additionally, the number of shares of our common stock reserved for issuance under the 2020 Plan will automatically increase on January 1 of each calendar year, beginning on January 1, 2021 and continuing through and including January 1, 2030, by 4% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Board. The maximum number of shares that may be issued upon the exercise of ISOs under the 2020 Plan is 10,000,000 shares.

The ESPP was adopted by the Company in September 2020 and allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP generally provides for set offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the first trading day of the offering period. The ESPP will authorize the issuance of 125,000 shares of our common stock pursuant to purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our common

stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2021 through January 1, 2030, by the lesser of (1) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, and (2) 1,000,000 shares; provided, that prior to the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (1) and (2). The Company’s executive officers are eligible to participate in the ESPP. No employee may purchase shares under the ESPP at a rate in excess of $25,000 worth of our common stock, based on the fair market value per share of our common stock at the beginning of an offering for each year such a purchase right is outstanding. Finally, no employee will be eligible for the grant of any purchase rights under the ESPP if immediately after such rights are granted, such employee has voting power over 5% or more of our outstanding common stock measured by vote or value pursuant to Section 424(d) of the Code.

The 2020 MI Plan was adopted by board of directors of Morphimmune and approved by its stockholders in February 2020. It was subsequently amended in April 2020, November 2021, February 2022 and May 2023. The 2020 MI Plan allowed Morphimmune’s board of directors to make equity incentive awards to Morphimmune’s employees, directors, and consultants. Effective upon the Closing, each outstanding equity incentive award granted under the 2020 MI Plan was converted into an option to purchase shares of the Company, and the Company assumed the 2020 MI Plan.

The 2024 Inducement Plan the (“2024 Plan”) was adopted by the Board in October 2024. The 2024 Plan was adopted without stockholder approval pursuant to Rule 5635(c) of the Nasdaq Listing Rules. The 2024 Plan provides for the grant of nonqualified stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other forms of stock awards. The 2024 Plan does not provide for the grant of incentive stock options within the meaning of Section 422 of the Code. Stock awards granted under the 2024 Plan may be made only to individuals who did not previously serve as our employees or non-employee directors or an affiliate of ours (or following such individuals’ bona fide period of non-employment with us or an affiliate of ours), as an inducement material to the individuals’ entering into employment or in a manner otherwise permitted by the Nasdaq Listing Rules. The terms of the 2024 Plan are otherwise substantially similar to our 2020 Plan (including with respect to the treatment of stock awards upon corporate transactions involving us or certain changes in our capitalization), except stock awards granted under the 2024 Plan may not be repriced without stockholder approval. The maximum number of shares of our common stock that may be issued under the 2024 Plan is 2,000,000 shares. Shares subject to stock awards granted under the 2024 Plan that expire or terminate without being exercised in full, or that are settled in cash rather than in shares, do not reduce the number of shares available for issuance under the 2024 Plan. Additionally, shares become available for future grant under the 2024 Plan if they were issued under stock awards granted under the 2024 Plan and we repurchase or reacquire them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award.

On June 28, 2023, Dr. Siegall and the Company entered into an employment agreement, which became effective upon the Closing, and was subsequently amended in December 2023 (the “Siegall Employment Agreement”). The Siegall Employment Agreement sets forth the terms of Dr. Siegall’s employment with the Company as President, Chief Executive Officer and Chairman of the Board. The Siegall Employment Agreement provides for an initial annual base salary of $700,000 and bonus potential of up to 50% of his annual base salary, as well as participation in the Company’s employee benefits plans. In July 2024, the Compensation Committee approved an increase to Dr. Siegall’s target bonus from 50% to 60% and, in March 2025, increased Dr. Siegall’s annual base salary to $735,000 effective as of January 1, 2025. The Siegall Employment Agreement also contemplated the grant of the CEO Inducement Grant, made on June 28, 2023. The CEO Inducement Grant (i) is exercisable for 2,137,080 shares of the Company’s common stock, (ii) vests (x) 25% at the one-year anniversary of the Closing and (y) 75% monthly over the next 36 months, with vesting being contingent upon Dr. Siegall’s continued employment by the Company and (iii) is exercisable at a per share price of $5.91. Dr. Siegall is also eligible to receive additional grants of stock options or other equity awards from time to time in the future as determined by the Compensation Committee.

In the event of Dr. Siegall’s termination without cause or resignation for good reason outside of a Change in Control Period (as defined in the Siegall Employment Agreement), Dr. Siegall would be entitled to, (i) a sum equal to 150% of his annual base salary, as then in effect, plus his full annual bonus amount in the year of termination, (ii) a pro-rated portion of the annual bonus to which Dr. Siegall would be entitled with respect to such year of termination, based on the achievement of performance metrics as determined by the Board, and (iii) 18 months of COBRA continuation benefits. In the event of Dr. Siegall’s termination without cause or resignation for good reason within the period commencing three months prior to the closing of a Change in Control through the date that is 12 months following the closing date of the Change in Control, Dr. Siegall would be entitled to, among other things, (i) a sum equal to 150% of his annual base salary, as then in effect, plus his full bonus amount in the year of termination, (ii) a pro-rated portion of the annual bonus to which Dr. Siegall would be entitled with respect to such year of termination, based on the achievement of performance metrics as determined by the Board (iii) 18 months of COBRA continuation benefits, and (iv) the vesting of 100% of the unvested shares subject to his outstanding equity awards, including the CEO Inducement Grant. Any severance or other payments or benefits contemplated in the event of a termination without cause or resignation for good reason are conditional on Dr. Siegall’s continued compliance with the terms of the Siegall Employment Agreement and the effectiveness of a separation agreement within 60 days of the termination date.

On February 7, 2024, Mr. Horn entered into an employment offer letter with the Company (the “Horn Offer Letter”), which sets forth the terms of Mr. Horn’s employment as Chief Business Officer of the Company. The Horn Offer Letter provides for an initial annual base salary of $425,000, which, in March 2025, the Compensation Committee increased to $447,200, and bonus potential of up to 40% of his annual base salary, as well as participation in the Company’s employee benefit plans. The Horn Offer Letter also provides for an initial stock option grant exercisable for 300,000 shares of the Company’s common stock at the fair market value on the date of grant. This stock option vests 25% on February 12, 2025, and the remaining 75% in 36 equal monthly installments thereafter. Mr. Horn is also eligible to receive additional grants of stock options or other equity awards from time to time in the future as determined by the Compensation Committee.

In the event of Mr. Horn’s termination without cause or resignation for good reason (a “Qualifying Termination”), Mr. Horn would be entitled to 12 months of base salary continuation and 12 months of COBRA continuation benefits as well as a pro-rated portion of the target annual bonus to which Mr. Horn would be entitled in the year of termination, based on the achievement of performance metrics as determined by the Board. In the event of Mr. Horn’s Qualifying Termination during the period commencing 30 days prior to, at the time of, or within 12 months following a Change in Control (as defined in the Horn Offer Letter), Mr. Horn would be entitled to 12 months of base salary continuation and 12 months of COBRA continuation benefits, his full annual bonus amount in the year of termination and the vesting of 100% of the unvested shares subject to outstanding equity awards held by Mr. Horn. Any severance in the event of a Qualifying Termination of Mr. Horn is conditional on Mr. Horn’s continued compliance with the terms of the Horn Offer Letter and the effectiveness of a separation agreement within 60 days of the termination date.

On September 24, 2020, Ms. Stoneman entered into an employment offer letter with the Company (as amended and restated in November 2023, the “Stoneman Offer Letter”), which sets forth the terms of Ms. Stoneman’s employment as Chief Legal Officer of the Company. The Stoneman Offer Letter provides for an initial annual base salary of $470,000, which, in March 2025, the Compensation Committee increased to $493,500, and bonus potential of up to 40% of her annual base salary, as well as participation in the Company’s employee benefit plans. Ms. Stoneman is eligible to receive additional grants of stock options or other equity awards from time to time in the future as determined by the Compensation Committee.

In the event of Ms. Stoneman’s Qualifying Termination, Ms. Stoneman would be entitled to 12 months of base salary continuation and 12 months of COBRA continuation benefits as well as a pro-rated portion of the target annual bonus to which Ms. Stoneman would be entitled in the year of termination, based on the achievement of performance metrics as determined by the Board. In the event of Ms. Stoneman’s Qualifying Termination during the period commencing 30 days prior to, at the time of, or within 12 months following a Change in Control (as defined in the Stoneman Offer Letter), Ms. Stoneman would be entitled to 12 months of base salary continuation and 12 months of COBRA continuation benefits, her full annual bonus amount in the year of termination and the vesting of 100% of

the unvested shares subject to outstanding equity awards held by Ms. Stoneman. Any severance in the event of a Qualifying Termination of Ms. Stoneman is conditional on Ms. Stoneman’s continued compliance with the terms of the Stoneman Offer Letter and the effectiveness of a separation agreement within 60 days of the termination date.

The following table shows for the fiscal year ended December 31, 2024 certain information with respect to the compensation of our non-employee directors:

Clay B. Siegall, Ph.D., our President, CEO and Chairman of the Board, does not receive any additional compensation for his service on the Board. Dr. Siegall’s compensation as a Named Executive Officer is set forth above under “Executive Compensation-Summary Compensation Table.”

The Board adopted a non-employee director compensation policy in September 2020 that is applicable to all of our non-employee directors. The compensation policy was amended effective October 2020, July 2021, June 2022 and October 2023, each following a review of the program. As in effect for 2024, our compensation policy provided that each non-employee director will receive the following compensation for service on the Board:

In the event of a Change in Control (as defined in the 2020 Plan), the then unvested options held by each non-employee director who remains in service through the date of the Change in Control will become fully vested.

Pursuant to the non-employee director compensation policy, the compensation described above is subject to the limits on non-employee director compensation set forth in the 2020 Plan. Each of the awards described above will be granted under the 2020 Plan, the terms of which are described in more detail below under “Executive Compensation-Employee Benefit Plans-2020 Equity Incentive Plan”.

We will also continue to reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.

The following table sets forth certain information regarding the ownership of our common stock as of February 1, 2025 by: (i) each director and director nominee; (ii) each executive officer named in the Summary Compensation Table; (iii) our executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 86,796,919 shares of common stock outstanding on February 1, 2025, adjusted as required by rules promulgated by the SEC. Unless otherwise indicated, the address for the following stockholders is c/o Immunome, Inc., 18702 N. Creek Parkway, Suite 100, Bothell, Washington 98011.

The Board has adopted a written related party transactions policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related party transactions. For purposes of our policy only, a related party transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related party are, were or will be participants and in which the amount involved exceeds the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years.

Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related party is anyone who is or was since the beginning of the Company’s last fiscal year an executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons or any firm, corporation or other entity in which any of the foregoing persons is an executive, partner or principal or holds a similar control position in which such person has a 5% or greater beneficial ownership interest.

Under the policy, if a transaction has been identified as a related party transaction, including any transaction that was not a related party transaction when originally consummated or any transaction that was not initially identified as a related party transaction prior to consummation, our management must present information regarding the related party transaction to the Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of the Board, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related parties, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy.

In addition, under our code of business conduct and ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

The policy requires that, in determining whether to approve, ratify or reject a related party transaction, the Audit Committee, or other independent body of the Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as the Audit Committee, or other independent body of the Board, determines in the good faith exercise of its discretion.

Since January 1, 2023, we have engaged in the following transactions with our directors, executive officers, holders of more than 5% of our voting securities, and affiliates or immediate family members of our directors, executive officers, and holders of more than 5% of our voting securities. We believe that all these transactions were on terms as favorable as could have been obtained from unrelated third parties.

In January 2025, we completed an underwritten public offering of 22,258,064 shares of our common stock at a purchase price of $7.75 per share. The gross proceeds from the offering were approximately $172.5 million. The below details the related person transactions involved in the follow-on offering:

On June 29, 2023, the Company entered into Subscription Agreements with the PIPE Investors pursuant to which, among other things, the PIPE Investors purchased, and the Company issued and sold to the PIPE Investors, an aggregate of 21,690,871 shares of the Company’s common stock for an aggregate purchase price of approximately $125 million, on the terms and subject to the conditions set forth therein the PIPE Financing. The shares of the Company’s common stock were sold to the PIPE Investors at a price per share equal to $5.75 and, in the case of affiliate investors and consultants, $5.91 per share, the consolidated closing bid price per share immediately preceding the entry into the Subscription Agreements. The transactions contemplated by the Subscription Agreements closed on October 2, 2023 in connection with the Closing. The below details the related person transactions involved in the PIPE Financing:

We have entered into employment agreements or offer letter agreements with certain of our executive officers. For more information regarding these agreements with our Named Executive Officers, see “Executive and Director Compensation — Employment Agreements.”

We have entered indemnification agreements with each of our directors and executive officers. The indemnification agreements and our Bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.

We have granted stock options to certain of our executive officers and directors. See the sections titled “Non-Employee Director Compensation” and “Executive Compensation” for a description of these stock options.

Stockholders intending to present a proposal to be considered for inclusion in the proxy statement for our 2026 Annual Meeting of Stockholders must provide their proposals such that they are received by us no later than December 25, 2025. If we change the date of the 2026 Annual Meeting of Stockholders by more than 30 days from the anniversary of this year’s Annual Meeting, stockholder proposals must be received no later than the close of business on the tenth day following the day on which notice of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first, to be considered for inclusion in our proxy statement. Proposals must be sent via registered, certified, or express mail (or other means that allows the stockholder to determine when the proposal was received by the Secretary) to our Corporate Secretary at Immunome, Inc., 18702 N. Creek Parkway, Suite 100, Bothell, WA 98011. Proposals must contain the information required under our Bylaws, a copy of which is available upon request to our Corporate Secretary, and also must comply with the SEC’s regulations regarding the inclusion of stockholder proposals in Company-sponsored proxy materials.

Stockholders intending to present a proposal or nominate a director for election at our 2026 Annual Meeting of Stockholders without having the proposal or nomination included in our proxy statement must comply with the requirements set forth in the Bylaws. The Bylaws require, among other things, that the Secretary of the Company receive the proposal or nomination no earlier than the close of business on the 120th day, and no later than the close of business on the 90th day, prior to the first anniversary of the preceding year’s Annual Meeting. Accordingly, for our 2026 Annual Meeting of Stockholders, our Corporate Secretary must receive the proposal or nomination no earlier than February 10, 2026, and no later than the close of business March 12, 2026. However, if we change the date of the 2026 Annual Meeting of Stockholders by more than 30 days before or 30 days after the anniversary of this year’s Annual Meeting, stockholder proposals must be received no later than the close of business on the later of the 90th day prior to the scheduled date of the meeting and the tenth day following the day on which public notice of the meeting was first made. Proposals must contain the information required under the Bylaws, a copy of which is available upon request to our Secretary. If the stockholder does not meet the applicable deadlines or comply with the requirements of SEC Rule 14a-4, we may exercise discretionary voting authority under proxies we solicit to vote, in accordance with our best judgment, on any such proposal.

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding”, provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if you are receiving duplicate copies of these materials and wish to have householding apply, please notify your broker.

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website https://immunome.com and click on “Financials” under the “Investors” heading. Copies of our Annual Report on Form 10-K for the year ended December 31, 2024, including financial statements and scheduled thereto, filed with the SEC, are also available without charge to stockholders by contacting Immunome, Inc. by mail at 18702 N. Creek Parkway, Suite 100, Bothell, WA 98011, Attention Chief Financial Officer.

The Board does not know of any other matters to be brought before the Annual Meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgement. Discretionary authority for them to do so is provided for in the proxy card and other forms of proxy.