UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

___________________________

Immuneering Corporation

245 Main Street

Second Floor

Cambridge, MA 02142

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 14, 202312, 2024

This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended December 31, 20222023 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the Board of Directors (the “Board of Directors” or “Board”) of Immuneering Corporation (the “Company”, “Immuneering”, “we,” “us” or “our”) in connection with our 20232024 annual meeting of stockholders (the “Annual Meeting”). The proxy materials are first being sent on or about May 1, 2023April 23, 2024 to all stockholders entitled to notice of and to vote at the Annual Meeting.

The Annual Meeting will be a completely virtual meeting and will be held via live webcast in order to facilitate stockholder attendance and participation by enabling stockholders to participate and vote electronically from any location. Details regarding how to attend the meeting online are more fully described below.

General information about the Annual Meeting and Voting

The Annual Meeting will be held on Wednesday, June 14, 202312, 2024 at 11:00 a.m. Eastern Time via a live webcast. You may attend and participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/IMRX2023.IMRX2024. The meeting webcast will begin promptly at 11:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your bank or broker holds your shares in street name (as described below), you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date (as defined below). We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page. For any questions on how to attend the Annual Meeting, please contact Michael Bookman at (617) 500-8080 or mbookman@immuneering.com.

The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:

We are not aware of any matters to be voted on at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for

We are excited to use the latest technologywish to provide expanded access, improved communication and cost savings for our stockholders and the Company while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. We believe the virtual meeting format enables increased stockholder attendance and participation because stockholders can participate from any location around the world. We believe that hosting a virtual meeting is in the best interest of the Company and its stockholders.

It means that your shares are held in more than one account at the transfer agent and/or with banks, brokers or other nominees in “street name” as described below. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by completing, signing, dating and returning the enclosed proxy card in the enclosed envelope.

HoldersOnly holders of record of shares of our Class A common stock as of the close of business on April 20, 202318, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were 29,248,65629,653,355 shares of our Class A common stock issued and outstanding and entitled to vote. Each share of our Class A common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

A record holder (also called a “registered holder”) holds shares in his or her name. Shares held in “street name” means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of our capital stock issued and outstanding and entitled to vote, present by remote communication or represented by proxy, constitutes a quorum. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials.

Broker non-votes (as described below) will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

Under current stock market rules that govern broker non-votes, Proposal No. 1 for the election of directors is considered a non-discretionary matter, and a broker does not have the authority to vote uninstructed shares at its discretion

If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present by remote communication or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote electronically. If you are a stockholder of record, there are three ways to vote by proxy:

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 13, 2023.11, 2024. If you vote by completing a proxy card, your mailed proxy card with respect to shares held of record must be received no later than June 11, 2024.

If your shares are held in the name of a bank, broker or other nominee, you will receive instructions on how to vote from the bank, broker or other nominee. You must follow the instructions of such bank, broker or other nominee in order for your shares to be voted.

As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions properly submitted by stockholders during the meeting that are pertinent to the Company and the meeting matters. The Company will endeavor to answer as many questions submitted by stockholders as time permits. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “How Do I Attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

The Board of Directors recommends that you vote:

The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted:

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If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

Representatives of Broadridge Investor Communication Solutions, Inc (“Broadridge”) will tabulate the votes, and representatives of Broadridge will act as inspectors of election.

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. If you are a street name stockholder, you are invited to attend and vote your shares at the Annual Meeting.

Your most recent proxy card or telephone or Internet proxy is the one that is counted.

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Banks, brokers and other nominees will be requested to distribute proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K (“Form 8-K”) that we expect to file with the SEC 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.

If you are the stockholder of record for your shares, please callcontact Mallory Morales at (617) 500-8080.500-8080 or mmorales@immuneering.com. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your bank, broker or other nominee directly.

PROPOSAL 1: ELECTION OF DIRECTORS

Our Certificate of Incorporation as currently in effect (“Certificate of Incorporation”) provides that the number of directors shall be established from time to time by our Board of Directors. Our Board has fixed the number of directors at six,seven, and we currently have sixseven directors serving on the Board.

Our Certificate of Incorporation provides that the Board of Directors be divided into three classes, designated as Class I, Class II and Class III. Each class must consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. Each class of directors must stand for re-election no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board of Directors, provided that the term of each director will continue until the election and qualification of his or her successor and is subject to his or her earlier death, resignation or removal. Generally, vacancies or newly created directorships on the Board of Directors will be filled only by vote of an affirmative vote of the majority of the directors then in office and will not be filled by the stockholders, unless the Board determines by resolution that any such vacancy or newly created directorship will be filled by the stockholders. A director appointed by the Board of Directors to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation or removal.

Our current directors and their respective classes and terms are set forth below.

Mr. FeinbergCarpenter and Ms. KeatingDr. Zeskind have been nominated by the Board of Directors to stand for election. As the directors assigned to Class II,III, Mr. FeinbergCarpenter and Ms. Keating’sDr. Zeskind’s current terms of service will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Mr. FeinbergCarpenter and Ms. KeatingDr. Zeskind will each serve for a term expiring at the annual meeting of stockholders to be held in 20262027 (the “2026“2027 Annual Meeting”) subject to the election and qualification of their respective successor or until their respective earlier death, resignation or removal.

Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board of Directors’ discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board of Directors has no reason to believe that any of the nominees will be unable to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.

The following pages contain certain biographical information for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years.

We believe that all of our directors and nominees: displaynominees display: personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personalities that complement those of our other directors and that help build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The audit committee appoints our independent registered public accounting firm. In this regard, the audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. RSM US LLP (“RSM”) has served as our independent registered public accounting firm since 2020. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed RSM to serve as our independent registered public accounting firm for the year ending December 31, 2023.2024.

Although ratification is not required, the Board of Directors is submitting the selection of RSM to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and it is a good corporate governance practice. If our stockholders do not ratify the selection, it will be considered as notice to the Board of Directors and the audit committee to consider the selection of a different firm. Even if the selection is ratified, the audit committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our Company and our stockholders.

Representatives of RSM are expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

The following is a summary and description of fees incurred by RSM for the fiscal years ended December 31, 20222023 and 2021:2022:

_____________

The formal written charter for our audit committee requires that the audit committee or the Chair of the audit committee pre-approve all audit services to be provided to us, whether provided by our principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to us by our independent registered public accounting firm, other than de minimis non-audit services approved in accordance with applicable rules of the U.S. Securities and Exchange Commission (“SEC”).

The audit committee has adopted a pre-approval policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. This pre-approval policy generally provides that the audit committee will not engage an independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the audit committee or (ii) entered into pursuant to the pre-approval policies and procedures described in the pre-approval policy. Unless a type of service to be provided by our independent registered public

The audit committee periodically reviews and generally pre-approves services (and annually approves related fee levels or budgeted amounts) that may be provided by our independent registered public accounting firm without first obtaining specific pre-approval from the audit committee. The audit committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. Any member of the audit committee to whom the committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the audit committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the audit committee requires pre-approval for such additional services or such additional amounts.

Our pre-approval policy became effective in connection with our IPO in July 2021. The above-described services provided to us by RSM after July 2021 were provided in accordance with our pre-approval policies and procedures.

The audit committee operates pursuant to a charter which is reviewed annually by the audit committee. Additionally, a brief description of the primary responsibilities of the audit committee is included in this Proxy Statement under the discussion of “Corporate Governance — Audit Committee.” Under the audit committee charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the audit committee reviewed and discussed with management and RSM US LLP, as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended December 31, 2022.2023. The audit committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission. In addition, the audit committee received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB, regarding such independent registered public accounting firm’s communications with the audit committee concerning independence, and discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the audit committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 filed with the SEC.

Laurie B. Keating

EXECUTIVE OFFICERS

The table below identifies and sets forth certain biographical and other information regarding our executive officers. There are no family relationships among any of our executive officers or directors.

(“Gilead”), a biopharmaceutical company, from October 2020 to May 2021, where she oversaw the integration of the research and development organization of Immunomedics, Inc. (“Immunomedics”) following its acquisition by Gilead in October 2020. From April 2018 to October 2020, she served as Director and Assistant Controller at Immunomedics, an antibody drug conjugate company, where she oversaw the annual operating budget, forecasting and business planning. From May 2014 to April 2018, Ms. Morales held roles of increasing seniority at L’Oréal S.A. (“L’Oréal”), a personal care company, most recently as Director of Finance and Global Brand Controller of the L’Oreal Professional Products Division, where she oversaw and managed all financial and accounting functions. Ms. Morales is a CPA and began her career as an auditor for Pricewaterhouse Coopers. She earned her B.S. in Accounting and Business with honors from the State University of New York at Albany.

CORPORATE GOVERNANCE

Our Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of Chair of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company and our stockholders. If the Chair of the Board of Directors is a member of management or does not otherwise qualify as independent, our Corporate Governance Guidelines allow for the appointment by the independent directors of a lead independent director. The lead independent director’s responsibilities include, but are not limited to: presiding over all meetings of the Board of Directors at which the Chair of the Board of Directors is not present, including any executive sessions of the independent directors; approving Board meeting schedules and agendas; and acting as the liaison between the independent directors and the Chief Executive Officer and Chair of the Board. Our Corporate Governance Guidelines provide that, at such times as the Chair of the Board of Directors qualifies as independent, the Chair of the Board will serve as lead independent director.

The positions of our Chair of the Board and our Chief Executive Officer and President currently are served by two separate persons. Mr. CarpenterMs. Berman serves as our Chairmanthe Chair of our Board of Directors, and Dr. Zeskind serves as our Chief Executive Officer and President.

The Board of Directors believes our current leadership structure of Dr. Zeskind serving as Chief Executive Officer and Mr. Carpenter,Ms. Berman, who qualifies as independent, serving as Chair of the Board is in the best interests of our Company and our stockholders and strikes the appropriate balance so as to allow Dr. Zeskind to focus on the strategic direction, day-to day-leadership and performance of our Company, while Mr. CarpenterMs. Berman presides over Board of DirectorsDirectors’ meetings, provides oversight of our corporate governance and leverages hisher extensive life sciencesbusiness and risk management experience to provide guidance to Dr. Zeskind. We recognize that different leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. Accordingly, the Board of Directors will continue to periodically review our leadership structure and make such changes in the future as it deems appropriate and in the best interests of our Company and our stockholders.

Under our Corporate Governance Guidelines and the Nasdaq Stock Market listing rules (the “Nasdaq rules”), a director is not independent unless the Board of Directors affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries.subsidiaries that would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director. In addition, thea director must meet the bright-line and other tests for independence set forth by the Nasdaq rules.rules including (if applicable) those related to committee service, as well as satisfy additional independence criteria set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for audit and compensation committee service.

Our Board of Directors has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations,

Our Board of Directors has established three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and the responsibilities described below. In addition, from time to time, special committees may be established under the direction of our Board of Directors when necessary to address specific issues. Each of the audit committee, the compensation committee and the nominating and corporate governance committee operates pursuant to a written charter.

Our audit committee is responsible for, among other things:

Our audit committee currently consists of Ann E. Berman, Robert J. CarpenterPeter Feinberg and Laurie B. Keating, with Ms. Berman serving as chair.

All members of our audit committee meet the requirements for financial literacy under the applicable Nasdaq rules and regulations. Our Board of Directors has affirmatively determined that each member of our audit committee qualifies as “independent” under Nasdaq’s heightened standards and Rule 10A-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), applicable to audit committee members, and that Ms. Berman, Mr. Feinberg and Ms. Keating each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our compensation committee is responsible for, among other things:

Our compensation committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time as further described in its charter. Our compensation committee may also delegate to one or more of our executive officers the authority to grant equity awards to certain employees, as further described in its charter and subject to the terms of our equity plans and any such delegation.

Our compensation committee currently consists of Robert J. Carpenter, Diana F. Hausman, M.D. and Laurie B. Keating, with Ms. Keating serving as chair. Our Board of Directors has determined that each member of our compensation committee qualifies as “independent” under Nasdaq’s heightened standards applicable to compensation committee members and as a “non-employee director” as defined in Section 16b-3 of the Exchange Act.

Our Chief Executive Officer makes recommendations to the compensation committee regarding the compensation of our executive officers. The compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities.

Before selecting any such consultant, counsel or advisor, the compensation committee reviews and considers the independence of such consultant, counsel or advisor in accordance with applicable Nasdaq rules. We must provide appropriate funding for payment of reasonable compensation to any advisor retained by the compensation committee.

In accordance with its authority to retain consultants and advisors described above, the compensation committee has engaged Radford, an Aon Company (“Radford”), to provide executive and director compensation consulting services to the compensation committee. In 2022,2023, Radford provided services to the compensation committee, which included providing information and data on current trends and developments in executive and director compensation, analyzing benchmarking data and evaluating our peer group composition. The compensation committee evaluated whether any of the work performed by Radford during 20222023 raised any conflict of interest and determined that it did not.

Our nominating and corporate governance committee is responsible for, among other things:

The members of ourOur nominating and corporate governance committee arecurrently consists of Ann E. Berman, Peter Feinberg, and Diana F. Hausman, M.D. and Ann E. Berman. Diana F., with Dr. Hausman M.D. servesserving as the chairperson of the committee.chair. Our Board of Directors has determined that Diana F.each of Ms. Berman, Mr. Feinberg, and Dr. Hausman M.D. and Ann E. Berman qualifyqualifies as independent under the applicable Nasdaq rules.

During the year ended December 31, 2022,2023, our Board of Directors met fivefour times, the audit committee met fourfive times, the compensation committee met four times, and the nominating and corporate governance committee met twice. Each of the incumbent directors attended at least 75% of the total of the meetings of the Board of directors and the committees on which he or she served as a member during the year ended December 31, 2022.2023.

Executive sessions, which are meetings of the non-management members of the Board of Directors, are regularly scheduled throughout the year. In addition, at least twice a year, the independent directors meet in a private session that excludes management and any non-independent directors. At each of these meetings, the non-management and independent directors in attendance, as applicable, determine which member will preside at such session.

We do not have a formal policy regarding the attendance of members of our Board of Directors at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders. All of our then-incumbent directors attended our 20222023 annual meeting of stockholders.

The nominating and corporate governance committee is responsible for recommending candidates to serve on our Board of Directors and its committees. In considering whether to recommend any particular candidate to serve on the Board of Directors or its committees or for inclusion in the Board’s slate of recommended director nominees for election at an annual meeting of stockholders, the nominating and corporate governance committee considers the criteria set forth in our Corporate Governance Guidelines. Specifically, the nominating and corporate governance committee may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; relevant social policy concerns; experience relevant to our industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of our operations; diversity of expertise and experience in substantive matters pertaining to our business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. In determining whether to

Candidates for director are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of shareholders. In conducting this assessment, the Nominating and Corporate Governance Committee shall consider the individual’s independence, experience, skills, background, and diversity, including with respect to race, age and gender, along with 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 capabilities. When conducting searches for new directors, the Nominating and Corporate Governance Committee will take reasonable steps to include diverse candidates in the pool of nominees and any search firm will affirmatively be instructed to seek to include diverse candidates.

In identifying prospective director candidates, the nominating and corporate governance committee may seek referrals from other members of the Board of Directors, management, stockholders and other sources, including third party recommendations. The nominating and corporate governance committee also may, but need not, retain a search firm in

Each of the director nominees proposed to be elected at the Annual Meeting was recommended by our Chair of the Board (and, in the case of Mr. Carpenter, also by our President and Chief Executive Officer, and Chairman of the BoardOfficer), and evaluated in accordance with our standard review process for director candidates in connection with their initial appointment and their nomination for election at the Annual Meeting. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the experience described in each of the member’s biographical information set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the Board of Directors’ nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the Annual Meeting.

The nominating and corporate governance committee will consider director candidates recommended by stockholders. The nominating and corporate governance committee will review and evaluate information available to it regarding candidates proposed by stockholders and such candidates will be considered and evaluated underapply the same criteria described above. Any recommendation submitted to us should beand follow substantially the same process in writing and should include any supporting material the stockholder considers appropriateconsidering them as it does in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected and must otherwise comply with the requirements under our Amended and Restated Bylaws (“Bylaws”) for stockholders to recommendconsidering other director nominees.candidates. Stockholders wishing to propose a candidate for consideration may do so by submitting the above informationtheir recommendation to the attention of our Secretary at Immuneering Corporation, 245 Main Street, Second Floor, Cambridge, MA 02142. All recommendations for nominations received by our Secretary that satisfy our Bylaws requirements relating to such director nominations will be presented to the nominating and corporate governance committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These timing requirements are also described under the caption “Stockholder Proposals and Director Nominations.”

We intend to disclose on our website any amendment to, or waiver from, a provision of our Code of Conduct that applies to directors and executive officers and that is required to be disclosed pursuant to the rules of the SEC and the Nasdaq rules.

Our Board of Directors has adopted an Insider Trading Compliance Policy and Procedures, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, whether such securities were granted as compensation or are otherwise held, directly or indirectly.

Any stockholder or any other interested party who desires to communicate with our Board of Directors, our non-management directors or any specified individual director, may do so by directing such correspondence to the attention of our Secretary at Immuneering Corporation, 245 Main Street, Second Floor, Cambridge, MA 02142. Our Secretary will forward the communication to the appropriate director or directors.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

This section discusses the material components of the executive compensation program for our executive officers who are named in the 20222023 Summary Compensation Table below. In 2022,2023, our “named executive officers” and their positions were:

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Our executive compensation program is designed to align compensation with business objectives and the creation of stockholder value, while also enabling us to attract, motivate and retain individuals who contribute to our long-term success. For 2022,2023, the compensation of our named executive officers primarily consisted of a base salary, an annual cash incentive bonus opportunity, equity compensation in the form of stock options and health and welfare benefits. Pursuant to their employment agreements, the named executive officers are also eligible to receive certain payments and benefits upon a termination of employment under certain circumstances.

Our named executive officers receive a base salary to compensate them for services rendered to the Company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Annual base salaries are reviewed periodically by the compensation committee and the Board of Directors. Effective January 1, 2022,2023, the compensation committee approved an increase in the base salary for Dr. Zeskind from $551,000 to $570,285 and for Dr.Hall from $630,000 to $652,050. Dr. Barrett’s base salary remained unchanged from his 2021 base salary of $504,000.

Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, including our named executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executive officers with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executive officers 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, our Compensation Committeecompensation committee periodically reviews the equity incentive compensation of our executives, including 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 to each executive officer and employee upon the individual’s commencement of employment and make additional grants of stock option awards on an annual basis for retention purposes. Each option has an exercise price equal tono less than the fair market value of our common stock on the date of grant.grant, as determined under our 2021 Incentive Award Plan, which we refer to as the 2021 Plan. During the fiscal year ended December 31, 2022,2023, we granted stock options to each of our named executive officers, as shown in more detail in the “Outstanding Equity Awards at Fiscal Year End” table below.

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The 401(k) plan allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. For 2022,2023, we matched contributions made by participants in the 401(k) plan up to four percent of a participant’s eligible compensation. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans on the same terms.

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Executive compensation arrangements

We entered into an employment agreement with Dr. Zeskind on July 23, 2021, pursuant to which we employ Dr. Zeskind as our President and Chief Executive Officer. The employment agreement has an indefinite term.

The employment agreement provides for an initial annual base salary of $551,000, which was most recently increased to $570,285$616,820 effective January 1, 2022,2024, and for a target annual performance bonus equal to 50% of Dr. Zeskind’s annual base salary to be based on the attainment of predetermined performance objectives determined by our Board of Directors.

If we terminate Dr. Zeskind’s employment without “cause”, or he resigns for “good reason” other than in connection with a change in control of the Company, subject to his execution and non-revocation of a separation agreement and release in favor of our Company and compliance with restrictive covenants contained therein, Dr. Zeskind will be entitled to receive the following termination payments: (i) continued payment of base salary for twelve months, (ii) any unpaid bonus earned for the year prior to the year of termination, and (iii) direct payment of or reimbursement for COBRA premiums, less the amount Dr. Zeskind would have paid for coverage as an active employee, for up to 12 months. If such a qualifying termination occurs on or within 12 months following the date of a change in control of the Company or during the 3-month period prior to the date of a change in control of the Company, subject to his execution and non-revocation of a separation

Dr. Zeskind is also party to a restrictive covenant agreements,agreement, pursuant to which he has agreed to refrain from competing with us or soliciting our customers or employees during his employment and for one year following termination of his employment and from disclosing our proprietary information during or at any time following his employment.

We entered into an employment agreement with Dr. Hall on July 23, 2021, pursuant to which we employ Dr. Hall as our Chief Scientific Officer. The employment agreement has an indefinite term.

The employment agreement for Dr. Hall provides for an initial annual base salary of $630,000, which was most recently increased to $652,050$705,257 effective January 1, 2022,2024, and a target annual performance bonus equal to 30% of his base salary based on the attainment of predetermined individual and company performance objectives determined by our Board of Directors.

In the event we terminate Dr. Hall’s employment without “cause” or he resigns for “good reason” (as such terms are defined in the employment agreement), subject to his execution and non-revocation of a separation agreement and release with the Company and compliance with restrictive covenants contained therein, Dr. Hall will be entitled to receive (i) continued payment of base salary for 12 months, (ii) any unpaid bonus earned for the year prior to the year of termination, and (iii) direct payment of or reimbursement for COBRA premiums, less the amount Dr. Hall would have paid for coverage as an active employee, for up to 12 months. If such a qualifying termination occurs on or within 12 months following the date of a change in control of the Company, subject to the execution and non-revocation of a separation agreement and release with the Company and compliance with restrictive covenants contained therein, Dr. Hall will be entitled to receive, in lieu of the payments and benefits described above, (a) continued payment of Dr. Hall’s base salary for 12 months, (b) any unpaid bonus earned for the year prior to the year of termination, (c) a payment equal to 1.0 times Dr. Hall’s target annual bonus for the year of termination, (d) direct payment of or reimbursement for COBRA premiums, less the amount Dr. Hall would have paid for coverage as an active employee, for up to 12 months and (d) all unvested equity or equity-based awards that vest solely based on Dr. Hall’s continued employment or service with the Company will accelerate and vest in full.

Dr. Hall is party to a restrictive covenant agreements,agreement, pursuant to which he has agreed to refrain from soliciting our customers or employees during his employment and from disclosing our proprietary information during or at any time following his employment.

We entered into an employment agreement with Dr. BarrettMr. Brakewood on July 23, 2021,March 24, 2023, pursuant to which we employ Dr. BarrettMr. Brakewood as our Chief MedicalBusiness Officer. The employment agreement has an indefinite term.

The employment agreement for Dr. BarrettMr. Brakewood provides for an initial annual base salary of $504,000,$425,000, which was increased to $442,000 effective January 1, 2024, and a target annual performance bonus equal to 20% of his base salary, which in February 2022 was increased to 25%40% of his base salary based on the attainment of predetermined individual and company performance objectives determined by our Board of Directors.Directors, and the grant of an option to purchase 165,000 shares of our Class A common stock under our 2021 Plan, which was granted in March 2023.

In the event we terminate Dr. Barrett’sMr. Brakewood’s employment without “cause” or he resigns for “good reason” (as such terms are defined in the employment agreement), subject to his execution and non-revocation of a separation agreement and release with the Company and compliance with restrictive covenants contained therein, Dr. BarrettMr. Brakewood will be entitled to receive (i) continued payment of base salary for 12 months, (ii) any unpaid bonus earned for the year prior to the year of termination, and (iii) direct payment of or reimbursement for COBRA premiums, less the amount Dr. BarrettMr. Brakewood would have paid for coverage as an active employee, for up to 12 months. If such a qualifying termination occurs on or within 12 months following the date of a change in control of the Company, subject to the execution and non-revocation of a separation agreement and release with the Company and compliance with restrictive covenants contained therein, Dr. BarrettMr. Brakewood will be entitled to receive, in lieu of the payments and benefits described above, (a) continued payment of Dr. Barrett’sMr. Brakewood’s base salary for 12 months, (b) any unpaid bonus earned for the year prior to the year of termination, (c) a payment equal to 1.0 times Dr. Barrett’sMr. Brakewood’s target annual bonus for the year of termination, (d) direct payment of or

Dr. BarrettMr. Brakewood is party to a restrictive covenant agreements,agreement, pursuant to which he has agreed to refrain from competing with us or soliciting our customers or employees during his employment and for one year following termination of his employment and from disclosing our proprietary information during or at any time following his employment.

We maintain a compensation program for our non-employee directors under which each non-employee director receives compensation for their services on our Board of Directors. The program is periodically reviewed by our compensation committee and our Board of Directors and for 20222023 provided for payments of the following amounts:

Dr. Zeskind, our President and Chief Executive Officer, serves on our Board of Directors but does not receive additional compensation for his service as a director. Refer to the discussion of named executive officer compensation elsewhere in this section for information regarding Dr. Zeskind’s 20222023 compensation.

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The table below shows the aggregate numbers of option awards and unvested stock awards held as of December 31, 20222023 by each non-employee director who served on our Board of Directors in 2022.2023.

The following table provides information on our equity compensation plans as of December 31, 2022.2023.

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STOCK OWNERSHIP

The following table sets forth information relating to the beneficial ownership of our common stock as of April 20, 2023,18, 2024, by: (i) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of Class A common stock; (ii) each of our directors; (iii) each of our named executive officers for 2023;2024; and (iv) all directors and executive officers as a group.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, subject to any applicable community property laws.

The percentage of shares beneficially owned is computed on the basis of 29,248,65629,653,355 shares of our Class A common stock outstanding as of April 20, 2023.18, 2024. Shares of our Class A common stock that a person has the right to acquire within 60 days of April 20, 202318, 2024 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Immuneering Corporation, 245 Main Street, Second Floor, Cambridge MA 02142.

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CERTAIN TRANSACTIONS WITH RELATED PERSONS

Our Board of Directors recognizes that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board of Directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock listed on the Nasdaq Stock Market. Our related person transaction policy requires that the audit committee approve or ratify related person transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K (which, for so long as the Company is a smaller reporting company, are transactions in which we were or are to be a participant and the amount involved exceeds the lesser of (i) $120,000 or (2) one percent of the average of our total assets at fiscal year-end for the last two completed fiscal years, and in which any “related person” as defined under Item 404(a) of Regulation S-K had or will have a direct or indirect material interest). It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest. Each of the transactions described below entered into following the adoption of our related person transaction policy was approved in accordance with such policy.

We entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer (and in certain cases their related venture

On August 3, 2021,April 20, 2023, we completed our IPOan underwritten registered public offering in which we issued and sold an aggregate of 8,625,0002,727,273 shares of our Class A common stock at a public offering price of $15.00$11.00 per share. The following table sets forth the aggregate number of shares of our Class A common stock acquired by holders of more than 5% of our Class A common stock and certain of our executive officers and directors and their affiliated entities in the IPO.such offering.

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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our annual meeting of stockholders to be held in 20242025 (the “2024“2025 Annual Meeting”) pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Secretary at our offices at 245 Main Street, Second Floor, Cambridge, MA 02142 in writing not later than January 2,December 24, 2024.

Stockholders intending to present a proposal at our 20242025 Annual Meeting, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Secretary receive written notice from a stockholder of record of their intent to present such a proposal or nomination not earlier than the 120th day and not later than the 90th day prior to the anniversary of the preceding year’s annual meeting of stockholders. Therefore, we must receive notice of such a proposal or nomination for the 20242025 Annual Meeting no earlier than February 15, 202412, 2025 and no later than March 16, 2024.14, 2025. The notice must contain the information required by our Bylaws. In the event that the date of the 20242025 Annual Meeting is more than 30 days before or more than 60 days after June 14, 2024,12, 2025, then our Secretary must receive such written notice not earlier than the close of business on the 120th day prior to the 20242025 Annual Meeting and not later than the close of business of the 90th day prior to the 20242025 Annual Meeting or, if later, the close of business of the 10th day following the day on which public disclosure of the date of such meeting is first made by us. SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline and, in certain other cases notwithstanding the stockholder’s compliance with this deadline.

In addition to satisfying the foregoing requirements under our bylaws, stockholders who intend to solicit proxies in support of director nominees other than our nominees for the 20242025 Annual Meeting must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.

In connection with our solicitation of proxies for our 20242025 Annual Meeting, we intend to file a proxy statement and WHITE proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.

We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

HOUSEHOLDING OF PROXY MATERIALS

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 and helps the environment by conserving natural resources. Some brokers also 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. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If your household received a single Notice of the Annual Meeting of Stockholders or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact the Broadridge Householding Department, by calling their toll-free number, 1-866-540-7095 or by writing to: Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. You will be removed from the householding program within 30 days of receipt of your instructions at which time you will then be sent separate copies of the documents.

20222023 ANNUAL REPORT