| Related party disclosures |
23.Related party disclosures Key management personnel have been defined as the members of the Executive Committee of Immatics N.V. Compensation of key management personnel consists of the following:
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Year ended December 31, |
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2025 |
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2024 |
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2023 |
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(Euros in thousands) |
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Fixed |
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4,310 |
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3,848 |
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3,611 |
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Variable |
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1,803 |
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1,733 |
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|
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1,818 |
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Share-based compensation expenses |
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7,474 |
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9,002 |
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14,033 |
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Total * |
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13,587 |
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14,583 |
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19,462 |
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*including the compensation of (former) key personnel for the period of their services during the year ended December 31, 2025 Fixed and variable key management compensation represents short-term employee benefits. For the year ended December 31, 2025, the Group entered into a commitment of a termination benefit of €0.3 million to key management personnel. The non-executive members of the Board of the Group received a fixed fee. Total compensation for the non-executive members of the Board amounted to €2.5 million in 2025:
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(Euros in thousands) |
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Peter
Chambré |
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Michael G.
Atieh |
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Paul
Carter |
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Heather L.
Mason |
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Adam
Stone |
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Mathias
Hothum |
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Eliot
Forster |
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Alise
Reicin |
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Total |
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Board compensation |
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90 |
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|
70 |
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|
65 |
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|
|
50 |
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|
|
50 |
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|
|
50 |
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|
|
50 |
|
|
|
50 |
|
|
|
475 |
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Share-based compensation expenses |
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|
239 |
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|
239 |
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|
|
239 |
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|
239 |
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|
|
239 |
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|
|
236 |
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|
|
239 |
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|
|
307 |
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1,977 |
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Total |
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|
329 |
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|
309 |
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|
304 |
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|
|
289 |
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|
289 |
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|
286 |
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|
289 |
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|
357 |
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2,452 |
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Total compensation for the non-executive members of the Board amounted to €2.6 million in 2024:
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(Euros in thousands) |
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Peter
Chambré |
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Michael G.
Atieh |
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Paul
Carter |
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Heather L.
Mason |
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Adam
Stone |
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Mathias
Hothum |
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Eliot
Forster |
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Alise
Reicin |
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Total |
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Board compensation |
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85 |
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|
68 |
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|
63 |
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|
|
48 |
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|
48 |
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|
48 |
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|
48 |
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21 |
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|
429 |
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Share-based compensation expenses |
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|
285 |
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|
|
285 |
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|
|
285 |
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|
|
285 |
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|
|
285 |
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|
|
269 |
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|
|
287 |
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|
|
211 |
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|
|
2,192 |
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Total |
|
|
370 |
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|
|
353 |
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|
|
348 |
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|
|
333 |
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|
|
333 |
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|
|
317 |
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|
335 |
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|
232 |
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2,621 |
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Total compensation for the non-executive members of the Board amounted to €1.7 million in 2023:
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(Euros in thousands) |
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Peter
Chambré |
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Michael G.
Atieh |
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Paul
Carter |
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Heather L.
Mason |
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Adam
Stone |
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Mathias
Hothum |
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Eliot
Forster |
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Total |
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Board compensation |
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80 |
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|
60 |
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|
56 |
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|
43 |
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|
43 |
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23 |
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|
43 |
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|
348 |
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Share-based compensation
expenses |
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|
203 |
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|
203 |
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|
|
203 |
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|
|
203 |
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|
|
203 |
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|
|
97 |
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|
|
206 |
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|
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1,318 |
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Total |
|
|
283 |
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|
|
263 |
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|
|
259 |
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|
|
246 |
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|
|
246 |
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|
120 |
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|
|
249 |
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1,666 |
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Prior to the ARYA Merger, Immatics N.V. established the 2020 Incentive Plan. Immatics N.V. granted certain service-based options out of the 2020 Incentive Plan to its management and directors and, in addition, performance-based options to its management upon closing of the ARYA Merger. This plan was complemented by the Company’s 2022 stock option and incentive plan (“2022 Equity Plan”) which was approved by the Immatics shareholders at the Annual General Meeting on June 13, 2022. At the Annual General Meeting on June 20, 2024, Immatics shareholders approved the Company’s 2024 stock option and incentive plan (“2024 Equity Plan”). At the Annual General Meeting on June 18, 2025, Immatics shareholders approved the Company’s 2025 stock option and incentive plan (“2025 Equity Plan”). The Equity Plans allow the company to grant additional options. Under the 2020 Equity Plan, the 2022 Equity Plan, the 2024 Equity Plan and the 2025 Equity Plan, Immatics issues employee stock options with a service requirement (“Service Options”) to acquire shares of Immatics N.V. The service-based options for employees including management will vest on a four-year time-based quarterly vesting schedule with a one-year cliff period. Under the 2022 Equity Plan and the 2024 Equity Plan, service options granted based on initial election to the Board will vest on a three-year time-based quarterly vesting schedule and annual service options for members of the Board will vest entirely after one year. Service Options are granted on a recurring basis. The Company granted Service Options, which were accounted for using the respective grant date fair value. The performance-based options will vest based both on achievement of certain market capitalization milestones and satisfaction of a four-year time-based vesting schedule, which provides for 25% vesting on the first anniversary of the vesting commencement date and quarterly vesting thereafter. The following options were granted to Immatics’ Directors:
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Type of options |
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Grant date |
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Number of
Options |
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Strike
Price in
USD |
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Expiration date |
Executive Director |
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Harpreet Singh |
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Performance-based options |
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June 30, 2020 |
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1,598,000 |
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10.00 |
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June 30, 2030 |
Harpreet Singh |
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Service options |
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June 30, 2020 |
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168,000 |
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10.00 |
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June 30, 2030 |
Harpreet Singh |
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Matching Stock options |
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June 30, 2020 |
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264,624 |
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10.00 |
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June 30, 2030 |
Harpreet Singh |
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Converted Stock options |
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June 30, 2020 |
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30,939 |
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1.06 |
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July 1, 2027 |
Harpreet Singh |
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Converted Stock options |
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June 30, 2020 |
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145,371 |
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1.17 |
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January 1, 2028 |
Harpreet Singh |
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Service options |
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December 17, 2020 |
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168,000 |
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9.70 |
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December 17, 2030 |
Harpreet Singh |
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Service options |
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December 9, 2021 |
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168,000 |
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11.00 |
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December 9, 2031 |
Harpreet Singh |
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Service options |
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June 14, 2022 |
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135,000 |
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7.94 |
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June 14, 2032 |
Harpreet Singh |
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Service options |
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December 13, 2022 |
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388,000 |
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9.75 |
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December 13, 2032 |
Harpreet Singh |
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Service options |
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December 5, 2023 |
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390,000 |
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9.06 |
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December 5, 2033 |
Harpreet Singh |
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Service options |
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December 3, 2024 |
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300,000 |
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8.06 |
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December 3, 2034 |
Non-executive Directors |
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Peter Chambré |
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Matching Stock options |
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June 30, 2020 |
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211,974 |
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10.00 |
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June 30, 2030 |
Peter Chambré |
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Service options |
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June 30, 2020 |
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25,000 |
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10.00 |
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June 30, 2030 |
Peter Chambré |
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Service options |
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December 9, 2021 |
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15,000 |
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11.00 |
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December 9, 2031 |
Peter Chambré |
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Service options |
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June 14, 2022 |
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25,000 |
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7.94 |
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June 14, 2032 |
Peter Chambré |
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Service options |
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June 27, 2023 |
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25,000 |
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11.41 |
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June 27, 2033 |
Peter Chambré |
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Service options |
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June 25, 2024 |
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40,000 |
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12.00 |
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June 25, 2034 |
Peter Chambré |
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Service options |
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June 24, 2025 |
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41,500 |
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5.44 |
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June 24, 2035 |
Adam Stone |
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Service options |
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June 30, 2020 |
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25,000 |
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10.00 |
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June 30, 2030 |
Adam Stone |
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Service options |
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December 9, 2021 |
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15,000 |
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11.00 |
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December 9, 2031 |
Adam Stone |
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Service options |
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June 14, 2022 |
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25,000 |
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7.94 |
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June 14, 2032 |
Adam Stone |
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Service options |
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June 27, 2023 |
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25,000 |
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11.41 |
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June 27, 2033 |
Adam Stone |
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Service options |
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June 25, 2024 |
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40,000 |
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12.00 |
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June 25, 2034 |
Adam Stone |
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Service options |
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June 24, 2025 |
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41,500 |
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5.44 |
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June 24, 2035 |
Heather L. Mason |
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Service options |
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June 30, 2020 |
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25,000 |
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10.00 |
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June 30, 2030 |
Heather L. Mason |
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Service options |
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December 9, 2021 |
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15,000 |
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11.00 |
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December 9, 2031 |
Heather L. Mason |
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Service options |
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June 14, 2022 |
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25,000 |
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7.94 |
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June 14, 2032 |
Heather L. Mason |
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Service options |
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June 27, 2023 |
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25,000 |
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11.41 |
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June 27, 2033 |
Heather L. Mason |
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Service options |
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June 25, 2024 |
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40,000 |
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12.00 |
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June 25, 2034 |
Heather L. Mason |
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Service options |
|
June 24, 2025 |
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41,500 |
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|
5.44 |
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June 24, 2035 |
Michael G. Atieh |
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Service options |
|
June 30, 2020 |
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25,000 |
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|
|
10.00 |
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June 30, 2030 |
Michael G. Atieh |
|
Service options |
|
December 9, 2021 |
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|
15,000 |
|
|
|
11.00 |
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December 9, 2031 |
Michael G. Atieh |
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Service options |
|
June 14, 2022 |
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25,000 |
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|
|
7.94 |
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June 14, 2032 |
Michael G. Atieh |
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Service options |
|
June 27, 2023 |
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25,000 |
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|
11.41 |
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June 27, 2033 |
Michael G. Atieh |
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Service options |
|
June 25, 2024 |
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40,000 |
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|
12.00 |
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June 25, 2034 |
Michael G. Atieh |
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Service options |
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June 24, 2025 |
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41,500 |
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|
5.44 |
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June 24, 2035 |
Paul Carter |
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Service options |
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June 30, 2020 |
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25,000 |
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10.00 |
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June 30, 2030 |
Paul Carter |
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Service options |
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December 9, 2021 |
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15,000 |
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|
11.00 |
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December 9, 2031 |
Paul Carter |
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Service options |
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June 14, 2022 |
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25,000 |
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|
7.94 |
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June 14, 2032 |
Paul Carter |
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Service options |
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June 27, 2023 |
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25,000 |
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|
11.41 |
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June 27, 2033 |
Paul Carter |
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Service options |
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June 25, 2024 |
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40,000 |
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|
12.00 |
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June 25, 2034 |
Paul Carter |
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Service options |
|
June 24, 2025 |
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41,500 |
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|
5.44 |
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June 24, 2035 |
Eliot Forster |
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Service options |
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September 14, 2020 |
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25,000 |
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|
9.16 |
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September 13, 2030 |
Eliot Forster |
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Service options |
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December 9, 2021 |
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|
15,000 |
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|
11.00 |
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December 9, 2031 |
Eliot Forster |
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Service options |
|
June 14, 2022 |
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25,000 |
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|
7.94 |
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June 14, 2032 |
Eliot Forster |
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Service options |
|
June 27, 2023 |
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25,000 |
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|
11.41 |
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June 27, 2033 |
Eliot Forster |
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Service options |
|
June 25, 2024 |
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40,000 |
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|
|
12.00 |
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June 25, 2034 |
Eliot Forster |
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Service options |
|
June 24, 2025 |
|
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41,500 |
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|
|
5.44 |
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June 24, 2035 |
Mathias Hothum |
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Service options |
|
June 27, 2023 |
|
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25,000 |
|
|
|
11.41 |
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June 27, 2033 |
Mathias Hothum |
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Service options |
|
June 25, 2024 |
|
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40,000 |
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|
|
12.00 |
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June 25, 2034 |
Mathias Hothum |
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Service options |
|
June 24, 2025 |
|
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41,500 |
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|
|
5.44 |
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June 24, 2035 |
Alise Reicin |
|
Service options |
|
July 29, 2024 |
|
|
60,000 |
|
|
|
12.08 |
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June 29, 2034 |
Alise Reicin |
|
Service options |
|
June 24, 2025 |
|
|
41,500 |
|
|
|
5.44 |
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June 24, 2035 |
In 2025, an additional aggregate of 561,000 service options to purchase ordinary shares, were granted to other Immatics’ key management personnel who are members of the Executive Committee but not Directors. Certain key management personnel were also participants in the share-based compensation plans of Immatics GmbH (2010 Plan and 2016 Plan). Until December 31, 2025, no options granted to directors and executive officers were forfeited or exercised. Refer to section “11. Share-based payments” regarding further details of the Group’s share-based compensation. There are no outstanding balances, including commitments, other than the above mentioned with related parties. The Group did not enter into transactions with related parties in 2025, 2024 and 2023 other than the mentioned compensation contracts.
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