Carey Ng
About Carey Ng
Carey Ng, PhD, MBA (age 46), has served as an independent director of Immix Biopharma since November 2019. He is a Managing Director and investment committee member at Mesa Verde Venture Partners, with over fifteen years of biomedical investing and operating experience; he holds a PhD from UCLA and an MBA from UC San Diego . The board classifies him as independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mesa Verde Venture Partners | Managing Director; Investment Committee Member | 2008–present | Leads/oversees portfolio company boards (see External Roles) |
| Abbott | Business Development | Not disclosed | Partnering and transaction experience |
| Various biomedical startups | Operating and investment roles | Not disclosed | Early-stage company building |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Elysium Therapeutics | Director | Private | Mesa Verde portfolio company |
| Satiogen Pharmaceuticals | Director | Acquired by Shire (historical) | Mesa Verde portfolio company |
| Biscayne Neurotherapeutics | Director | Acquired by Supernus (historical) | Mesa Verde portfolio company |
| Paradigm Diagnostics | Director | Acquired by Exact Sciences (historical) | Mesa Verde portfolio company |
| Matrisys Bioscience | Director (Chair of the Board noted for Marquet; Ng listed as director) | Private | Mesa Verde portfolio company |
| Immusoft | Board Observer | Private | Mesa Verde portfolio company |
| Alastin Skincare | Board Observer | Acquired by Galderma (historical) | Mesa Verde portfolio company |
| Retrosense Therapeutics | Board Observer | Acquired by Allergan (historical) | Mesa Verde portfolio company |
| Oncternal Therapeutics (NASDAQ: ONCT) | Board Observer | Public | Mesa Verde-related investment |
Board Governance
- Independence, board structure, and leadership
- Classified as an independent director; 6 of 8 directors are independent . Lead Independent Director is Helen C. Adams (since Sept 2022) .
- Committees and roles
- Audit Committee member (Chair: Helen C. Adams). All members, including Ng, meet Nasdaq financial literacy requirements; Adams is the Audit Committee Financial Expert .
- Not listed as a member of the Compensation Committee (Marquet, Buchan, Hsu) or Nominating & Corporate Governance Committee (Buchan, Marquet, Chudnovksy) .
- Attendance and engagement
- 2024 meeting cadence: Board (4), Audit (3), Compensation (3), Nominating (5) .
- In 2024, no director attended fewer than 75% of aggregate board and applicable committee meetings .
- 8 directors attended the 2024 annual meeting .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 47,500 | Annual retainer/committee fees aggregated; directors reimbursed for reasonable expenses |
| 2023 | 47,500 | Annual retainer/committee fees aggregated |
Performance Compensation
| Grant Date | Instrument | # of Securities | Exercise/Strike | Vesting | Expiration | Reported Grant-Date FV ($) |
|---|---|---|---|---|---|---|
| Jun 11, 2024 | Stock Options | 33,000 | $2.04/share | Monthly over 1 year; fully vested 6/11/2025 | 10 years | 51,726 (2024 director table) |
| Aug 11, 2023 | Stock Options | 20,000 | $1.86/share | Monthly over 1 year; fully vested 8/11/2024 | 10 years | 112,378 (2023 director table) |
| Jul 14, 2022 | Stock Options | 16,000 | $2.64/share | Monthly over 1 year; fully vested 7/14/2023 | 10 years | Not separately itemized (see 2023 table context) |
- Structure observations: Director equity awards are time-based option grants (no performance conditions disclosed); vest monthly over the vesting term; 10-year term; one annual grant practice evident in 2023–2024 .
Other Directorships & Interlocks
| Company | Type | Role/Capacity | Potential Interlock or Commercial Tie |
|---|---|---|---|
| Mesa Verde Venture Partners III, LP | Investment Firm | Managing Director; controls MVVP III voting decisions | MVVP III is a significant IMMX shareholder (see Equity Ownership) |
| Oncternal Therapeutics (ONCT) | Public biotech | Board Observer | Industry network overlap only; no disclosed IMMX commercial tie |
| Multiple Mesa Verde portfolio companies | Private | Director | No IMMX related-party transactions disclosed with these entities since 1/1/2024 (other than Nexcella merger noted below) |
Expertise & Qualifications
- Biomedical and investing background: 15+ years across biotech startups and large biopharma; business development experience at Abbott .
- Education: PhD (UCLA); MBA (UC San Diego) .
- Financial literacy: Meets Nasdaq financial literacy requirements for Audit Committee members .
Equity Ownership
| Metric | Apr 22, 2024 | Apr 22, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 1,071,221 | 1,161,320 |
| Ownership (% of outstanding) | 3.8% | 4.2% |
| Direct shares owned by Carey Ng | 10,000 | 20,000 |
| Indirect (Mesa Verde Venture Partners III, LP) | 1,025,221 | 1,025,221 |
| Options exercisable within 60 days | 32,667 | 116,099 |
| Shares pledged as collateral | None pledged by any directors or officers as of 12/31/2024 (company-wide) | None pledged by any directors or officers as of 12/31/2024 (company-wide) |
| Anti-hedging/pledging policy | Hedging and short sales prohibited; pledging restricted and requires pre-clearance | Hedging and short sales prohibited; pledging restricted and requires pre-clearance |
Related-Party Exposure and Conflicts
- Mesa Verde stake: Ng beneficially owns shares including 1,025,221 held by Mesa Verde Venture Partners III, LP, for which he has voting/dispositive power, creating a potential conflict on matters affecting large shareholders .
- Related-party transaction controls: Company policy requires related-party transactions to be on market terms and approved by a majority of disinterested directors .
- 2024–2025 transactions: Aside from the May 20, 2024 merger of Nexcella into Immix (company issued 989,876 IMMX shares to former Nexcella shareholders and equity awards to former Nexcella plan participants, which included several officers and directors), no other related-party transactions meeting disclosure thresholds since January 1, 2024 were disclosed .
Compensation Structure Analysis (Directors)
| Year | Cash ($) | Equity Grant (Options) | Comments |
|---|---|---|---|
| 2024 | 47,500 | 33,000 options; $51,726 FV; $2.04 strike; 1-year monthly vest; 10-year term | Mix of cash retainer and time-based options aligns director incentives with shareholder value via equity |
| 2023 | 47,500 | 20,000 options; $112,378 FV; $1.86 strike; 1-year monthly vest; 10-year term | Annual option practice evident; larger 2023 grant value due to inputs to FV |
- Plan context: The Amended and Restated 2021 Plan (with 2024/2025 approvals) increased the share reserve and added a 5% annual “evergreen” increase through 2034, which may elevate dilution; the plan also incorporates clawback provisions compliant with SEC rules (primarily applicable to executive officers) .
Director Policies and Attendance
- Board and committees met regularly in 2024 (Board 4; Audit 3; Compensation 3; Nominating 5), and no director fell below 75% attendance; independent directors meet in executive sessions regularly .
Governance Assessment
- Positives
- Independent director with Audit Committee service; meets financial literacy requirements .
- Strong ownership alignment: 4.2% beneficial ownership as of Apr 22, 2025 (including Mesa Verde-held shares under his control) .
- Anti-hedging and no pledging by directors or officers as of year-end 2024; policy restricts pledging and prohibits hedging/short sales .
- Attendance and engagement: No directors under 75% attendance in 2024; robust committee cadence .
- Risks and potential RED FLAGS
- Potential conflict due to large stake held via Mesa Verde VP III (Ng has dispositive/voting power) that could influence governance outcomes. Monitor recusal and related-party oversight rigor on matters affecting major holders .
- Nexcella merger granted equity to former subsidiary holders, including several officers/directors; while strategic, such insider-benefiting transactions warrant scrutiny of process and disinterested approvals .
- Director equity is time-based (no disclosed performance conditions), which aligns with market practice but provides limited explicit pay-for-performance linkage at the director level .
- Process safeguards
- Related-party transaction policy requires disinterested director approval and market terms .
- Compensation Committee uses an independent consultant (FW Cook) and assessed no conflicts (contextual to overall compensation governance) .
Overall, Carey Ng brings investing and biopharma operating expertise, serves on the Audit Committee with satisfactory independence and attendance, and has meaningful equity alignment. The primary governance sensitivity is his control over a large Mesa Verde shareholding, making director independence practices and related-party oversight particularly important in transactions and capital allocation decisions .