Gabriel Morris
About Gabriel Morris
Gabriel Morris, age 39, is Chief Financial Officer and a Director of Immix Biopharma since March 2021. He previously served as interim CFO of Zap Surgical Systems (2019–2020), led cross‑border M&A at Goldman Sachs and other global investment banks (2008–2018, >$50B transactions), co‑founded two companies, and earned a B.A. in economics from Columbia University; he attended the Icahn School of Medicine at Mount Sinai Humanities and Medicine program and published experimental research in peer‑reviewed journals . Under his tenure, Immix met all disclosed 2024 operating milestones tied to executive bonuses (clinical dosing, tech transfer, manufacturing, capital raising/hiring), supporting a 50% of base salary cash bonus payout . Company performance context (annual, USD, S&P Global): EBITDA was -$8.22M (FY22), -$16.14M (FY23), and -$22.64M (FY24); Net Income was -$8.23M (FY22), -$15.43M (FY23), and -$21.61M (FY24).
| Metric (USD Millions) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA | -$8.22* | -$16.14* | -$22.64* |
| Net Income | -$8.23* | -$15.43* | -$21.61* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zap Surgical Systems | Interim Chief Financial Officer | 2019–2020 | Completed an $81M growth equity round |
| Goldman Sachs & other global investment banks | Cross‑border M&A banker | 2008–2018 | Participated in >$50B in completed transactions; strategic/M&A execution experience |
| Alwaysraise LLC | Managing Partner | 2020–present | Life sciences advisory/investment; ongoing external capital markets/strategic capabilities |
| Two startups (not named) | Co‑founder | n/a | One continues independently; one acquired by a Nasdaq‑listed company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alwaysraise LLC | Managing Partner | 2020–present | External investment/advisory platform; Morris is sole member of Alwaysraise LLC |
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary (USD) | $446,000 | $475,000 | 2024 increase effective Jan 1, 2024 |
| Target Bonus % of Base | Up to 50% | Up to 50% | Discretionary, tied to corporate milestones |
| Actual Bonus Paid (USD) | $223,000 | $237,500 | 2024 payout approved after all milestones met |
| Option Awards (Grant‑date Fair Value, USD) | $460,881 | $554,658 | ASC 718 values |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Impact | Vesting/Timing |
|---|---|---|---|---|---|
| Dose patients in IMX‑110 clinical trials | 20% | Achieve dosing | Achieved | Contributed to full 50% bonus | Annual review by Compensation Committee |
| Dose patients in NXC‑201 clinical trials | 20% | Achieve dosing | Achieved | Contributed to full 50% bonus | Annual review |
| Complete NXC‑201 technology transfer to U.S. | 20% | Complete transfer | Achieved | Contributed to full 50% bonus | Annual review |
| Manufacture sufficient drug supply (both programs) | 20% | Sufficient supply | Achieved | Contributed to full 50% bonus | Annual review |
| Capital raising and hiring to support operations | 20% | Complete activities | Achieved | Contributed to full 50% bonus | Annual review |
The Compensation Committee determined all 2024 milestones were achieved; CF O and CEO received cash bonuses equal to 50% of base salary .
Equity Ownership & Alignment
| Beneficial Ownership (as of 4/22/2025) | Shares | % of Outstanding | Detail |
|---|---|---|---|
| Total beneficial ownership | 1,610,110 | 5.8% | Includes direct, entity, warrants, and options exercisable within 60 days |
| Direct (Gabriel Morris) | 285,834 | — | Common shares |
| Alwaysraise LLC (entity) | 270,844 | — | Morris is Managing Partner and controls votes/disposition |
| Alwaysraise Ventures I, LLC | 24,141 | — | Morris controls |
| Warrants (Alwaysraise LLC) | 156,000 | — | Common warrants |
| Options (exercisable within 60 days) | 873,291 | — | Stock options counted for beneficial ownership |
| Outstanding Options (as of 12/31/2024) | Exercisable (#) | Unexercisable (#) | Strike | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Grant 3/12/2021 | 256,500 | — | $0.80 | 3/12/2031 | Fully vested by 3/24/2023 |
| Grant 6/18/2021 (210,000 total) | 183,750 | 26,250 | $1.86 | 6/17/2031 | Monthly; fully vests 6/18/2025 |
| Grant 7/14/2022 (250,000) | 151,042 | 98,958 | $2.64 | 7/14/2032 | Monthly; fully vests 7/14/2026 |
| Grant 8/11/2023 (293,000) | 97,667 | 195,333 | $1.86 | 8/11/2033 | Monthly; fully vests 8/11/2027 |
| Grant 6/11/2024 (340,000) | 42,500 | 297,500 | $2.04 | 6/11/2034 | Monthly; fully vests 6/11/2028 |
- Pledging/Hedging: Company policy prohibits hedging and pledging unless pre‑cleared; as of 12/31/2024, no directors or executive officers had pledged shares .
- Ownership guidelines: Not disclosed; clawback provisions added to the 2021 Plan in 2023 to comply with law; evergreen increase approved in 2024 .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Agreement type | Management Services Agreement (Morris MSA) between Immix and Alwaysraise LLC | |
| Effective date / current term | Initially March 18, 2021; current term through March 18, 2026; auto‑renewal for successive one‑year terms unless terminated | |
| Base salary history | $240k (initial, raised to $425k effective 1/1/2022), $446k (effective 1/1/2023), $475k (effective 1/1/2024) | |
| Target annual bonus | Up to 50% of base salary (Board discretion), plus additional discretionary bonuses | |
| 2021 option grant | 250,000 options @ $2.64 on 7/14/2022 | |
| 2023 option grant | 293,000 options @ $1.86 on 8/11/2023 | |
| 2024 option grant | 340,000 options @ $2.04 on 6/11/2024 | |
| Severance | If terminated by Company without “cause”: base salary through end of term at 150% rate, plus valid expense reimbursements and accrued but unused vacation | |
| Change‑of‑control | Not disclosed | — |
| IP/confidentiality | MSA includes protection of Company IP and confidential information | |
| Non‑compete / restrictive covenants | Not specifically disclosed in the MSA narrative; general IP/confidentiality protections noted |
Board Governance
| Item | Detail | Source |
|---|---|---|
| Board service | Director since March 2021; CFO and Director | |
| Independence | Not independent (only six of eight are independent; list excludes Morris) | |
| Committees | Audit: Adams (Chair), Buchan, Ng; Compensation: Marquet (Chair), Buchan, Hsu; Nominating & Corporate Governance: Buchan (Chair), Marquet, Chudnovsky. Morris not on committees | |
| Board leadership | CEO also serves as Chairman; Lead Independent Director (Helen Adams) since Sept 2022 | |
| Attendance | Board held 4 meetings in FY2024; committees held 3/3/5 (Audit/Comp/NCG); no director attended <75% | |
| Director compensation | Employees do not receive additional director fees/equity; non‑employee directors received retainers and options |
Director Compensation (for context)
| Component | FY 2024 Non‑Employee Directors | Notes |
|---|---|---|
| Cash retainer | $42,000–$72,500 by role | Committee chairs and lead independent director have higher retainers |
| Option awards | 33,000 options @ $2.04, vest monthly over 1 year; fair value ~$51,726 | Fully vest by 6/11/2025 |
Employees (including Morris) receive no additional board compensation .
Compensation Structure Analysis
- Cash vs equity mix: FY2024 compensation totaled $1.27M, comprising salary $475k, cash bonus $237.5k (at‑risk, milestone‑based), and option grant‑date fair value $554.7k (equity at‑risk) .
- Performance metrics: 5 operational goals evenly weighted; committee certified achievement; payout at full 50% target for CFO .
- Clawbacks/hedging: Clawback provisions incorporated into the Amended and Restated 2021 Plan; hedging/pledging prohibited absent pre‑clearance; no pledging as of 12/31/2024 .
- Option grant cadence: Annual grants in 2022–2024 with four‑year monthly vesting—suggests retention design with steady unvested equity through 2028 .
Related Party Transactions & Interlocks
- CFO services via Alwaysraise LLC under Morris MSA; compensation and equity grants flow through this arrangement (related‑party nature noted) .
- 2024 absorption of Nexcella included equity issuances to former Nexcella participants, including officers/directors; options @ $2.47 to former participants under the 2021 Plan .
Risk Indicators & Red Flags
- Legal proceedings: Company not aware of directors/officers involved in disqualifying legal proceedings in the past ten years .
- Hedging/pledging: Prohibited; none pledged by executives/directors as of 12/31/2024 .
- Governance concentration: CEO also Chair; however, presence of Lead Independent Director mitigates some dual‑role concerns .
- Dilution/overhang: Substantial unvested options through 2028; evergreen increase to plan share reserve approved in 2024, potentially increasing dilution capacity .
Equity Ownership & Vesting Pressure – Additional Detail
- Near‑term vesting gates: 2021 options fully vested by 3/24/2023; 6/18/2021 grant completes by 6/18/2025; 7/14/2022 by 7/14/2026; 8/11/2023 by 8/11/2027; 6/11/2024 by 6/11/2028 .
- Insider selling pressure: Specific Form 4 activity not disclosed here; beneficial ownership shows 873,291 options counted as exercisable within 60 days of 4/22/2025 (proxy record date), indicating elevated potential for exercises/sales around vest dates .
Expertise & Qualifications
- Education: B.A. in economics (Columbia University); Icahn School of Medicine Humanities and Medicine program; published experimental research .
- Technical/strategic skills: Finance, strategic transactions, investment, financial structuring, operations (Goldman Sachs, Alwaysraise, Zap Surgical) .
Investment Implications
- Alignment: High at‑risk pay via annual operational milestones and multi‑year option vesting supports execution incentives in clinical development, tech transfer, and financing. Anti‑hedging/pledging and clawbacks further align behavior .
- Retention: Layered four‑year monthly vesting across 2022–2024 grants (final tranche in 2028) and 150% base‑rate severance under the MSA reduce near‑term departure risk .
- Dilution/overhang: Plan evergreen and multiple outstanding unvested option blocks create potential dilution; monitor additional plan share increases and grant cadence .
- Trading signals: Elevated exercisable option count as of the 2025 record date (873,291) and upcoming vest cliffs (2025–2028) could coincide with higher exercise activity; monitor Form 4 filings around vest dates and liquidity windows .
- Governance: CFO as management director is not independent; combined CEO/Chair role remains a governance consideration, partially mitigated by a Lead Independent Director and majority‑independent committees .
Citations:
Background, age, board slate: **[1873835_0001641172-25-006711_formdef14a.htm:16]** **[1873835_0001641172-25-006711_formdef14a.htm:17]**
Compensation tables/milestones: **[1873835_0001641172-25-006711_formdef14a.htm:21]** **[1873835_0001641172-25-006711_formdef14a.htm:25]** **[1873835_0001641172-25-006711_formdef14a.htm:26]**
Morris MSA, compensation terms, severance: **[1873835_0001641172-25-006711_formdef14a.htm:24]**
Anti‑hedging/pledging: **[1873835_0001641172-25-006711_formdef14a.htm:14]**
Committee composition, independence: **[1873835_0001641172-25-006711_formdef14a.htm:8]** **[1873835_0001641172-25-006711_formdef14a.htm:9]**
Board attendance/meetings: **[1873835_0001641172-25-006711_formdef14a.htm:14]**
Director compensation policy: **[1873835_0001641172-25-006711_formdef14a.htm:27]**
Ownership table (beneficial): **[1873835_0001641172-25-006711_formdef14a.htm:29]**
Option details (outstanding): **[1873835_0001641172-25-006711_formdef14a.htm:26]**
Nexcella merger issuances: **[1873835_0001641172-25-006711_formdef14a.htm:27]** **[1873835_0001641172-25-000387_form10-k.htm:17]**
CEO dual role, lead independent director: **[1873835_0001641172-25-006711_formdef14a.htm:6]**