Helen Adams
About Helen C. Adams
Helen C. Adams, CPA, is a 66-year-old independent director at Immix Biopharma (IMMX), serving since June 2021 and appointed Lead Independent Director in September 2022. She chairs the Audit Committee, is designated an “audit committee financial expert,” and has multi-decade public-accounting experience (Deloitte partner emeritus; San Diego Area Managing Partner at Haskell & White) with life sciences specialization. Education: BS, San Diego State University; executive management program at Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner, Life Sciences & Technology; Partner Emeritus | 1982–2009 | Led audit engagements and sector practice; deep SEC and public company oversight |
| Haskell & White LLP | San Diego Area Managing Partner; Partner Emeritus | 2013–2018 (managing partner); emeritus to-date | Regional firm leadership; governance and audit practice management |
| Genasys Inc. (formerly LRAD) | Director; Audit Chair; Compensation Committee Member | 2010–2013 | Chaired audit; member compensation—oversight of reporting and pay governance |
| Prometheus Biosciences (RXDX; acquired by Merck 2023) | Director; Audit Committee Chair | 2021–2023 | Chaired audit through acquisition; biotech reporting and controls oversight |
External Roles
| Organization | Role | Focus/Impact |
|---|---|---|
| Athena San Diego; Athena Foundation | Board service | Women-in-STEM leadership; community governance |
| Make-A-Wish San Diego | Board service | Non-profit governance and audit awareness |
| CSU San Marcos Foundation | Board service | University foundation oversight |
Board Governance
- Committee assignments: Audit Committee member and Chair; Compensation and Nominating & Corporate Governance committees have different compositions (Adams does not serve on them) .
- Independence: Board determined Adams is independent under Nasdaq and SEC rules; audit independence meets Rule 10A-3 .
- Lead Independent Director role: Since Sept 2022, Adams presides over meetings without the Chair/CEO, approves agendas, liaises between independent directors and CEO/Chair, may call meetings and retain advisors .
- Attendance: In FY2024, Board met 4 times; Audit 3; Compensation 3; Nominating & Corporate Governance 5; no director attended <75% of meetings; 8 directors attended 2024 annual meeting .
- Executive sessions: Independent directors meet separately without management on a regular basis .
Fixed Compensation
| Year | Cash Fees (Annual retainer + committee/meeting fees) | Notes |
|---|---|---|
| 2024 | $72,500 | Cash retainer/fees only; employees receive no director compensation |
| 2023 | $62,853 | Cash retainer/fees; see equity awards below for mix |
Performance Compensation
| Grant Type | Grant Date | Units | Exercise Price | Vesting Schedule | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Stock Options | Jun 11, 2024 | 33,000 | $2.04 | Monthly over 1 year; fully vested 06/11/2025 | 06/11/2034 | $51,726 |
| Stock Options | Aug 11, 2023 | 20,000 | $1.86 | Monthly over 1 year; fully vested 08/11/2024 | 08/11/2033 | $108,034 (Adams total option awards across 2023 grants) |
| Stock Options | Jul 14, 2022 | 16,000 | $2.64 | 1 year; fully vested 07/14/2023 | 07/14/2032 | Included in 2023 totals |
| Stock Options | Jun 18, 2021 | 37,500 | $1.86 | Monthly over 4 years; fully vest 06/18/2025 | 06/17/2031 | Prior-year grant; outstanding in 2023 |
| Restricted Stock (Nexcella, Inc.) | Dec 8, 2022 | Undisclosed per-director count; non-employee directors received awards vesting over 48 months | n/a | Monthly vest over 48 months | n/a | $335,481 (Adams’ 2023 stock awards value) |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None disclosed; director equity awards vest time-based (no TSR/financial KPIs). Option grants and subsidiary restricted stock for non-employee directors are service-vested, not performance-vested . |
Other Directorships & Interlocks
| Company | Ticker/Status | Role | Committee/Notes |
|---|---|---|---|
| Prometheus Biosciences | RXDX (acquired by Merck, 2023) | Director | Audit Committee Chair; biotech audit oversight |
| Genasys Inc. | GNSS | Director (2010–2013) | Audit Chair; Compensation Committee member |
Expertise & Qualifications
- CPA credential; designated “audit committee financial expert” under Reg S-K 407(d)(5) .
- Extensive public company audit leadership and life sciences sector experience (Deloitte; Haskell & White) .
- Governance roles across public/non-profit boards; executive program at Columbia Business School; BS from San Diego State University .
Equity Ownership
| As-of Date (Record) | Shares Beneficially Owned | % of Outstanding | Composition Detail |
|---|---|---|---|
| Apr 22, 2025 | 281,254 | 1.0% | 174,754 common; 106,500 shares via stock options exercisable within 60 days |
| Apr 22, 2024 | 86,500 | <1% | 13,000 common; 60,792 via stock options exercisable within 60 days (excludes 12,708 unvested options) |
- Anti-hedging/pledging: Company policy prohibits hedging/short sales; pledging requires pre-clearance. As of Dec 31, 2024, no directors or executives had pledged shares . As of Dec 31, 2023, none pledged .
Governance Assessment
- Board effectiveness: Adams serves as Lead Independent Director with explicit authorities (agenda approval, executive sessions, advisor retention), strengthening independent oversight while CEO also chairs the board .
- Financial oversight: As Audit Chair and “financial expert,” Adams leads audit pre-approval, controls review, and related-party transaction approval procedures—key for investor confidence in a clinical-stage biotech .
- Independence and engagement: Board affirmed her independence; no director fell below 75% attendance in 2024, indicating strong engagement .
- Ownership alignment: 1.0% beneficial ownership at 2025 record date (including exercisable options) and continued option vesting through 2025 support alignment, with anti-hedging and no pledging reported, mitigating misalignment risks .
- Potential conflicts/related-party exposure: Non-employee directors (including Adams) previously received restricted stock in majority-owned subsidiary Nexcella (Dec 2022); Nexcella was merged into IMMX in May 2024 with shares/options issued to former Nexcella participants (including officers/directors). While disclosed and governed by related-party policies, this structure warrants monitoring for perceived self-dealing and dilution impacts. RED FLAG potential if future awards/transactions are not strictly arm’s-length and majority-of-disinterested approved .
- Compensation committee practices: FW Cook engaged as independent compensation consultant for executives/directors; Compensation Committee concluded no conflicts of interest—positive governance signal .
Overall signal: Strong audit leadership and independent chair role enhance governance quality; subsidiary award history creates a watch-point for related-party perceptions. No hedging/pledging and meaningful ownership support investor alignment .