Ilya Rachman
About Ilya Rachman
Ilya Rachman, MD, PhD, MBA, is the founder, Chairman, and Chief Executive Officer of Immix Biopharma, Inc., serving since inception in 2012. He is a physician-scientist and cell biologist with prior roles at Cedars-Sinai Medical Center and UCLA Health; he holds an MD/PhD from the University of Illinois Chicago, an EMBA from UCLA, and a BS from the University of Iowa. As of the 2025 proxy, his age is 53. The proxy does not disclose TSR, revenue or EBITDA growth metrics for his tenure; therefore, those performance figures are not included.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Immix Biopharma, Inc. | Founder, Chairman & CEO | 2012–present | Led company formation and oncology programs; inventor on company patents |
| Cedars-Sinai Medical Center | Physician/Scientist | Not disclosed | Clinical and experimental oncology experience |
| UCLA Health | Physician/Scientist | Not disclosed | Medical training and research; applied academic discoveries to oncology |
| Clinical Research Organization (founded by Rachman) | Founder | Not disclosed | Ran Phase 3/4 trials for large pharma, building clinical execution expertise |
External Roles
No public-company directorships or external roles for Rachman are disclosed in the proxy.
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Option Awards Fair Value ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 475,000 | Up to 50% of base | 237,500 | 554,658 | – | – | 1,267,158 |
| 2023 | 446,000 | Up to 50% of base (amended from 100%) | 223,000 | 460,881 | – | – | 1,129,881 |
Notes:
- Target bonus opportunity was originally 100% of base salary, amended to up to 50% as of 2022.
- Option award fair values are grant-date values per ASC 718.
Performance Compensation
Rachman’s 2024 annual incentive was tied to corporate and operational milestones, equally weighted (20% each). The Compensation Committee determined all milestones were achieved; Messrs. Rachman and Morris received cash bonuses equal to 50% of base salary.
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Dose patients in IMX-110 clinical trials | 20% | Achieve milestone | Achieved (all milestones) | Contributed to full 50% bonus | N/A (cash) |
| Dose patients in NXC-201 clinical trials | 20% | Achieve milestone | Achieved | Contributed to full 50% bonus | N/A |
| Complete NXC-201 technology transfer to U.S. | 20% | Achieve milestone | Achieved | Contributed to full 50% bonus | N/A |
| Manufacture sufficient drug supply (both programs) | 20% | Achieve milestone | Achieved | Contributed to full 50% bonus | N/A |
| Complete sufficient capital raising and hiring | 20% | Achieve milestone | Achieved | Contributed to full 50% bonus | N/A |
Equity award grant practices: Committee avoids granting options around the disclosure of MNPI; none were granted within the four-business-day blackout window in 2024.
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (as of April 22, 2025) | 1,813,049 shares |
| Direct common shares | 1,136,259 |
| Options exercisable within 60 days (counted in beneficial ownership) | 676,790 |
| Ownership as % of outstanding (27,830,901 shares) | 6.5% |
| Hedging/pledging policy | Hedging, short sales, margin purchases prohibited; pledging requires pre-clearance |
| Pledging status (as of Dec 31, 2024) | None pledged by directors or executive officers |
Outstanding equity awards (12/31/2024):
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 6/18/2021 options (270,000 granted) | 236,250 | 33,750 | 1.86 | 6/17/2031 |
| 7/14/2022 options (250,000 granted) | 151,042 | 98,958 | 2.64 | 7/14/2032 |
| 8/11/2023 options (293,000 granted) | 97,667 | 195,333 | 1.86 | 8/11/2033 |
| 6/11/2024 options (340,000 granted) | 42,500 | 297,500 | 2.04 | 6/11/2034 |
Vesting schedules:
- 2021 grant: vests monthly over 4 years; fully vested on June 18, 2025, subject to continued employment.
- 2022 grant: vests monthly over 4 years; fully vested on July 14, 2026.
- 2023 grant: vests monthly over 4 years; fully vested on August 11, 2027.
- 2024 grant: vests monthly over 4 years; fully vested on June 11, 2028.
Equity plan and clawbacks:
- 2021 Omnibus Equity Incentive Plan (amended/restated) includes clawback provisions (added June 2023).
- Plan share reserve increased by 3,000,000 in June 2024 to 4,934,561, and an evergreen 5% annual increase was adopted for 2025–2034.
- Plan contains a Change in Control section (terms in Exhibit 10.1).
Employment Terms
| Date | Term/Action | Detail |
|---|---|---|
| 6/18/2021 | Employment Agreement | 3-year term; initial base salary $360,000; performance bonus up to 100% of base; Board-discretion additional bonuses. |
| 7/14/2022 (Comp Committee), 11/9/2022 (Amendment) | Amendment | Base increased to $425,000 retroactive to 1/1/2022; target bonus up to 50% of base; 250,000 options at $2.64. |
| 3/7/2023 (Comp Committee), 5/12/2023 (Amendment) | Amendment | Base increased to $446,000 effective 1/1/2023; paid $212,000 2022 accrued bonus in Aug 2023; 293,000 options at $1.86 (8/14/2023). |
| 2/6/2024 (Comp Committee), 5/9/2024 (Amendment) | Amendment | Base increased to $475,000 effective 1/1/2024; 340,000 options at $2.04 (6/11/2024). |
| 6/18/2024 | Contract expiration | Agreement expired; employment continues at-will. Severance/good reason provisions no longer apply; six-month non-compete on termination (except if terminated without cause/good reason under prior terms); may serve on other boards/consulting if not interfering. |
Board Governance
- Board composition: eight directors; six independent under Nasdaq (Marquet, Hsu, Adams, Ng, Buchan, Chudnovsky).
- Leadership: Rachman is CEO and Chairman; Lead Independent Director Helen Adams since September 2022 with authority over agendas, executive sessions, and outside advisors.
- Committees:
- Audit Committee: Adams (Chair), Buchan, Ng; all independent; Adams is “audit committee financial expert.”
- Compensation Committee: Marquet (Chair), Buchan, Hsu; all independent; FW Cook engaged as independent compensation consultant, no conflicts.
- Nominating & Corporate Governance Committee: Buchan (Chair), Marquet, Chudnovsky; all independent.
- Board/committee activity: Board held 4 meetings in 2024; Audit 3; Compensation 3; Nominating 5; no director attended fewer than 75% of meetings.
- Employee directors do not receive separate board compensation beyond employee pay.
- 2025 annual meeting: Rachman re-elected director; For: 14,564,106; Withheld: 38,284; Broker non-votes: 5,490,176.
Related Party Transactions and Policies
- Policy requires related-party transactions be on industry-standard terms and approved by disinterested directors.
- None exceeding the lesser of $120,000 or 1% of average year-end total assets since January 1, 2024, except for equity and compensation arrangements disclosed elsewhere.
- 2024 Nexcella merger: Company issued 989,876 shares to former Nexcella stockholders (including officers/directors) and granted 275,759 restricted stock awards and 595,676 options at $2.47 under the 2021 Plan.
Risk Indicators & Policies
- Insider Trading Policy prohibits hedging, short sales, margin purchases; pledging requires pre-clearance; none of the directors or executive officers had pledged shares as of Dec 31, 2024.
- Legal proceedings: Company not aware of any director/officer involvement in specified legal matters in past ten years.
- Equity award timing: Committee did not grant options during the MNPI blackout window in 2024.
Investment Implications
- Pay-for-performance alignment: Cash bonuses are contingent on operational milestones and capped at 50% of base; 2024 payout reflects full achievement, indicating tangible linkage to clinical and financing execution.
- Vesting and potential selling pressure: Significant option tranches vest monthly through 2028, with full vest dates in 2025/2026/2027/2028 across four grants; as options become fully vested, monitor potential 10b5-1 plans/form 4 activity for selling pressure.
- Ownership and alignment: Rachman’s 6.5% beneficial stake, including a large direct share position, supports alignment; anti-hedging/pledging restrictions further reinforce long-term orientation.
- Severance/CIC economics: With the Employment Agreement now at-will and severance/good reason provisions no longer applicable, cash severance risk is reduced; equity plan contains CIC provisions and clawbacks, but executive-specific CIC severance terms are not disclosed in the proxy.
- Governance checks on dual role: CEO-Chairman structure is mitigated by a strong majority-independent board, a Lead Independent Director, and independent committee leadership with an independent comp consultant—reducing independence concerns.
- Dilution overhang: The 2021 Plan’s 3,000,000-share increase and 5% evergreen until 2034 expand equity capacity, implying ongoing dilution risk to be weighed against talent retention needs.