Jane Buchan
About Jane Buchan
Jane Buchan, age 61, is an independent director of Immix Biopharma (IMMX) serving since June 2021. She is CEO of Martlet Asset Management (since 2018) and previously co-founded and led PAAMCO/PAAMCO Prisma to $32B AUM; earlier roles include J.P. Morgan Investment Management and Assistant Professor of Finance at Dartmouth’s Tuck School. She holds a BA in Economics from Yale and MA/PhD in Business Economics (Finance) from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PAAMCO / PAAMCO Prisma Holdings | CEO / Co-CEO | Founded 2000; leadership until 2018 | Built firm to $32B AUM; alternatives leadership |
| J.P. Morgan Investment Management | Capital Markets Group | Early career | Institutional finance experience |
| Amos Tuck School of Business, Dartmouth | Assistant Professor of Finance | Prior academic role | Research/teaching in finance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| AGF Management Ltd. (TSX: AGF.B; OTC Pink: AGFMF) | Director | Current | Public company directorship |
| Globe Life (NYSE: GL) | Director | Retired due to term limits | Prior public board, tenure ended by term limits |
| Chartered Alternative Investment Analyst Association (CAIA) | Chairwoman of the Board (recent) | Prior role | Industry credential leadership |
| UCLA Anderson MFE Program | Advisory Board member | Current | Advisory role in quantitative finance education |
| Reed College; UC Irvine Foundation | Trustee | Current | Non-profit governance |
Board Governance
- Independence: The Board determined Jane Buchan to be independent under Nasdaq and SEC rules .
- Committee assignments (2024–2025):
- Audit Committee: Member; committee deemed fully independent; financial literacy met .
- Compensation Committee: Member; FW Cook engaged as independent consultant, no conflicts identified .
- Nominating & Corporate Governance Committee: Chair; committee deemed fully independent .
- Attendance and engagement (FY2024): Board held 4 meetings; Audit 3, Compensation 3, Nominating 5; no director attended fewer than 75% of aggregate Board/committee meetings .
- Stockholder vote signal (June 20, 2025): Buchan received 13,594,737 “For” and 1,007,652 “Withheld” votes (broker non-votes 5,490,177), indicating strong but not unanimous support .
- Lead Independent Director: Helen C. Adams; responsibilities include executive sessions and agenda approval .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash fees (Director retainer and roles) | $60,500 | $60,500 |
Notes:
- Directors receive reimbursement of reasonable expenses; employees serving as directors receive no extra board pay .
Performance Compensation
| Equity Grant Detail (Director) | Grant Date | Instrument | Quantity | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Annual director option grant | 6/11/2024 | Stock Options | 33,000 | $2.04 | Monthly over 1 year; fully vests 6/11/2025 | $51,726 |
| Annual director option grant | 8/11/2023 | Stock Options | 20,000 | $1.86 | Monthly over 1 year; fully vested 8/11/2024 | $108,034 |
| Director option grant | 7/14/2022 | Stock Options | 16,000 | $2.64 | Vested over 1 year; fully vested 7/14/2023 | Outstanding schedule disclosed |
| Director option grant | 6/18/2021 | Stock Options | 30,000 | $1.86 | Monthly over 4 years; fully vests 6/18/2025 | Outstanding schedule disclosed |
Director compensation mix and trends:
- 2023 included a Nexcella restricted stock award component for non-employee directors; Buchan’s grant-date fair value $5,095 .
- 2024 director equity moved solely to IMMX options; no director stock awards in 2024 .
Compensation metrics overseen by Compensation Committee (signal for pay-for-performance alignment):
| Executive Annual Bonus Metrics (FY2024) | Weight | Committee Outcome |
|---|---|---|
| Dose patients in IMX-110 clinical trials | 20% | Achieved; bonuses paid at 50% of base for CEO/CFO |
| Dose patients in NXC-201 clinical trials | 20% | Achieved |
| Complete NXC-201 tech transfer to U.S. | 20% | Achieved |
| Manufacture sufficient drug supply for both programs | 20% | Achieved |
| Capital raising and hiring to support operations | 20% | Achieved |
Committee consultant independence:
- FW Cook engaged for director/executive compensation; assessed independent with no conflicts .
Other Directorships & Interlocks
| Company | Sector/Type | Role | Possible Interlock with IMMX Ecosystem |
|---|---|---|---|
| AGF Management Ltd. | Asset management | Director | No IMMX supplier/customer linkage disclosed |
| Globe Life | Insurance | Former Director | No IMMX linkage disclosed |
| CAIA Association | Professional certification | Former Chairwoman | Industry influence; not a commercial counterparty |
No related-party transactions involving Buchan specifically are disclosed; the Nexcella merger converted subsidiary awards for many officers/directors broadly, approved under company policy for related party transactions .
Expertise & Qualifications
- Alternatives/investment management leadership (PAAMCO/Prisma); CEO of Martlet; extensive finance and governance experience .
- Academic and advisory credentials: Tuck School (Finance), UCLA Anderson MFE Advisory Board .
- Education: Yale BA (Economics); Harvard MA/PhD (Business Economics/Finance) .
Equity Ownership
| Metric | As of Apr 22, 2024 | As of Apr 22, 2025 |
|---|---|---|
| Beneficially owned shares (total) | 86,000 | 166,034 |
| Ownership % of outstanding | <1% (*) | <1% (*) |
| Common shares owned | 20,000 | 22,445 |
| Options exercisable within 60 days | 55,167 | 143,589 |
| Shares pledged as collateral | None (directors/officers at 12/31/2024) | None (policy statement applies; as of 12/31/2024) |
Notes:
- Anti-hedging and restriction on pledging (pre-clearance required); none pledged as of 12/31/2024 .
- (*) less than 1% denotes footnote indication in proxy .
Governance Assessment
-
Strengths:
- Multi-committee service including chairing Nominating & Corporate Governance; independence confirmed; regular attendance above 75% threshold .
- Compensation governance uses explicit operational metrics and an independent consultant (FW Cook), with no consultant conflicts .
- Anti-hedging/anti-pledging policy and clawback provisions added to the 2021 Plan in 2023; enhances investor alignment and risk control .
-
Watch items / potential red flags:
- Equity plan dilution and evergreen feature approved in 2024 (increase by 3,000,000 shares and 5% annual automatic increases through 2034); raises ongoing dilution risk, though Board can reduce annual increases .
- Nexcella merger converted subsidiary awards for officers/directors; while policy requires disinterested approval, this is a related-party exposure that merits monitoring for alignment .
- 2025 vote shows modest withhold rate for Buchan (approx. 6.9% of votes cast excluding broker non-votes), suggesting some investor scrutiny; continued engagement advisable .
-
Alignment:
- Director pay is a cash retainer plus annual option grant vesting over one year; increases in exercisable options from 2024 to 2025 reflect equity-based alignment, though overall ownership remains below 1% .
-
Policies:
- Lead Independent Director structure in place; Board-wide risk oversight distributed across committees; code of ethics and insider trading policy disclosed .
Overall, Buchan’s committee leadership, independence, and attendance support board effectiveness. Dilution from the expanded equity plan and the broad director participation in the Nexcella award conversions are governance risks to monitor, balanced by strong anti-hedging/pledging and clawback frameworks .