Magda Marquet
About Magda Marquet
Independent director at Immix Biopharma since June 2021; age 66 as of the 2025 record date. PhD in biochemical engineering from INSA/University of Toulouse; seasoned life-sciences founder/operator with multiple exits. The Board affirmed her independence under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Althea Technologies | Co‑CEO; Co‑Chairman of the Board | Co‑CEO 2000–2008; Co‑Chair 2008–2013 | Built and commercialized operations; guided sale to Ajinomoto |
| Vical; Amylin Pharmaceuticals | Pharmaceutical development roles | Prior to Althea | Drug development leadership |
| Alma Life Sciences LLC | Co‑CEO | 2013–present | Investment/consulting across life sciences |
| AltheaDx (acquired by Castle Biosciences) | Co‑founder | 2009–acquisition | Precision medicine diagnostics; pharmacogenomics test commercialization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AnaptysBio (Nasdaq: ANAB) | Director | Current | Public company board |
| Arcturus Therapeutics (Nasdaq: ARCT) | Director | Current | Public company board |
| Transcode Therapeutics (Nasdaq: RNAZ) | Director | Current | Public company board |
| Matrisys Bioscience | Chair of the Board | Current | Private company; dermatology biotech |
| Pfenex (Nasdaq: PFNX) | Director | 2019–2020 | Until acquisition by Ligand |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. Compensation Committee members: Marquet (chair), Jane Buchan, Jason Hsu . Nominating & Corporate Governance Committee members: Jane Buchan (chair), Marquet, Yekaterina Chudnovsky .
- Independence: Board determined Marquet is independent under Nasdaq and SEC rules .
- Attendance: In FY2024, Board met 4 times; Audit 3; Compensation 3; Nominating 5; no director attended fewer than 75% of aggregate meetings for Board/committees served. In FY2023, Board met 6; Audit 5; Compensation 4; Nominating 5; again no director <75% attendance .
- Lead Independent Director: Helen Adams (since Sept 2022) with defined responsibilities (agendas, executive sessions, liaison). CEO is also Chair, with a Lead Independent Director structure in place .
Fixed Compensation
| Year | Cash Retainer ($) |
|---|---|
| 2024 | 54,000 |
| 2023 | 54,000 |
Notes: No meeting fees disclosed; directors reimbursed for reasonable travel expenses .
Performance Compensation
| Grant Type | Grant Date | Quantity | Strike/Grant FMV | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | Jun 11, 2024 | 33,000 | $2.04/share; grant-date fair value $51,726 | Monthly over 1 year; fully vests Jun 11, 2025 | 10 years from grant |
| Stock Options | Aug 11, 2023 | 20,000 | $1.86/share | Monthly over 1 year; fully vests Aug 11, 2024 | 10 years from grant |
| Stock Options | Jul 14, 2022 | 16,000 | $2.64/share | 1‑year vest; fully vested Jul 14, 2023 | 10 years from grant |
| Stock Options | Jun 18, 2021 | 60,000 | $1.86/share | Monthly over 4 years; fully vests Jun 18, 2025 | 10 years from grant |
| Stock Awards (restricted stock – Nexcella) | Dec 8, 2022 | Not quantified (director grants); Marquet grant value $95,598 in 2023 | Value per proxy | Monthly vest over 48 months from grant | N/A |
Compensation Committee performance metrics for CEO/CFO bonuses (demonstrates committee’s pay‑for‑performance calibration):
| Year | Metric | Weight |
|---|---|---|
| 2024 | Dose patients in IMX‑110 trials | 20% |
| 2024 | Dose patients in NXC‑201 trials | 20% |
| 2024 | Complete NXC‑201 tech transfer to U.S. | 20% |
| 2024 | Manufacture sufficient drug supply (both programs) | 20% |
| 2024 | Capital raising & hiring to support operations | 20% |
| 2023 | IMX‑110 scalable manufacturing process | 20% |
| 2023 | Contract manufacturer for IMX‑110 | 20% |
| 2023 | Recruit IMX‑110 clinical sites | 20% |
| 2023 | Complete relevant pre‑clinical to inform trials | 20% |
| 2023 | Dose patients in clinical trials | 20% |
Outcomes: 100% achievement for 2023 and 2024, with CEO/CFO annual incentive cash bonuses at 50% of base salary approved by the Compensation Committee .
Other Directorships & Interlocks
| Company | Relationship to IMMX | Potential Interlock/Conflict |
|---|---|---|
| AnaptysBio (ANAB); Arcturus (ARCT); Transcode (RNAZ) | No disclosed commercial ties to IMMX | None disclosed; standard multi‑board exposure |
| Matrisys Bioscience | Private; not disclosed as IMMX counterparty | None disclosed |
| Pfenex (PFNX) | Prior directorship; company acquired | None current |
Expertise & Qualifications
- Biochemical engineering PhD; founder/operator across biopharma development, manufacturing, and commercialization with exits (Althea Technologies to Ajinomoto; AltheaDx to Castle Biosciences). Recognized with EY Entrepreneur of the Year (Life Sciences, 2005), Athena Pinnacle, Corporate Directors Forum “Director of the Year (Corporate Governance)”, and CONNECT Hall of Fame .
Equity Ownership
| Date (Record) | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Apr 22, 2025 | 185,092 | <1% | 66,092 common; 119,00 issuable upon exercise of stock options within 60 days |
| Apr 22, 2024 | 116,000 | <1% | 20,000 common; 77,667 options exercisable within 60 days (excludes 18,333 unvested options) |
Outstanding equity awards (options) at Dec 31, 2023:
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Jun 18, 2021 | 45,000 | 15,000 | $1.86 | 6/17/2031 |
| Jul 14, 2022 | 16,000 | – | $2.64 | 7/14/2032 |
| Aug 11, 2023 | 16,667 | 3,333 | $1.86 | 8/11/2033 |
Policies and alignment signals:
- Anti‑hedging/anti‑pledging policy; as of Dec 31, 2024, none of the directors or executive officers had pledged shares .
- 2021 Omnibus Equity Plan includes clawback aligned to SEC 10D rules and discretionary change‑in‑control vesting treatment .
Fixed Compensation (Director)
| Year | Total Director Compensation ($) | Cash Fees ($) | Equity (Options) ($) | Equity (Stock Awards) ($) |
|---|---|---|---|---|
| 2024 | 105,726 | 54,000 | 51,726 | – |
| 2023 | 180,637 | 54,000 | 31,039 | 95,598 |
Governance Assessment
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Committee leadership: As Compensation Committee Chair, Marquet oversees independent consultant FW Cook (engaged 2024–2025) with no conflicts identified—supports pay governance quality .
-
Independence/attendance: Independent status affirmed; consistent strong attendance across FY2023–FY2024—supports board effectiveness .
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Ownership alignment: Beneficial ownership <1%; option-based equity grants vest over service periods; anti‑hedging/pledging policy in place—alignment acceptable, albeit modest “skin‑in‑the‑game” relative to total shares outstanding .
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Plan design & dilution: 2021 Plan amended in 2024 to add 3,000,000 shares and evergreen +5% annual increases through 2034; Board disclosed ~9.6% additional potential dilution on a fully diluted basis—investors should monitor share issuance pace and burn rate trends. Compensation Committee oversight and clawback provisions mitigate risk, but evergreen can be a dilution overhang .
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Related party/interlocks: 2024 Nexcella merger issued IMMX equity/awards to officers/directors broadly; while policy requires disinterested approval, investors should monitor any future related‑party exposures and equity conversions for insiders. No specific transactions tied to Marquet were singled out .
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Structure check: Combined CEO/Chair offset by Lead Independent Director framework and independent committees—acceptable, but continued scrutiny advisable .
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RED FLAGS:
- Evergreen equity provision (+5% annually to 2034) increases dilution risk if not balanced by performance and shareholder returns .
- Insider participation in Nexcella merger equity issuance (general to officers/directors)—monitor governance process and future related‑party approvals .