Nancy Chang
About Nancy Chang
Nancy Chang, Ph.D., was appointed as an independent director of Immix Biopharma (IMMX) effective September 8, 2025, for a term through the 2026 annual meeting or until a successor is duly elected and qualified . She is President of 4J Therapeutics, holds a Ph.D. from Harvard (1979) and completed undergraduate studies at National Tsing Hua University (1972) . Dr. Chang co-founded Tanox (Xolair developer; IPO 2000, acquired by Genentech/Roche 2007) and previously served on the founding team of Centocor as Director of Research . Tenure on IMMX’s board began in 2025; committee assignments and independence designation for her specifically were not disclosed at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centocor (acquired by J&J) | Founding team; Director of Research | Not disclosed | Developed monoclonal antibodies; first HIV diagnostic assay |
| Tanox, Inc. | Co-founder; led development of Xolair | 1986–2007 (Xolair FDA 2003; acquired 2007) | Built to IPO (2000); largest biotech IPO at the time |
| Baylor College of Medicine | Associate Professor of Virology | 1986–1991 | Academic leadership in virology |
| Texas Higher Education Coordinating Board | Board member | 1995–2000 | Appointed under Gov. George W. Bush |
| OrbiMed (Asia fund) | Chair, Founder, Senior Managing Director | 2007–2012 | Led regional investment platform |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| 4J Therapeutics | President | Current | Infectious disease drug development |
| ViRx (Stanford) | Advisor | Since 2020 | Antiviral drug development center |
| Baylor College of Medicine | Advisor | Since 2024 | Advisory engagement |
| Tang Family Foundation | President | Since 2010 | Philanthropic leadership |
| Federal Reserve Bank (Houston) | Director | Not specified (prior service indicated) | Prior board service noted |
| BioHouston; BIO (Biotechnology Innovation Organization) | Director | Not specified | Prior board service noted |
| Charles River Laboratories | Director | Not specified | Public company board; timing not specified |
| Several biotech companies | Director | Not specified | Prior service indicated |
Board Governance
- Board structure and independence: IMMX’s board (as of the 2025 proxy) had 8 directors, 6 deemed independent; Helen C. Adams serves as Lead Independent Director since Sept 2022 .
- Committees (as of 2025 proxy; pre-dating Chang’s appointment):
- Audit Committee: Helen C. Adams (Chair), Jane Buchan, Carey Ng; Adams designated “audit committee financial expert” .
- Compensation Committee: Magda Marquet (Chair), Jane Buchan, Jason Hsu .
- Nominating & Corporate Governance Committee: Jane Buchan (Chair), Magda Marquet, Yekaterina Chudnovsky .
- Attendance: In FY2024, the board held 4 meetings; Audit 3; Compensation 3; Nominating 5; no director attended <75% of aggregate meetings (pre-Chang) .
- Nancy Chang committee assignments/independence at appointment: Not disclosed in the 8-K announcing her appointment .
Fixed Compensation
- Director compensation structure (FY2024; pre-Chang; provides framework): Non-employee directors received cash retainers and stock options; employees received no additional board pay .
| Non-Employee Director (2024) | Cash Fees ($) | Option Awards FV ($) | Total ($) |
|---|---|---|---|
| Helen C. Adams | 72,500 | 51,726 | 124,226 |
| Jane Buchan | 60,500 | 51,726 | 112,226 |
| Magda Marquet | 54,000 | 51,726 | 105,726 |
| Jason Hsu | 42,250 | 51,726 | 95,976 |
| Carey Ng | 47,500 | 51,726 | 99,226 |
| Y. Chudnovsky | 42,000 | 51,726 | 93,726 |
- 2024 equity grant terms to non-employee directors: 33,000 options granted 6/11/2024 at $2.04 strike; monthly vesting over 12 months; 10-year term .
- Note: Nancy Chang joined in Sept 2025; specific 2025 compensation for her was not disclosed at appointment .
Performance Compensation
- Performance metrics tied to director pay: Not disclosed; 2024 non-employee director pay comprised cash retainers and time-based stock options (no performance metrics specified) .
| Performance Metric | FY2024 Director Plan Status |
|---|---|
| Revenue/EPS/TSR/ESG metrics | Not disclosed for directors; equity was time-vested options |
Other Directorships & Interlocks
| Entity | Type | Role/Notes | Potential Interlock/Conflict |
|---|---|---|---|
| Charles River Laboratories | Public company | Board service noted (timing not specified) | No specific IMMX relationship disclosed |
| Federal Reserve Bank (Houston); BioHouston; BIO | Non-profit/Industry | Prior board service | No related-party ties disclosed |
| Several biotech companies | Private/Public (unspecified) | Prior service | None disclosed |
No IMMX-related party transactions involving Dr. Chang were disclosed in the latest proxy; the company’s RPT policy requires disinterested director approval and states no RPTs above the SEC threshold since Jan 1, 2024, other than the Nexcella absorption described (not involving Chang) .
Expertise & Qualifications
- Scientific/operating: Deep drug development and virology expertise; co-led creation and commercialization of biologics (Xolair), and built Tanox through IPO and sale .
- Leadership/finance: OrbiMed Asia fund leadership (Chair/SMD, 2007–2012), public/private board experience (incl. CRL) .
- Academia/policy: Associate Professor (Baylor, 1986–1991); state higher education board (1995–2000) .
- Education: Ph.D., Harvard University (1979); B.S., National Tsing Hua University (1972) .
Equity Ownership
- Beneficial ownership: Not listed in IMMX’s April 22, 2025 beneficial ownership table (pre-dating her appointment); table includes incumbent directors only .
- Shares/derivatives, pledged/hedged: Not disclosed for Dr. Chang; IMMX prohibits hedging/pledging without pre-clearance, and as of Dec 31, 2024, no directors/officers had pledged IMMX shares .
Governance Assessment
- Board effectiveness and signal: Dr. Chang’s appointment was a condition to closing a September 2025 private placement (Securities Purchase Agreement required the company to obtain consents and appoint her and execute an indemnification agreement), indicating investor-driven board enhancement and signaling credibility in drug development governance .
- Independence/committees: Independence status and committee assignments for Dr. Chang were not disclosed at appointment; given existing committee compositions, changes (if any) should appear in the next proxy—investors should monitor for Audit/Comp/Nominating placements and potential chair rotations .
- Engagement/attendance: 2024 attendance strong across the board (pre-Chang); no data yet for her attendance—monitor 2025/2026 disclosures .
- Compensation alignment: IMMX employs a simple cash + stock option model for directors, with time-based vesting; no performance metrics disclosed for director compensation (neutral from a pay-for-performance perspective; equity aligns with shareholders but time-based vesting lowers performance sensitivity) .
- Related-party/conflicts: No related-party transactions involving Dr. Chang disclosed to date; the company’s policy requires disinterested approval for any such transactions .
- Shareholder sentiment: 2025 annual meeting—director slate (pre-Chang) nominees received strong “For” votes (generally >90% of votes cast) and auditor ratification passed overwhelmingly—baseline governance support appears solid .
References
- Appointment and biography of Nancy Chang; private placement conditions requiring her appointment .
- IMMX 2025 DEF 14A: Board independence, leadership structure, committee compositions, director attendance, non-employee director compensation and option grant terms, anti-hedging/pledging policy, RPT disclosure .
- 2025 Annual Meeting voting results (Item 5.07) .