Yekaterina Chudnovsky
About Yekaterina Chudnovsky
Yekaterina Chudnovsky, JD (age 40), has served on IMMX’s Board since August 2023. She is General Counsel to an international privately held technology firm (since 2009) with responsibility for IP, trademarks, technology acquisitions, and M&A; previously practiced at Thomas Coburn Fagel Haber in corporate law, real estate, M&A, bankruptcy, and business banking. She holds a B.A. in political science and Slavic literature from Northwestern University and a J.D. from DePaul University and is active in oncology-related philanthropy and boards (GIRF Chairperson; board roles at XCures and Elicio Therapeutics) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International privately held technology firm | General Counsel | 2009–present | Oversees IP, trademarks, tech acquisition, M&A |
| Thomas Coburn Fagel Haber | Attorney (corporate law, real estate, M&A, bankruptcy, business banking) | Prior to GC role | Corporate legal practice |
External Roles
| Organization | Role | Start Date | Public/Private | Notes |
|---|---|---|---|---|
| GI Research Foundation (University of Chicago Digestive Diseases Center) | Chairperson; board member ~11 years; became President 2019 | ~2014; President 2019 | Nonprofit | Raises >$3M annually to support GI research |
| XCures | Active board member | Not disclosed | Private technology | Advances cancer research and patient outcomes |
| Elicio Therapeutics, Inc. | Director | Oct 2022 | Public biotech | Clinical-stage cancer immunotherapies |
Board Governance
- Independence: The Board determined Chudnovsky is independent under SEC and Nasdaq rules .
- Committee assignments: Member, Nominating and Corporate Governance Committee; committee chaired by Jane Buchan .
- Audit and Compensation Committees: She is not listed as a member of Audit (Adams, Buchan, Ng; Adams chair) or Compensation (Marquet, Buchan, Hsu; Marquet chair) .
- Attendance and engagement: In 2024 the Board met 4 times; Audit, Compensation, and Nominating/Governance met 3, 3, and 5 times, respectively. No director fell below 75% attendance; 8 directors attended the 2024 annual meeting. Independent directors meet separately without management on a regular basis .
- Anti-hedging/pledging: Company policy prohibits hedging and margin purchases; no directors or officers had pledged shares as of Dec 31, 2024 .
Fixed Compensation
| Director | Fiscal Year | Cash Fees ($) | Notes |
|---|---|---|---|
| Yekaterina Chudnovsky | 2024 | 42,000 | Annual cash retainer for non-employee directors |
Performance Compensation
| Grant Type | Grant Date | Quantity | Exercise Price | Vesting | Expiration | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | Jun 11, 2024 | 33,000 | $2.04/share | Monthly over 1 year; fully vested by Jun 11, 2025, subject to service | 10th anniversary of grant | 51,726 (ASC 718) |
No performance metrics (e.g., revenue/EBITDA/TSR) are tied to non-employee director equity awards; awards are service-based per proxy description .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Elicio Therapeutics, Inc. | Biotech/Oncology | Director (since Oct 2022) | Overlap in oncology with IMMX; no disclosed transactions between IMMX and Elicio . |
| XCures | Health tech | Board member | Private; no disclosed related-party transactions with IMMX . |
| GI Research Foundation | Nonprofit | Chair/President | Philanthropic role; not a commercial counterparty . |
Expertise & Qualifications
- Legal and transactional expertise: IP, trademarks, technology acquisition, M&A; corporate law background .
- Oncology ecosystem engagement: Board roles and philanthropy in cancer research; interest in personalized cancer vaccines .
- Education: B.A. Northwestern; J.D. DePaul .
Equity Ownership
| Holder | Form of Ownership | Amount (Shares) | Status/Detail |
|---|---|---|---|
| Yekaterina Chudnovsky (beneficial) | Total beneficial | 5,216,073 | 18.7% of outstanding shares (based on 27,830,901 outstanding as of Apr 22, 2025) |
| GKCC, LLC (managed by Chudnovsky) | Common shares | 3,241,076 | Chudnovsky is Managing Director with voting/disposition power |
| Warrants | Common stock warrants | 1,913,661 | Included in beneficial ownership |
| Stock options | Options | 61,336 | Included in beneficial ownership |
| Pledging status | — | — | No pledging by directors/officers as of Dec 31, 2024 |
Governance Assessment
- Alignment: Very high “skin-in-the-game” with 18.7% beneficial ownership via GKCC, warrants, and options, which can strengthen alignment but concentrates influence; Board nonetheless determined she meets independence standards .
- Committee effectiveness: Placement on Nominating & Corporate Governance aligns with her legal/M&A experience; not on Audit or Compensation, which may limit direct oversight in financial reporting and pay policy .
- Attendance/engagement: 2024 attendance met governance thresholds; independent directors hold executive sessions, supporting board effectiveness .
- Pay structure: Director pay is modest and equity is service-vested; absence of performance-contingent metrics reduces “pay-for-performance” signaling typical for executives, but is standard for directors .
- Related-party/transactions: Company discloses a policy for approving related-party transactions by disinterested directors and reports no such transactions >$120,000 (other than the Nexcella merger affecting multiple insiders) since Jan 1, 2024, with no specific transactions involving Chudnovsky/GKCC disclosed .
Red Flags/Watch Items
- Concentrated ownership: 18.7% beneficial stake through GKCC and warrants merits monitoring for voting influence and potential future related-party interactions, though none are disclosed currently .
- Cross-board service in oncology: Public board seat at Elicio Therapeutics could create information-flow sensitivities; no conflict disclosed but overlap in therapeutic area warrants attention .
Compensation Committee Context
- Composition and chair: Compensation Committee consists of Marquet (chair), Buchan, Hsu; all independent .
- Consultant independence: FW Cook engaged in 2024–2025; committee assessed no conflicts of interest .