Michael Purcell
About Michael Purcell
Independent director (Lead Independent Director since September 24, 2020), age 68, on IMXI’s board since 2018. Purcell is a CPA with 36+ years at Deloitte as audit partner and Philadelphia office leader for middle-market/growth enterprise services; retired in 2015. He holds a BS from Lehigh University and an MBA from Drexel University, and has extensive board experience including audit committee leadership; IMXI’s board designates him as a financial expert and independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner; Philadelphia office leader for middle-market & growth enterprise services | >36 years; retired 2015 | Led audit engagements; accounting and finance expertise |
| Tabula Rasa HealthCare, Inc. (NASDAQ: TRHC) | Chairman, Director, Audit Committee Chair | 2018–2023 | Oversight of financial reporting and audit; governance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hepion Pharmaceuticals, Inc. (NASDAQ: HEPA) | Director | Current | Board oversight |
| CFG Bank | Director; Audit Committee member | Current | Audit oversight |
| Hyperion Bank | Director; Audit Committee member | Current | Audit oversight |
| Various for‑profit and non‑profit entities | Director | Current/Prior | Governance advisory |
Board Governance
- Independence: Board determined Purcell is independent; he serves as Lead Independent Director with responsibilities over agendas, information flow, executive sessions, and calling meetings .
- Committee assignments: Audit Committee Chair; Compensation Committee member (Chair until June 23, 2024); Nominating & Corporate Governance Committee member; Strategic Alternatives Committee Chair (formed in 2024) .
- Attendance: Board held 10 meetings in 2024 (plus 4 unanimous written consents); directors attended 98% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee: All members independent; Purcell is Chair and designated audit committee financial expert; committee met 5 times and oversees financial reporting, internal controls, cybersecurity risk, and related‑party transaction approvals .
Fixed Compensation
| Component | Jan 1–Jul 25, 2024 | Jul 26–Dec 31, 2024 | Notes |
|---|---|---|---|
| Annual Cash Retainer (all independent directors) | $60,000 | $65,000 | Paid in cash |
| Annual Equity (all independent directors) | $145,000 (equity award) | $150,000 (equity award) | Vests on 1‑year anniversary or day before next annual meeting |
| Lead Independent Director cash | $50,000 | $50,000 | Quarterly restricted stock vesting |
| Lead Independent Director equity | $50,000 | $50,000 | Quarterly restricted stock vesting |
| Audit Chair cash | $12,500 | $12,500 | Quarterly restricted stock vesting |
| Audit Chair equity | $12,500 | $12,500 | Quarterly restricted stock vesting |
| Comp Committee member cash | $10,000 | $10,000 | Non‑chair member fee |
| Nominating Committee member cash | $8,000 | $8,000 | Non‑chair member fee |
| Director | Fees Earned (Cash) | Stock Awards (Grant‑date FV) | Total |
|---|---|---|---|
| Michael Purcell (2024) | $178,000 | $212,500 | $390,500 |
Performance Compensation
| Equity Type | Grant Mechanics | Vesting | 2024 Holding Snapshot |
|---|---|---|---|
| Annual equity grant (non‑employee directors) | Equity under 2020 Omnibus Plan | One‑year vest or day before next annual meeting; quarterly vesting for certain chair/lead roles | Each independent director held 7,336 unvested RSUs at 12/31/2024, vesting June 19, 2025 |
| Plan governance | No repricing; director total comp cap $750,000/year; dividends not paid on unvested awards; anti‑liberal share recycling | Standard plan limits and governance apply | Applies to director awards |
No director performance metrics (e.g., TSR, EBITDA) are disclosed for director equity; grants are time‑based under the A&R 2020 Plan governance features .
Other Directorships & Interlocks
- Current public company: Hepion Pharmaceuticals (NASDAQ: HEPA) .
- Prior public company: Tabula Rasa HealthCare (NASDAQ: TRHC) – Chair and Audit Chair (2018–2023) .
- Banking boards: CFG Bank and Hyperion Bank (audit committee member at both) .
- Interlocks/conflicts: Company reports no compensation committee interlocks or insider participation issues; members (including Purcell) were not officers and had no related‑party relationships requiring disclosure under SEC rules .
Expertise & Qualifications
- CPA; AICPA member; former President, Philadelphia Chapter of Pennsylvania Institute of CPAs .
- Audit committee financial expert; financial literacy; corporate governance and risk oversight expertise per board skills matrix and committee designations .
- Education: BS (Lehigh University); MBA (Drexel University) .
- Cybersecurity oversight: Audit Committee charter explicitly includes cybersecurity/program oversight; board maintains a cybersecurity expert among directors .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 65,919 shares; <1% of outstanding |
| RSUs deliverable within 60 days of record date (included) | 7,336 shares |
| Additional RSUs deliverable within 30 days (excluded) | 1,223 shares |
| Ownership guidelines | Non‑management directors: 5x annual base retainer; all directors in compliance as of 12/31/2024 |
| Anti‑hedging/pledging | Prohibited (short sales, options/derivatives, hedging, pledging, margin accounts) |
Governance Assessment
- Committee leadership and independence: Purcell is Lead Independent Director and Audit Chair; he chaired the 2024 Strategic Alternatives Committee during IMXI’s assessment of strategic options, signaling high engagement on value‑creation and oversight .
- Attendance and engagement: IMXI directors achieved 98% attendance in 2024; Purcell participated in leadership roles across committees, indicating strong engagement .
- Compensation alignment: Director pay mix combines cash retainers for roles with time‑based equity; total director comp cap ($750k) and no dividend on unvested awards reinforce pay governance discipline. Purcell’s 2024 compensation totaled $390,500 with significant equity component ($212,500) aligning incentives with shareholders .
- Shareholder signals: In the June 21, 2024 annual meeting, Purcell’s director election received 17,074,842 “For” and 7,647,717 “Withhold” versus peers with higher “For” votes; say‑on‑pay passed with 24,113,434 “For,” 602,528 “Withhold,” 6,597 “Abstain,” indicating broad support for executive pay but comparatively elevated dissent for Purcell’s re‑election (potential engagement focus) .
- Related‑party exposure: Company disclosed related‑party buybacks from CEO Robert Lisy and LAIH (owned by director John Rincon); no related‑party transactions involving Purcell were reported .
- Compliance: No Section 16 filing delinquencies were noted for Purcell; anti‑hedging/pledging and stock ownership guidelines enforced, with all directors compliant as of year‑end 2024 .
Fixed Compensation (Detail)
| Pay Element | Amount | Basis |
|---|---|---|
| Annual director cash retainer | $60,000 (H1 2024); $65,000 (H2 2024) | Role‑based |
| Annual director equity grant | $145,000 (H1 2024); $150,000 (H2 2024) | Time‑based vesting |
| Lead Independent cash + equity | $50,000 cash; $50,000 equity (per period) | Quarterly restricted stock vesting |
| Audit Chair cash + equity | $12,500 cash; $12,500 equity (per period) | Quarterly restricted stock vesting |
| Committee member fees | $10,000 (Comp); $8,000 (Nominating) | Non‑chair roles |
Performance Compensation (Director Equity Mechanics)
| Feature | Description |
|---|---|
| Vesting | Annual RSUs vest on 1‑year anniversary or day before next annual meeting; chair/lead quarterly awards vest quarterly |
| Cap & governance | Director total compensation capped at $750,000; no option/SAR repricing; dividends not paid until vesting; strict share counting |
| 2024 RSU holdings | Purcell (and all independent directors) held 7,336 unvested RSUs at 12/31/2024 vesting June 19, 2025 |
Other Signals and Shareholder Votes
| Proposal (June 21, 2024) | For | Withhold/Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Michael Purcell (Class III) | 17,074,842 | 7,647,717 | — | 2,728,017 |
| Elect Robert Lisy (Class III) | 23,030,625 | 1,691,934 | — | 2,728,017 |
| Elect Adam Godfrey (Class III) | 23,155,070 | 1,567,489 | — | 2,728,017 |
| Ratify auditor (BDO USA, P.C.) | 27,372,546 | 73,638 | 4,392 | 0 |
| Say‑on‑Pay (NEOs) | 24,113,434 | 602,528 | 6,597 | 2,728,017 |
RED FLAGS
- Elevated “Withhold” votes on Purcell’s 2024 re‑election versus peers may signal investor concerns or desire for governance changes; merits targeted investor outreach .
- Related‑party transactions elsewhere on the board (Lisy and LAIH/Rincon) indicate sensitivity to conflict oversight; Audit Committee (chaired by Purcell) reviews and approves such transactions under policy—ongoing rigor is important .
Policy & Controls
- Anti‑hedging and anti‑pledging prohibitions apply to directors; no hedging/derivative trades, pledging, or margin accounts permitted .
- Stock Ownership & Retention Policy: Directors must maintain 5x base retainer; compliance confirmed as of 12/31/2024 .
- Clawback: Company‑wide compensation recovery policy adopted (2023) for incentive compensation tied to financial reporting; plan‑level clawback provisions apply to awards .
Summary Implications
- Governance strength: Purcell’s financial expertise and leadership roles (Lead Independent; Audit Chair; Strategic Alternatives Chair) bolster board effectiveness in oversight of financial reporting, risk (including cybersecurity), and strategic review .
- Investor engagement: The 2024 vote outcome suggests stakeholders may seek more clarity on board actions and independence; proactive engagement and clear disclosure from the Lead Independent Director could reinforce confidence .
- Alignment: Director equity and ownership guidelines ensure meaningful “skin in the game” without hedging/pledging, supporting alignment with long‑term value creation .