CEO Ilya Rachman was paid $1,352,854 in fiscal year 2025, ↑ up 6.8% from fiscal year 2024 (SEC filing 0001493152-26-015320 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,352,854 Gabriel Morris total, FY2025 Chief Financial Officer, President and Director — highest-paid officer; CEO Ilya Rachman: $1,352,854 | — CEO (Ilya Rachman) pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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IMMX's next annual pay disclosure, estimated March 13, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Gabriel Morris | $475,000 | $0 | $0 | $592,854 | $285,000 | $0 | $0 | $1,352,854 |
| Chief Financial Officer, President and Director | ||||||||
| Ilya Rachman | 475,000 | 0 | 0 | 592,854 | 285,000 | 0 | 0 | 1,352,854 |
| Chief Executive Officer, Chief Scientific Officer and Chairman | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Gabriel Morris | $1,352,854 | $1,267,158 | $1,129,881 | ↑ +85,696 |
| Ilya Rachman | 1,352,854 | 1,267,158 | 1,129,881 | ↑ +85,696 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Carey Ng | Independent Director | $100,996 |
| Helen C. Adams | Lead Independent Director | $125,996 |
| Jane Buchan | Independent Director | $113,996 |
| Jason Hsu | Independent Director | $97,496 |
| Magda Marquet | Independent Director | $107,496 |
| Nancy Chang | Director | $458,197 |
| Yekaterina Chudnovsky | Independent Director | $95,496 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Gabriel Morris | OPTION | 2025-06-20 | — | — | 340,000 | — | $592,584 |
| Ilya Rachman | OPTION | 2025-06-20 | — | — | 340,000 | — | 592,584 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Gabriel Morris | $0 | $0 | $592,584 | 0.0% |
| Ilya Rachman | 0 | 0 | 592,584 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Ilya Rachman | Option | 36,458 | 2.64 | — |
| Gabriel Morris | Option | 122,083 | 1.86 | — |
| Ilya Rachman | Option | 122,083 | 1.86 | — |
| Ilya Rachman | Option | 212,500 | 2.04 | — |
| Ilya Rachman | Option | 297,500 | 2.24 | — |
| Gabriel Morris | Option | 36,458 | 2.64 | — |
| Gabriel Morris | Option | 212,500 | 2.04 | — |
| Gabriel Morris | Option | 297,500 | 2.24 | — |
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-22 | — | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-22 | —a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Nancy ChangNot independent | $10,000 | $0 | $220,237 | — | $227,960 | $458,197 |
| Helen C. AdamsIndependent · Lead Independent Director · Audit (Chair) | 72,500 | 0 | 53,496 | — | 0 | 125,996 |
| Jane BuchanIndependent · Audit · Compensation · Nominating/Governance (Chair) | 60,500 | 0 | 53,496 | — | 0 | 113,996 |
| Magda MarquetIndependent · Compensation (Chair) · Nominating/Governance | 54,000 | 0 | 53,496 | — | 0 | 107,496 |
| Carey NgIndependent · Audit | 47,500 | 0 | 53,496 | — | 0 | 100,996 |
| Jason HsuIndependent · Compensation | 42,250 | 0 | 53,496 | — | 1,750 | 97,496 |
| Yekaterina ChudnovskyIndependent · Nominating/Governance | 42,000 | 0 | 53,496 | — | 0 | 95,496 |
| Ilya RachmanEmployee director · Board Chair | — | — | — | — | — | 0 |
| Gabriel MorrisEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $80,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 17,500 / 10,000 / 7,500 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $328,750 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $229,710 |
| Total cost of the board | $558,460 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Immix Biopharma | 2025 | Ilya Rachman | $475,000 | $0 | $592,854 | $285,000 | $1,352,854 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Gabriel Morris | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Summary Compensation Table” · page 18. As printed: 1,352,854. Filing ↗machine: r4 · c33 · span 289262–289271 |
| 2 | Section 01, Ilya Rachman | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Summary Compensation Table” · page 18. As printed: 1,352,854. Filing ↗machine: r1 · c33 · span 278611–278620 |
| 3 | Section 03, Gabriel Morris OPTION | DEF 14A | 1900-01-01 | 0001493152-26-015320 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 341833–341840 |
| 4 | Section 03, Ilya Rachman OPTION | DEF 14A | 1900-01-01 | 0001493152-26-015320 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 337370–337377 |
| 5 | Section 08, Nancy Chang | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Director Compensation”. As printed: 458,197. Filing ↗machine: span 407714–407785 |
| 6 | Section 08, Helen C. Adams | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Director Compensation”. As printed: 125,996. Filing ↗machine: span 398899–398970 |
| 7 | Section 08, Jane Buchan | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Director Compensation”. As printed: 113,996. Filing ↗machine: span 400676–400747 |
| 8 | Section 08, Magda Marquet | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Director Compensation”. As printed: 107,496. Filing ↗machine: span 397119–397190 |
| 9 | Section 08, Carey Ng | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Director Compensation”. As printed: 100,996. Filing ↗machine: span 404213–404284 |
| 10 | Section 08, Jason Hsu | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Director Compensation”. As printed: 97,496. Filing ↗machine: span 402440–402510 |
| 11 | Section 08, Yekaterina Chudnovsky | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Director Compensation”. As printed: 95,496. Filing ↗machine: span 405989–406059 |
| 12 | Section 08, Ilya Rachman | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 08, Gabriel Morris | DEF 14A | 2026-04-06 | 0001493152-26-015320 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 06, 2026 vote | Form 8-K | 2026-04-06 | 0001493152-26-015320 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 15 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 16 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 17 | Section 09b board cost (computed) | Computed | — | — | Cash 328,750 + equity 0 + all other 229,710 = 558,460, summed across the director compensation table rows.machine: formula: Σ = 558,460 |
| 18 | Immix Biopharma (subject), Section 10b CEO total | DEF 14A | 2026-04-06 | 0001493152-26-015320 | CEO total compensation as printed in Immix Biopharma's own proxy. As printed: 1,352,854. Filing ↗machine: r1 · c33 · span 278611–278620 |
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