Gilad Aharon
About Gilad Aharon
Gilad Aharon, Ph.D., age 51, is an independent director of Delcath Systems, Inc. and has served on the Board since May 2020. He co‑founded Rosalind Advisors, Inc. and has served as a Portfolio Manager since 2006; prior to that, he was an equity analyst at Infinium Securities Inc. He holds a Ph.D. in Biophysics and Molecular Biology from the University of Toronto and was elected to Delcath’s Board pursuant to a Board Appointment Agreement with Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infinium Securities Inc. | Equity Analyst | Prior to 2006 (pre‑Rosalind) | Equity research background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rosalind Advisors, Inc. | Co‑founder; Portfolio Manager | Since 2006 | Provides investor perspective; Board Appointment Agreement led to election |
Board Governance
- Committee assignments: Member, Compensation and Stock Option Committee; current members are John R. Sylvester (Chair) and Dr. Aharon; the committee met five times in 2024 and engaged FW Cook for alignment with best practices .
- Independence: The Board determined five of six directors, including Dr. Aharon, satisfied Nasdaq independence criteria in 2024 .
- Attendance: The Board met eight times in 2024; each director attended at least 75% of Board and applicable committee meetings; directors attended the 2024 annual meeting .
- Board leadership: Roles of Chairman and CEO are separated; John R. Sylvester serves as Non‑Executive Chairman since February 2023 .
- Nominating process context: Aharon and Salamon were appointed to the Board under an April 8, 2020 Board Appointment Agreement with Rosalind funds; March 28, 2023 financing granted purchasers of a majority of shares the right to designate a director post‑FDA approval (not yet exercised) .
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Board service annual retainer | $50,000 | Increased effective May 23, 2024 from $43,000 |
| Compensation Committee member retainer | $7,500 | Increased in 2024 from $5,000 |
| Cash fees actually earned (2024) | $53,853 | Reflects pro‑rated changes and committee service |
| Reimbursement policy | Reasonable out‑of‑pocket travel reimbursed | Standard director policy |
| Annual director compensation cap | $750,000 aggregate (cash + equity grant date value) per ~12‑month period | Applies to non‑employee directors |
Performance Compensation
| Equity Instrument | 2024 Grant Value | Vesting | Options Outstanding (12/31/2024) | Clawback/COC Terms |
|---|---|---|---|---|
| Stock options (annual director grant under 2020 Plan) | $138,347 grant‑date fair value (Black‑Scholes assumptions disclosed) | Vests in 12 equal monthly installments from annual meeting date, subject to continued service | 80,182 options outstanding | Awards subject to company clawback policy; no automatic acceleration on change in control unless termination without cause within 12 months and awards are assumed |
No director‑specific performance metrics (revenue/EBITDA/TSR/ESG) are disclosed for non‑employee director equity; equity is time‑vested per policy .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P. | Significant stockholders; Board Appointment Agreement led to Aharon’s and Salamon’s Board seats | Two Rosalind co‑founders (Aharon, Salamon) serve on Delcath’s Board; influence via ownership and historical appointment agreement |
| March 2023 Private Placement | Rosalind‑controlled entities purchased Series F‑1 (converted to F‑2) and warrants (F‑3, F‑4) totaling $2,150,000 | Related‑party financing; voting/ownership governed by blockers in certificates of designation |
| March 2024 Private Placement | Aharon purchased 26,882 common shares ($100,001.04); Salamon purchased 26,882 common shares ($100,001.04) | Additional related‑party purchases; reviewed under related‑party policy |
Expertise & Qualifications
- Financial/investment industry experience and stockholder perspective through Rosalind Advisors; Board cites this as extremely valuable .
- Ph.D. in Biophysics and Molecular Biology (University of Toronto) .
- Independent status under Nasdaq rules .
Equity Ownership
| Security Class | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Common Stock | 3,385,153 shares | 9.99% | Includes 30,882 shares held directly; 80,182 options exercisable within 60 days; also includes shares eligible to vote owned by Rosalind per footnote |
| Series E Preferred | 9,149 shares | 99.39% | Voting subject to 4.99%/9.99% Beneficial Ownership Limitation; as‑converted voting with $10.00 conversion price |
| Series E‑1 Preferred | 1,753 shares | 100% | Subject to Beneficial Ownership Limitation |
| Series F‑2 Preferred | 1,085 shares | 100% | Voting via “Voting Conversion Mechanism” and subject to Maximum Ownership Limitation |
| Series F‑4 Preferred | 2,150 shares | 100% | Voting via “Voting Conversion Mechanism” and subject to Maximum Ownership Limitation |
| Options (director grants) | 80,182 options | — | Director options outstanding (12/31/2024) |
- Anti‑hedging and pledging: Company prohibits hedging and pledging of Delcath securities by directors .
Governance Assessment
-
Strengths
- Independence confirmed under Nasdaq rules; solid attendance (≥75%) and participation on a key committee (Compensation) .
- Significant ownership aligns incentives with shareholders; company prohibits hedging/pledging and applies clawback to equity awards under the 2020 Plan .
- Director compensation structure uses time‑vested options and capped annual value ($750k), limiting excess guaranteed pay .
-
Risks / RED FLAGS to monitor
- Related‑party influence: Aharon and Salamon’s Board seats arose from a Board Appointment Agreement with Rosalind funds; both co‑founders are significant holders and participated in 2023/2024 financings—this can create perceived conflicts, particularly with Aharon serving on the Compensation Committee that oversees executive/director pay .
- Concentrated voting via preferred/warrant structures, albeit constrained by 4.99%/9.99% blockers and Maximum Ownership Limitation; investors should monitor any changes to blockers or conversions that could alter control dynamics .
- Designation right from March 2023 financing (post‑FDA approval) could further shift Board composition; though not exercised, it represents potential governance influence by financing participants .
-
Process mitigants
- Formal related‑party transaction review/approval/ratification process under Audit Committee charter .
- Use of independent compensation consultant (FW Cook) and documented committee independence .
- Anti‑hedging/pledging and clawback policies reduce misalignment and enable recovery on restatements .