Khurram Jamil
About Khurram Jamil
Khurram Jamil, M.D., age 50, is Chief Medical Officer (CMO) of Galectin Therapeutics (GALT). He joined Galectin as VP, Clinical Development on March 11, 2024 and was promoted to CMO effective August 1, 2024 . Dr. Jamil is board certified in General Surgery, completed his residency at Seton Hall University (NJ), and earned his M.B.B.S. from King Edward Medical University (Pakistan); he holds 7 patents, has delivered 95+ presentations, and authored 40+ publications including in NEJM . Company “Pay vs Performance” disclosures show cumulative TSR on a $100 investment of $54.59 (FY22), $146.90 (FY23), and $77.71 (FY24), and Net Income of $(38.9)mm (FY22), $(44.8)mm (FY23), $(47.2)mm (FY24), contextualizing performance over his tenure start in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mallinckrodt Pharmaceuticals | Vice President, Hepatology | 2015–2024 | Led development teams achieving two approvals (U.S. and Japan); executed largest HRS trial; cirrhosis trials strategy |
| Ikaria Inc | Medical Affairs leadership | Not disclosed | Led launches of first-in-class therapies; disease burden and value assessment strategies |
| Organon Pharmaceuticals USA | Medical Affairs leadership | Not disclosed | Led successful therapy launches; expanded into new therapeutic areas |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Scientific/Academic | Author and speaker (40+ manuscripts, 95+ presentations) | Various | Contributed to hepatology and clinical development literature, including NEJM publication |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 500,000 | 30% | 120,625 (prorated) | 60,813 (includes $47,146 health; $13,667 401k) | Bonus split 50% Company / 50% individual; approved Jan 2025 |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Instrument | Vesting |
|---|---|---|---|---|---|
| Annual Performance Bonus | 50% Company / 50% Individual | 30% of base salary | $120,625 (prorated for 2024) | Cash | Paid in two tranches: Feb 2025 and Apr 2025 (if still employed) |
| RSUs (10,000 shares) | Event-driven | Present top-line NAVIGATE results by end of 2024 | Vested Dec 20, 2024 | RSU | Single vest upon milestone; event achieved Dec 20, 2024 |
| Options (100,000; Aug 1, 2024 grant) | Time-based | N/A | N/A | Stock Options | 25% each on Oct 31, 2024; Jan 31, 2025; Apr 30, 2025; Jul 31, 2025 |
| Options (150,000; Mar 11, 2024 grant) | Time-based | N/A | N/A | Stock Options | One-third on Mar 11, 2025; Mar 11, 2026; Mar 11, 2027 |
Equity Ownership & Alignment
- Beneficial Ownership: 226,250 common shares; less than 1% of outstanding .
- Options exercisable within 60 days (as of Oct 1, 2025): 166,250 .
- Company hedging policy: No anti-hedging policy adopted; a Dodd-Frank/Nasdaq-compliant clawback policy is in place .
- Pledging: No pledging disclosure specific to executives; not addressed in proxy beyond hedging policy statement .
| Instrument | Quantity | Status | Strike | Expiration | Notes |
|---|---|---|---|---|---|
| Options (Mar 11, 2024 grant) | 150,000 | Unexercisable at 12/31/2024; vests 1/3 each Mar 11, 2025–2027 | $2.20 | 03/20/2034 | Time-based vesting |
| Options (Aug 1, 2024 grant) | 100,000 | 25,000 exercisable; 75,000 unexercisable at 12/31/2024 | $2.50 | 08/01/2034 | Vest 25% on Oct 31, 2024; Jan 31, 2025; Apr 30, 2025; Jul 31, 2025 |
| RSUs (10,000 shares) | 10,000 | Vested Dec 20, 2024 | N/A | N/A | Milestone-based vest (top-line NAVIGATE) |
Ownership guidelines: Not disclosed. Compliance with any ownership guidelines: Not applicable .
Employment Terms
- Start/Role: VP Clinical Development March 11, 2024; CMO August 1, 2024 .
- Contract Term: Initial term Aug 1, 2024–Aug 1, 2025; auto-renews for successive 12-month terms unless 60-day non-renewal notice .
- Base Salary/Bonus: $500,000 base; 30% target bonus; bonus split 50% Company/50% individual; 2024 prorated .
- Severance (non-CoC): Good Reason or no-cause termination yields graduated severance based on tenure since Commencement Date—3, 6, 9, or 12 months of base salary at <12, 12–18, 18–24, or >24 months, respectively; plus prorated bonus; expense reimbursement .
- Change-of-Control (double trigger): If terminated without cause or for Good Reason within 12 months post-CoC—12 months’ base salary, prorated bonus at maximum, reimbursements; unvested options accelerate; RSUs also accelerate per employment agreement .
- Non-Compete/Non-Solicit: 18-month non-compete covering U.S. territory; 18-month non-solicitation of customers and employees; confidentiality protections .
- Governing Law: Georgia; includes injunctive relief for breaches of restrictive covenants .
Performance & Track Record
- Program Leadership: As CMO, Dr. Jamil highlighted NAVIGATE biomarker concordance (FibroScan, ELF, PRO-C3), reductions in Baveno VII risk categories, and dose-response supporting belapectin’s mechanism in advanced MASH cirrhosis; FDA dialogue ongoing with guidance anticipated by year-end 2025 .
- Milestone Execution: RSU vest tied to delivering top-line NAVIGATE results by year-end 2024 was achieved on Dec 20, 2024 .
- Company-level metrics during/around tenure start: TSR trajectory and net income as disclosed in pay-versus-performance (FY22–FY24) .
Compensation Committee Analysis
- Committee: Chair Dr. Gilbert S. Omenn; members Dr. Gilbert F. Amelio and Kevin D. Freeman; independent under Nasdaq rules; met once in 2024 .
- Philosophy: Competitive total compensation (base, bonus, long-term equity), aligned with performance; benchmarking targeted at ~50th percentile of peer group; consultant input (Barney & Barney LLC) informing design .
- Say-on-Pay: 2022 support ~90%; triennial frequency recommended and up for vote in 2025 .
Related Party Transactions
- None disclosed for Dr. Jamil; company explicitly noted no Item 404(a) disclosures required for his appointment .
Risk Indicators & Red Flags
- Hedging Policy: Company has not adopted an anti-hedging policy, permitting the possibility of hedging transactions, which may weaken alignment; clawback policy adopted per SEC/Nasdaq requirements .
- Financing Concentration: Significant related-party financing from Chairman Richard E. Uihlein (convertible notes, lines of credit, warrants) increases governance/financing concentration risk, although Board oversight via Audit Committee is disclosed .
- Leadership Transition: Jamil’s succession of prior CMO (resignation July 26, 2024) noted; no adverse disclosure regarding transition .
Equity Ownership & Vesting Schedules
| Date | Type | Shares/Units | Status |
|---|---|---|---|
| Mar 11, 2024 | Options grant | 150,000 | 1/3 vest on Mar 11, 2025; Mar 11, 2026; Mar 11, 2027 |
| Aug 1, 2024 | Options grant | 100,000 | 25% vest on Oct 31, 2024; Jan 31, 2025; Apr 30, 2025; Jul 31, 2025 |
| Aug 1, 2024 | RSUs grant | 10,000 | Vested Dec 20, 2024 upon NAVIGATE top-line results |
Investment Implications
- Pay-for-Performance Alignment: Jamil’s 2024 compensation linked to company and individual goals, with an event-driven RSU that vested only upon delivering top-line NAVIGATE results, signaling execution incentive alignment. However, his equity mix is predominantly time-based options beyond the milestone RSU, which can be less performance-sensitive .
- Retention Risk: Graduated severance increasing with tenure and double-trigger CoC protections (12 months base, acceleration) reduce retention risk and protect continuity through pivotal regulatory interactions; non-compete/non-solicit provisions further mitigate near-term departure risk .
- Insider Selling Pressure: Material vesting dates in 2025 (Jan 31, Apr 30, Jul 31, and Mar 11) increase exercisable holdings (166,250 options within 60 days as of Oct 2025), potentially creating supply overhang around liquidity windows; no ownership guidelines or pledging disclosures to counterbalance such pressure .
- Governance/Alignment Flags: Absence of anti-hedging policy is a notable alignment gap; strong clawback policy and independent compensation oversight partially offset .
- Execution Signal: CMO commentary and NAVIGATE milestone execution support confidence in clinical leadership heading into FDA interactions—key for value creation optionality in belapectin’s path .