Marc Rubin
About Marc Rubin
Marc Rubin, M.D., age 70, has served on Galectin Therapeutics’ Board since October 2011 and was Chairman from January 2016 to May 2018. He holds an M.D. from Cornell University Medical College, is board certified in internal medicine with subspecialties in medical oncology and infectious diseases, and brings extensive executive leadership across global pharma R&D and commercialization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer Schering Pharma / Bayer Healthcare | Head of Global R&D; Executive Committee member; Board of Management (Bayer Schering) | Until Feb 2007 | Led global R&D; executive governance |
| Schering AG / Berlex Pharmaceuticals | Executive Board (Schering AG); Chairman of Schering Berlin Inc.; President of Berlex Pharmaceuticals | Oct 2003 – Jun 2006 (pre-merger) | U.S. leadership for Berlex; strategic integration |
| GlaxoSmithKline | Senior VP, Global Clinical Pharmacology & Discovery Medicine; prior clinical/commercial roles | 1990 – Aug 2003; SVP 2001–2003 | Oversaw programs across U.S., Europe, Asia, LatAm |
External Roles
| Organization | Role | Status |
|---|---|---|
| Titan Pharmaceuticals, Inc. (TTNP: OTC BB) | Executive Chairman; former President & CEO (Oct 2007–Jan 2009) | Current Executive Chairman |
| Curis Inc. (Nasdaq: CRIS) | Director | Current |
| Medarex, Inc. | Director | Former; now subsidiary of Bristol-Myers Squibb |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee member; not a chair (Chair: Dr. Gilbert Amelio) . He is not listed on Audit or Compensation Committees .
- Independence: The Board determined Rubin is independent under Nasdaq standards; only Lewis and Carson are non-independent .
- Attendance and engagement: In 2024, the Board met 7 times; all directors attended at least 75% of Board and committee meetings. In 2023, the Board met 8 times; all directors attended at least 75% and all were present at the annual meeting .
- Election results (signal of shareholder support): 2024 Annual Meeting (held Jan 23, 2025) — Votes For: 18,649,439; Withheld: 600,526; Broker Non-Votes: 20,045,381 . 2023 Annual Meeting — Votes For: 25,016,122; Withheld: 995,500; Broker Non-Votes: 18,910,166 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 43,500 | 43,500 |
| Option Awards Grant-Date Fair Value ($) | 31,735 | 58,000 |
| Total ($) | 75,235 | 101,500 |
| Program terms (applies to all directors) | Annual cash retainer $35,000; Committee retainers: Nom/Gov $3,500; Comp $5,000; Audit $7,500; Committee Chair retainers: Nom/Gov $3,500; Comp $5,000; Audit $7,500; IR/PR committee members $3,500 | Structure unchanged across years |
Performance Compensation
- Annual equity grants to directors are time-based options; no performance metrics disclosed for director equity. | Grant Date | Instrument | Quantity | Vesting | Notes | |---|---|---:|---|---| | Jan 26, 2023 | Stock options | 40,000 | Vests in full on Dec 31, 2023 | All non-employee directors received this grant | | Jan 24, 2024 | Stock options | 50,000 | Vests in full on Dec 31, 2024 | All non-employee directors received this grant |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| Titan Pharmaceuticals (TTNP: OTC BB) | Biopharma | Executive Chairman | No related-party transactions disclosed with GALT; oversight framework via Audit Committee |
| Curis (CRIS) | Biopharma | Director | No disclosed transactions with GALT; typical biotech network overlap |
| Medarex (former) | Biopharma | Former Director | Historical role; no current interlock |
Expertise & Qualifications
- MD from Cornell University Medical College; board certified in internal medicine with subspecialties in medical oncology and infectious diseases .
- Deep global R&D leadership (Bayer Schering; Schering AG; GSK) and commercialization experience across multiple geographies .
- Board leadership (former GALT Chairman) and public company governance experience (Curis; Titan; Medarex) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Common Stock | Options Exercisable within 60 Days |
|---|---|---|---|
| Oct 1, 2024 | 238,146 | <1% | 224,565 |
| Oct 1, 2025 | 358,146 | <1% | 344,565 |
- Group control context: Directors and executive officers as a group owned 50.1% (2024) and 52.6% (2025) voting power, indicating concentrated insider influence .
- Hedging/pledging: Company has not adopted a hedging policy (risk); no pledging by Rubin disclosed . Related-party transactions section shows no Rubin-linked transactions .
Governance Assessment
-
Positives
- Independent director with strong pharma R&D and commercialization credentials; member of Nom/Gov committee contributing to board composition and ethics oversight .
- Consistent meeting attendance (≥75%) and solid shareholder support in director elections across 2023–2025 .
- Clear director compensation structure with modest cash retainer and standardized, time-based equity grants; no director-specific performance pay or complex incentives that could misalign interests .
- Company has adopted an executive clawback policy aligned with SEC/Nasdaq standards (broader governance posture) .
-
Watch items / RED FLAGS
- No hedging policy adopted for officers/directors, allowing potential hedging that could weaken alignment; investors typically prefer explicit anti-hedging and anti-pledging policies .
- High insider voting power may reduce minority shareholder influence and raises vigilance on related-party oversight; Audit Committee reviews these transactions but monitoring remains prudent .
- Director equity is time-based without performance metrics; while common for small-cap biopharma, absence of TSR/clinical milestones in director equity provides limited pay-for-performance linkage .
Say-on-Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| Last Say-on-Pay | ~90% approval at 2022 annual meeting, indicating broad support for compensation policies |
| 2025 Meeting Agenda | Triennial say-on-pay vote and frequency recommendation included; results pending subsequent 8-K |
Related Party/Conflict Screening
- Related-party transactions: Multiple financing arrangements with Chairman Richard E. Uihlein (convertible notes, lines of credit, warrants); no disclosures indicating Rubin’s involvement or benefit from these transactions; Audit Committee oversees related-party reviews .
- Compensation committee interlocks: None disclosed .
Director Option Holdings (Reference)
| As of Dec 31, 2023 | Options Held |
|---|---|
| Marc Rubin, M.D. | 294,565 |
| As of Dec 31, 2024 | Options Held |
|---|---|
| Marc Rubin, M.D. | 344,565 |
Board Committee Snapshot
| Committee | Members | Chair | Rubin Member? |
|---|---|---|---|
| Nominating & Corporate Governance | Amelio; Rubin; Freeman; Schwartz | Amelio | Yes |
| Compensation | Omenn; Amelio; Freeman | Omenn | No |
| Audit | Zordani; Eldred; Freeman | Zordani | No |
Employment & Contracts (Directors)
- No employment agreement; director compensation via cash retainer and option grants per program; no director-specific severance/CoC terms disclosed .
Performance & Track Record
- Director election support remained strong across 2023 and 2024 Annual Meetings (see vote tables above), signaling investor confidence during key clinical milestones period (e.g., NAVIGATE topline announcement affects NEO vesting; director grants remain time-based) .
Conclusion
Marc Rubin is an experienced, independent biopharma director with meaningful R&D leadership and external board exposure. He is engaged via committee service and meeting attendance, with straightforward director pay and increasing equity ownership. Key governance watch items include the absence of an anti-hedging policy and concentrated insider voting power, warranting ongoing scrutiny of related-party financing and board independence processes .