Claude Nicaise
About Claude Nicaise
Claude Nicaise, M.D., age 72, has served as an independent director of Gain Therapeutics (GANX) since January 2021. He brings over 35 years of biotechnology and pharmaceutical development and regulatory experience, including senior leadership roles at Bristol-Myers Squibb and Alexion, and holds an M.D. from Université Libre de Bruxelles. He founded Clinical Regulatory Services, and previously served as Executive Vice President, Regulatory at Ovid Therapeutics. His current external board roles include Sarepta Therapeutics (Compensation Committee Chair; R&D Committee member since 2015), Chemomab Therapeutic (Audit Committee Chair since 2021), and Cassava Biosciences (director since January 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb | Senior leadership including VP Global Development; VP Worldwide Regulatory Science & Strategy; led Oncology, Infectious Disease, Neuroscience development | 1983–2008 | Led global development and regulatory strategy across multiple therapeutic areas |
| Alexion Pharmaceuticals | SVP, Strategic Development and Global Regulatory Affairs | 2008–2014 | Built regulatory capability during rapid growth; orphan indications focus |
| Ovid Therapeutics | Executive Vice President, Regulatory | Not disclosed | Orphan CNS diseases; senior regulatory leadership |
| Clinical Regulatory Services | Founder | Not disclosed | Advises biotechnology companies on clinical and regulatory matters |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Sarepta Therapeutics, Inc. | Director | Since 2015 | Compensation Committee Chair; R&D Committee member |
| Chemomab Therapeutic | Director | Since 2021 | Audit Committee Chair |
| Cassava Biosciences | Director | Since Jan 2024 | Not disclosed |
Board Governance
- Independence: The GANX Board affirmatively determined Dr. Nicaise is independent under Nasdaq rules .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member; not a chair at GANX (Compensation chaired by Jeffrey Riley; Nominating chaired by Hans Peter Hasler) .
- Attendance: In FY2024, the Board met 4 times and each director attended 100% of Board and applicable committee meetings (each committee met 4 times) .
- Board leadership and oversight: Chairman is Khalid Islam; independent directors hold executive sessions moderated by the Chairman; risk oversight is distributed across committees (Audit: financial/cyber; Compensation: pay risk; Nominating & Governance: governance effectiveness) .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non‑employee director retainer |
| Committee membership fees | $10,000 | $5,000 Compensation member + $5,000 Nominating & Governance member |
| Total fees earned or paid in cash | $50,000 | Matches policy and 2024 compensation table |
Policy reference:
- Committee chair adders (not applicable to Nicaise at GANX): Audit Chair $17,000; Compensation Chair $13,000; Nominating & Governance Chair $11,000; committee members $7,500 (Audit) and $5,000 (Comp/NomGov) .
Performance Compensation
| Equity Award Type | FY2024 Grant Value (USD) | Vesting Mechanics | Plan |
|---|---|---|---|
| Stock options (annual director grant) | $9,506 | Annual award vests in equal monthly installments over 12 months | 2022 Plan |
| Initial director grant (reference policy) | — | 42,000 options; 1/3 vests at first anniversary, remainder vests monthly to year 3 | 2022 Plan |
- No performance metrics are tied to director compensation (director equity awards vest time‑based) .
- Change‑in‑control: unvested director awards fully vest immediately prior to closing if the director remains in continuous service .
Other Directorships & Interlocks
| Company | Relationship to GANX | Notes |
|---|---|---|
| Sarepta Therapeutics; Chemomab; Cassava Biosciences | No disclosed related‑party transactions with GANX | Proxy lists related‑party items (e.g., Minoryx license tied to GANX Chair Dr. Islam) but none involve Dr. Nicaise . |
- Related‑party policy: Audit Committee reviews/approves any related‑party transactions >$100,000; Nicaise is not cited in related‑party transactions .
Expertise & Qualifications
- 35+ years in drug development and global regulatory strategy; senior roles spanning development leadership and regulatory science .
- Medical degree (M.D.) from Université Libre de Bruxelles; broad therapeutic area experience (oncology, infectious disease, neuroscience) .
- External committee leadership adds cross‑company governance expertise (Compensation Chair, Audit Chair) .
Equity Ownership
| Holder | Form of Ownership | Amount | % of Shares Outstanding |
|---|---|---|---|
| Claude Nicaise | Options exercisable within 60 days | 55,558 | <1% (*) |
(*) Less than one percent as disclosed; calculation based on 29,427,225 shares outstanding at April 25, 2025 .
Additional details:
- Outstanding options for non‑employee directors at year‑end show Dr. Nicaise with 55,558 underlying shares .
- Hedging/pledging: Company policy prohibits hedging, pledging, short‑selling, and margining of GANX securities by directors .
Governance Assessment
- Independence and engagement: Strong alignment with Nasdaq independence standards and full attendance in FY2024 indicates active oversight and engagement—a positive signal for board effectiveness .
- Committee roles: Presence on Compensation and Nominating & Governance places Nicaise in core governance and pay oversight; combined with external chair roles at Sarepta and Chemomab, he brings deep compensation and audit rigor to GANX .
- Ownership alignment: While personal beneficial ownership is modest (<1%), ongoing annual option grants and prohibitions on hedging/pledging provide alignment and mitigate misalignment risks typical for small‑cap biotech boards .
- Conflicts/related parties: Proxy discloses related‑party exposure to Minoryx via GANX Chair Dr. Islam; no related‑party transactions involve Nicaise—reducing direct conflict risk for him .
- Compensation structure: Director pay is predominantly fixed cash with a measured annual option grant; no discretionary or performance‑linked director payouts that could signal pay anomalies; vesting is time‑based and subject to standard change‑in‑control provisions .
Red flags and risk indicators:
- No red flags specific to Nicaise identified in related‑party transactions, attendance, hedging/pledging, or director pay practices .
- Broader board context includes a disclosed Minoryx relationship (not tied to Nicaise) and ongoing litigation with former CEO (Alder), which pertains to severance and non‑disparagement but does not implicate Nicaise; investors should monitor resolution and any governance process learnings .