Dov Goldstein
About Dov Goldstein
Dov Goldstein, M.D., M.B.A. (age 57) is an independent director of Gain Therapeutics (GANX) since January 2021. He is Chief Financial Officer at BioAge Labs and previously held senior roles including Managing Partner at Aisling Capital, CFO of Loxo Oncology and Vicuron Pharmaceuticals, and CEO of RIGImmune; he holds a B.S. from Stanford, an M.B.A. from Columbia Business School, and an M.D. from Yale School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioAge Labs | Chief Financial Officer | Current | Finance leadership |
| Aisling Capital | Managing Partner (prior roles: Partner, Principal) | 2006–2019 | Investment oversight |
| Loxo Oncology | CFO; Acting CFO | 2014–2015 | Pre-IPO CFO; transition support |
| Vicuron Pharmaceuticals | Chief Financial Officer | 2000–2005 | Led financing; company acquired by Pfizer |
| RIGImmune | Chief Executive Officer | Prior | Operational leadership |
| Indapta Therapeutics | CFO & Business Officer | 2020–2021 | Corporate finance and BD |
External Roles
| Organization | Role | Committees |
|---|---|---|
| NeuBase Therapeutics (NASDAQ: NBSE) | Director | Audit committee role (as referenced) |
| Coya Therapeutics (NASDAQ: COYA) | Director | Audit Committee member (company proxy) |
Board Governance
- Independence: The GANX Board affirmatively determined Goldstein is independent under Nasdaq rules .
- Committees: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Financial Expertise: Designated “audit committee financial expert” by GANX Board .
- Attendance: 100% attendance at Board and committee meetings in FY2024 (four Board meetings; committees met four times each) .
Fixed Compensation
| Component | Policy Amount ($) | Goldstein 2024 Actual ($) | Goldstein 2023 Actual ($) |
|---|---|---|---|
| Board annual retainer | 40,000 | — | — |
| Audit Chair retainer | 17,000 | — | — |
| Nominating & Gov. Committee member | 5,000 | — | — |
| Compensation Committee member | 5,000 | — | — |
| Cash fees (total) | — | 62,000 | 62,000 |
| Option awards (grant-date fair value) | — | 9,506 | 24,901 |
| Total director compensation | — | 71,506 | 86,901 |
Notes:
- Policy cash retainers apply per role; Goldstein’s $62,000 cash total aligns with annual retainer plus Audit Chair and one committee membership .
- Equity is delivered via options under the 2022 Plan; values shown are ASC 718 grant-date fair values .
Performance Compensation
- Structure: Non-employee directors receive stock options only (no RSUs/PSUs), with 10-year term, exercise price at grant-date fair market value; annual awards of 15,000 options vest monthly over 12 months; initial director grant of 42,000 options vests over three years (1/3 at year one, remainder monthly) .
- Change-in-control: Director options vest fully immediately prior to closing of a change-in-control (subject to continuous service) .
| Metric | 2023 | 2024 |
|---|---|---|
| Options outstanding at year-end (shares) | 40,558 | 55,558 |
| Option award fair value granted (USD) | 24,901 | 9,506 |
No director performance metrics (e.g., revenue, TSR, ESG) are tied to compensation for non-employee directors; none disclosed .
Other Directorships & Interlocks
| Company | Relationship Type | Potential Interlock/Conflict Considerations |
|---|---|---|
| NeuBase Therapeutics | Public company board | Standard external directorship; no GANX related-party tie disclosed |
| Coya Therapeutics | Public company board | Standard external directorship; no GANX related-party tie disclosed |
GANX related-party exposure primarily references a Minoryx license where GANX’s Chairman (Khalid Islam) is also Minoryx’s chair; Audit Committee (chaired by Goldstein) reviews related-party transactions. No payments to Minoryx in 2023–2024; none in 2024–2025 YTD as disclosed .
Expertise & Qualifications
- Financial leadership across biotech (CFO roles) and investment (Aisling Capital); designated audit committee financial expert .
- Education: Stanford (B.S.), Columbia Business School (M.B.A.), Yale School of Medicine (M.D.) .
Equity Ownership
| Date (Record) | Beneficial Ownership (shares) | % of Shares Outstanding | Composition |
|---|---|---|---|
| April 25, 2024 | 40,558 | <1% | Options exercisable within 60 days |
| April 25, 2025 | 55,558 | <1% | Options exercisable within 60 days |
- Hedging/Pledging: GANX insider trading policy prohibits hedging, short selling, margin accounts, and pledging of GANX securities .
- No director stock ownership guidelines are disclosed in the proxy; no pledging or hedging by Goldstein is disclosed .
Shareholder Voting Signal (Director Election)
| Year | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| 2024 | 6,520,571 | 288,571 | 5,183,098 |
Governance Assessment
- Positives:
- Independent director; Audit Committee Chair and financial expert designation enhance oversight quality .
- Strong attendance (100%) indicates engagement; committee leadership across risk, controls, and governance .
- Pay mix balanced: modest cash plus equity options aligns incentives without excessive guarantees .
- Clear restrictions on hedging/pledging reduce alignment risk .
- Watch items:
- Multiple external board roles can raise time-commitment concerns; monitor continued 100% attendance and role effectiveness .
- Related-party framework involves Minoryx (via Chairman); Audit Committee oversight (chaired by Goldstein) is critical—no payments disclosed in recent periods .
Appendix: Committee Assignments (GANX)
| Committee | Role |
|---|---|
| Audit Committee | Chair |
| Nominating & Corporate Governance Committee | Member |
Appendix: Director Compensation Policy Details (GANX)
| Cash Retainer | Amount ($) |
|---|---|
| Annual Board retainer | 40,000 |
| Non-executive chair add’l retainer | 35,000 |
| Audit Chair | 17,000 |
| Audit member | 7,500 |
| Compensation Chair | 13,000 |
| Compensation member | 5,000 |
| Nominating & Gov Chair | 11,000 |
| Nominating & Gov member | 5,000 |
- Equity awards: initial 42,000 options (three-year vest); annual 15,000 options (12-month vest); fully vest upon change-in-control immediately prior to closing .
Notes on Related-Party Policy & Indemnification
- GANX maintains a written related-party transaction policy (Audit Committee review/approval; threshold $100,000) .
- Director indemnification agreements and D&O insurance in place .