Gene Mack
About Gene Mack
Gene Mack, age 51, is President, Chief Executive Officer, and a director of Gain Therapeutics (GANX) since January 6, 2025; he previously served as CFO from April 8, 2024 and Interim CEO from June 25, 2024 to January 6, 2025 . He holds a BS in Biochemistry and an MBA in Finance from Fordham University and has 25+ years in life sciences across CFO roles, equity research, and clinical research at Cornell and Columbia . Under his leadership, GANX advanced GT-02287 with Phase 1b enrollment completion and initial data indicating disease-slowing effects; Q3 2025 net loss was $5.28 million as GANX continued clinical investment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Imcyse SA | CFO | Oct 2021–Oct 2023 | Finance leadership at a private immunotherapeutics company |
| OncoC4 / OncoImmune | CFO | Sep 2020–Sep 2021 | CFO during Merck’s $475M acquisition of OncoImmune; helped spin out OncoC4 |
| BiomUp US | CFO | May 2019–Sep 2020 | Led finance for hemostatics development |
| SELLAS Life Sciences (Nasdaq: SLS) | CFO | Apr 2018–Dec 2018 | Led successful IPO via reverse merger with Galena Biopharma |
| Ascendia Pharmaceuticals; Nicox S.A. | SVP/CFO, consultant | 2015–Mar 2018 | Advisory/CFO roles across private/public pharma |
| Edge Therapeutics | Senior Director, Corporate Finance | 2013–2015 | Led successful IPO efforts |
| Gruntal & Co; Lazard; HSBC | Senior publishing equity analyst | 2000–2013 | Covered biotech/life sciences; capital markets expertise |
| Cornell Univ. Medical College; Columbia Univ. College of Physicians & Surgeons | Research (biochemistry; clinical neurology) | Pre-2000 | Investigated less invasive treatments for gliomas and cerebrovascular disease |
External Roles
- No additional public-company directorships disclosed for Mr. Mack in GANX filings; his CEO agreement permits serving on one outside board (non-competitor) with Board approval .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $370,000 (as CFO/Interim CEO) | $500,000 (as CEO) |
| Target Bonus (%) | 35% (CFO agreement) | 50% (CEO agreement) |
| Actual Bonus Paid ($) | $150,000 (30% of target, discretionary based on <60% objectives achieved) | Not disclosed |
Performance Compensation
| Year | Metric | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|---|
| 2024 | Corporate objectives (discretionary) | Not disclosed | 35% of base salary (CFO) | Compensation Committee determined 30% of target; $150,000 paid | CD&A notes <60% objective attainment; bonus awarded at committee discretion |
| 2025 (CEO) | Annual Bonus | Not disclosed | 50% of base salary | Not disclosed | Must remain employed through payment date |
| 2025 (CEO) | Performance option grant | Not disclosed | Eligible to receive option to purchase up to 271,325 shares upon satisfaction of Board-set performance goals | Not disclosed | Separate performance goals; standard option mechanics apply |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 25, 2025) | 72,733 shares total; comprised of 14,400 shares owned and 58,333 options vesting within 60 days; <1% of common stock outstanding (29,427,225 shares) |
| Options Outstanding (as of Dec 31, 2024) | 200,000 options at $3.56 (Inducement, granted 4/5/2024); 25% vests on 4/5/2025; remaining vests in equal monthly installments over 36 months; expires 4/5/2034 |
| CEO Option Grant (1/6/2025) | 271,325 options at $2.44; 25% one-year cliff then monthly over remaining 3 years; additional 271,325 performance options eligible upon meeting goals |
| Hedging/Pledging | GANX insider trading policy prohibits hedging, short selling, holding in margin accounts, and pledging company stock as collateral |
| Director Ownership & Compensation | Mr. Mack receives no compensation for Board service; director fees/equity apply only to non-employee directors |
Employment Terms
| Term | CEO Agreement (Jan 6, 2025) |
|---|---|
| Position & Board | CEO; serves on Board while CEO; resigns from Board upon ceasing to be CEO unless otherwise agreed |
| Severance (no CoC) | 12 months base salary; employer-paid COBRA for 12 months, subject to release |
| Severance (during CoC period, double-trigger) | Pro-rata annual bonus for year of termination plus target bonus that would accrue during severance period; COBRA coverage extended to 18 months; acceleration of all unvested equity awards, subject to release |
| Equity Eligibility | Eligible for equity grants at Board discretion |
| Location/Exclusivity | Primary office in DC area; remote work in NJ; full-time devotion with limited outside board service permitted |
| Perquisites | Company states it generally does not provide significant perquisites to executive officers |
| Clawback/Ownership Guidelines | Not disclosed in proxy; standard indemnification agreements in place |
Board Governance
- Board Service: Director since Jan 2025; not appointed to any Board committees and no additional compensation for Board service .
- Independence: Not independent as CEO; majority of directors are independent .
- Leadership Structure: Chairman is Dr. Khalid Islam, separate from CEO, enhancing Board independence .
- Committee Composition (FY 2024): Audit (Goldstein, Hasler, Riley; Goldstein Chair), Compensation (Riley Chair, Melincoff, Nicaise), Nominating & Governance (Hasler Chair, Goldstein, Nicaise); Board met 4 times; 100% attendance by directors and committees .
Compensation Structure Analysis
- Cash vs Equity Mix: Base salary increased from $370,000 (CFO/Interim CEO 2024) to $500,000 (CEO 2025); significant equity grants include 200,000 inducement options (2024) and 271,325 CEO options (2025), plus eligibility for 271,325 performance options .
- Discretionary Bonus: Despite <60% objective attainment, the Compensation Committee awarded a $150,000 bonus for 2024 to Mr. Mack, indicating discretion in pay outcomes .
- Consultant Use: Historically engaged Aon to refine compensation strategy and peer group analyses (2023–2024) .
- Hedging/Pledging Risks: Policy prohibits hedging and pledging; alignment mechanism via options/RSUs and double-trigger protections .
Risk Indicators & Red Flags
- Dual Role: CEO and director; not independent, but Chairman role is separate, mitigating CEO-Chair concentration concerns .
- Option Repricing/Modifications: No repricing disclosed; option terms follow standard plans .
- Related Party Transactions: Audit Committee oversees related party reviews; no specific transactions disclosed for Mr. Mack .
- Hedging/Pledging: Prohibited, reducing misalignment risk .
- Say-on-Pay: No advisory vote outcomes disclosed in 2025 proxy; monitor future proxies for shareholder feedback .
Investment Implications
- Alignment: Significant unvested options and performance option eligibility tie upside to share price and operational milestones; hedging/pledging prohibitions strengthen alignment .
- Retention Risk: CEO agreement provides 12–18 months severance and full acceleration on double-trigger during Change of Control, reducing exit friction; monitor for equity vesting schedules as potential catalysts for Form 4 activity .
- Trading Signals: Upcoming monthly vesting following April 5, 2025 for the 200,000 option and standard vesting for the January 2025 CEO grant could create periodic liquidity windows; watch insider filings and cadence of 8-Ks around clinical updates .
- Governance: Separation of Chair/CEO and independent committees are positives; CEO receives no director pay; continue to track Compensation Committee discretion and any changes to performance metrics or payout frameworks .