Gianluca Fuggetta
About Gianluca Fuggetta
Gianluca Fuggetta, 36, is Senior Vice President Finance and Principal Financial Officer (PFO) of Gain Therapeutics (GANX). He joined GANX in July 2022, became Principal Accounting Officer in January 2023, served as Vice President of Finance in January 2024, briefly held the PFO role from Feb–Apr 2024, and was appointed SVP Finance and PFO effective January 6, 2025. He holds a Bachelor’s degree in Business Administration (Università Cattolica del Sacro Cuore) and a Master’s in Accounting, Auditing and Control (Università Bocconi), and previously spent ~9 years at PwC, ultimately as Assurance Manager . He is the Company’s certifying financial officer on SEC filings (SOX 302/906 certifications) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gain Therapeutics | Senior Vice President Finance; Principal Financial Officer | Jan 2025–present | Executive finance leadership and principal financial/accounting officer responsibilities |
| Gain Therapeutics | Vice President Finance | Jan 2024–Jan 2025 | Finance leadership; transitioned to PFO role effective Jan 6, 2025 |
| Gain Therapeutics | Principal Financial Officer (interim) | Feb 21, 2024–Apr 5, 2024 | Served as PFO during CFO transition |
| Gain Therapeutics | Principal Accounting Officer; Senior Finance Director | Jan–Dec 2023 | Led accounting; financial reporting |
| Gain Therapeutics | Finance Director | Jul–Dec 2022 | Finance and control; onboarding |
| PwC | Assurance Manager (progressive roles) | Sep 2013–Jun 2022 | Audit/assurance experience; public company exposure |
External Roles
No external directorships or board committee roles for Mr. Fuggetta are disclosed in the 2025 proxy’s executive officer section .
Fixed Compensation
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2025 base salary and target bonus: | Metric | 2025 | |---|---| | Base Salary (USD) | $227,209 (converted from CHF 200,000 at 2024 average FX per proxy method) | | Target Annual Bonus (%) | 30% of base salary |
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Historical cash and equity mix (Summary Compensation Table): | Metric (USD) | 2023 | 2024 | |---|---:|---:| | Salary | $167,028 | $204,488 | | Stock Awards (RSUs/PSUs) – Grant-Date Fair Value | $52,767 | — | | Option Awards – Grant-Date Fair Value | $10,857 | $139,565 | | Non-Equity Incentive Plan Compensation (cash bonus) | $10,857 | $23,857 (CHF 21,000; converted at $1.136) | | All Other Compensation | — | — | | Total | $230,652 | $367,910 |
Notes:
- 2024 compensation was paid in CHF and converted to USD for SEC reporting using the 2024 average rate per proxy footnote (base CHF 180,000; bonus CHF 21,000) .
- No perquisites beyond standard benefits were disclosed for Mr. Fuggetta .
Performance Compensation
- 2024 corporate performance: Compensation Committee determined less than 60% of corporate objectives were achieved. Discretionary bonuses were awarded; Mr. Fuggetta’s actual 2024 bonus was disclosed as CHF 21,000 (reported as $23,857 using $1.136) .
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate objectives (not itemized) | N/A | N/A | <60% achieved; discretionary decision | $23,857 (CHF 21,000) | Paid for FY2024 performance |
- 2025 target bonus opportunity: 30% of base salary .
Equity Ownership & Alignment
- Insider policy: GANX prohibits hedging, short selling, trading in derivatives on company stock, holding in margin accounts, or pledging as collateral—reducing alignment risks from hedging/pledging .
- Beneficial ownership (as of April 25, 2025): 31,345 shares beneficially owned (consisting of options exercisable within 60 days); under 1% ownership .
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 31,345 | Options exercisable within 60 days of April 25, 2025; “<1%” of shares outstanding |
| Ownership as % of outstanding | <1% | As indicated in proxy (“*” denotes <1%) |
| Shares pledged | 0 permitted | Hedging/pledging prohibited by policy |
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Outstanding equity awards at FY2024 year-end (service-based options): | Grant Date | Type | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Detail | |---|---|---:|---:|---:|---|---| | 03/21/2024 | Stock Options | — | 50,000 | $4.37 | 03/21/2034 | 25% on 03/21/2025; balance monthly over 3 years (service-based) | | 03/23/2023 | Stock Options | 6,562 | 8,438 | $4.84 | 03/23/2033 | 25% on 03/23/2024; balance monthly over 3 years | | 07/01/2022 | Stock Options | 6,036 | 3,964 | $3.47 | 06/30/2032 | 25% on 07/01/2023; balance monthly over 3 years |
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Company-wide vesting mechanics (helps forecast sellable flow): options generally 10-year term; 25% vest after 1 year, remainder monthly over next 36 months; RSUs generally 25% after 1 year, remainder quarterly over 3 years .
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Stock-based comp context (Q3 2025): GANX had $3.5M unrecognized option comp cost to be recognized over 3.5 years; RSUs outstanding declined to 24,568. This signals continued monthly/quarterly vesting supply but relatively modest RSU overhang at company level .
Employment Terms
| Topic | Key Terms |
|---|---|
| Current role | SVP Finance; Principal Financial Officer (effective Jan 6, 2025) |
| Base salary | CHF 200,000 (reported as $227,209 for 2025); 2024 salary reported as $204,488 |
| Bonus | Target 30% of base salary (2025) |
| Severance (no CoC) | If terminated by Company without good cause: 6 months base salary (gross) |
| Severance (with CoC) | If terminated by Company without good cause within 12 months post-Change in Control: 12 months base salary (gross) |
| Trigger structure | Double-trigger for enhanced CoC severance (termination without good cause in CoC window) |
| Equity treatment on CoC/termination | Plan-level provisions: upon corporate transaction without assumption/continuation, outstanding awards may vest; upon “Qualifying Termination” within 12 months post-CoC, unvested awards vest in full; performance awards deemed at target unless award provides otherwise (per plan summaries) |
| Restrictive covenants | Employment agreements include non-solicitation and non-competition provisions; Swiss law referenced (art. 340c para. 2) for “good cause” terminations |
| Clawback / tax gross-ups | Not disclosed for this executive in proxy |
Investment Implications
- Alignment and retention: Pay mix is shifting toward options (no 2024 RSUs; $139.6k option grant-date value in 2024) with standard 4-year vesting, which aligns incentives to equity appreciation and creates steady monthly vesting supply. Hedging/pledging is prohibited—reducing alignment risk from collateralization .
- Near-term selling pressure: Option cliffs create dated supply points—e.g., 03/21/2025 25% cliff (12,500 options) on the 2024 grant, followed by monthly vesting thereafter, plus ongoing monthly vesting from 2022–2023 grants. Monitor corporate trading windows around these dates for potential Form 4 activity-driven flow .
- Severance economics: Double-trigger CoC protection (12 months base) is moderate for a PFO and not excessive; outside CoC, 6 months base. No disclosed tax gross-ups. These terms are retention-supportive without being shareholder-unfriendly .
- Pay-for-performance: 2024 corporate objectives were achieved at <60%, and bonuses were discretionary; Mr. Fuggetta’s actual paid bonus was CHF 21,000 ($23,857 reported). Lack of disclosed metric detail limits transparency, but realized pay was modest and below target, indicating some restraint in a sub-target year .
- Ownership: Beneficial ownership remains <1% and consists of options exercisable within 60 days—limited “skin in the game” today, but scheduled vesting will gradually increase exercisable holdings if retention continues .