Gwen Melincoff

About Gwen Melincoff

Gwen Melincoff (age 73) has served as an independent director of Gain Therapeutics (GANX) since January 2021. She is a seasoned business development and venture executive with 25+ years in biopharma, currently Managing Director at Gemini Advisors and advisor to Verge Genomics; she previously held senior BD roles at Shire Plc (also led Shire’s venture arm), BTG International, Adolor, and Eastman Kodak healthcare. She holds a B.S. in Biology (George Washington University), an M.S. in Management and Health Care Administration (Penn State), and is a Certified Licensing Professional; industry recognitions include Fierce Biotech “Top Women in Biotech 2013” and Corporate VC Powerlist 2012/2013 .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Melincoff is independent under Nasdaq standards; a majority of GANX directors are independent .
• Committees (2024): Compensation Committee member; not a chair. Audit Committee (no); Nominating & Corporate Governance (no). Committee chairs: Audit—Dov Goldstein; Compensation—Jeffrey Riley; Nominating—Hans Peter Hasler .
• Attendance: Board met 4 times in FY2024; each director attended 100% of Board and all committee meetings on which they served .
• Risk oversight: Compensation Committee monitors pay-related risk; Audit oversees financial and compliance risk; Nominating oversees governance effectiveness .

Fixed Compensation

Non-employee director cash retainers (policy): annual retainer $40,000; compensation committee member $5,000; committee chairs have additional retainers; chairperson of the board $35,000 .

Director compensation earned (Melincoff):

Policy mechanics:

• Payment: Retainers paid quarterly in arrears; prorated for partial quarters; reasonable meeting expenses reimbursed .
• No explicit per-meeting fees disclosed; compensation primarily via retainers and annual option grants per policy .

Performance Compensation

Annual equity awards (policy terms):

Notes:

• 2023 supplemental awards: 10,500-share options granted to directors (except Alder and Richman) due to timing of policy adoption; 1-year cliff vesting; full vesting immediately prior to change-in-control .
• Director equity awards are service-vesting; no performance-metric-based director equity disclosed .

Other Directorships & Interlocks

• Current public boards: Collegium and Protalix .
• Prior public boards: Soleno (ended June 2024), Kamada, Photocure, Tobira (acquired) .
• Interlocks/Conflicts: No GANX-disclosed related-party transactions involving Melincoff; independence affirmed. Notably, Chairman Khalid Islam has a relationship with Minoryx via a license agreement; no payments in 2023–2024—this pertains to Islam, not Melincoff .

Expertise & Qualifications

• Transactional and BD expertise across large-cap, mid-cap, and venture settings; led Shire’s Strategic Investment Group (corporate VC) .
• Certified Licensing Professional (CLP); education in biology and healthcare management .
• Recognitions: Fierce Biotech “Top Women in Biotech 2013,” Corporate VC Powerlist 2012 & 2013 .

Equity Ownership

Beneficial ownership (as of April 25, 2025):

• Director option inventory: As of year-end 2024, Melincoff had 55,558 shares underlying outstanding options .
• Hedging/Pledging: GANX insider trading policy prohibits hedging, short-selling, margin accounts, and pledging securities—mitigates misalignment risk .

Governance Assessment

• Committee role and attendance signal high engagement: 100% attendance in 2024 and active service on Compensation Committee .
• Independence and multi-board experience: Independence affirmed; current outside boards (Collegium, Protalix) provide market insights but warrant standard time-commitment monitoring; no disclosed related-party transactions involving Melincoff .
• Pay structure and alignment:
  • Cash retainer + committee member fees total $45,000, consistent with policy; equity award fair value declined year-over-year (2023: $24,901 vs. 2024: $9,506), reducing equity-heavy mix—a modest signal of lower at-risk director pay in 2024 .
  • Director options fully vest immediately prior to a change-in-control—common, but can be viewed as sale-friendly; investors may prefer double-trigger structures to avoid entrenchment risks .
• Ownership alignment: Beneficial ownership reflects vested/exercisable options; absence of pledging due to company policy supports alignment .
• RED FLAGS:
  • Change-in-control single-trigger vesting for director options (automatic full vesting) .
  • No disclosed director stock ownership guidelines—lack of formal ownership targets may limit alignment signaling .

Appendix: Committee Assignments (FY2024)

Notes on Board Changes (context)

• Eric Richman resigned from the Board effective October 6, 2025; Board size reduced from eight to seven on October 7, 2025 .