Jeffrey Riley
About Jeffrey Riley
Jeffrey Riley (age 62) is an independent director of Gain Therapeutics, Inc. (GANX) since May 2019. He has 25+ years across biopharma operating roles, venture capital, and business development; education includes a B.S. from Boise State University and an MBA/MIM from Thunderbird, with advanced science work at UCSF and Berkeley . In 2024, he attended 100% of Board and committee meetings on which he served, signaling strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synthetic Biologics, Inc. | President & CEO and Director | Mar 2010 – Dec 2017 | Led clinical-stage microbiome therapeutics; negotiated alliances and financings |
| SmithKline Beecham; Pfizer | Various roles in big pharma | Not disclosed | Business development and general management capacities |
| Queensland Biocapital Fund / QIC | Venture capital roles | Not disclosed | Venture financing for product development |
| Various US/Australia boards | Director (public and private) | Not disclosed | Multiple board memberships (not itemized) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caravan Biologix, Inc. | Chief Executive Officer and Director | Current | Operating CEO while serving on GANX Board |
| Blink TBI | Executive Chairman | Current | Executive board leadership |
Board Governance
- Independence: Affirmatively determined independent per Nasdaq rules .
- Committee memberships (2024):
- Audit Committee member
- Compensation Committee Chair
- Not on Nominating & Corporate Governance
- Attendance: 100% of four Board meetings and relevant committee meetings in FY2024 .
- Board composition: Eight directors; majority independent .
- Hedging/Pledging policy: Company prohibits hedging, short selling, publicly traded options, and pledging/margin accounts—positive alignment signal .
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $60,500 | Includes annual and committee retainers per policy |
| Option Awards (Grant-date fair value) | $9,506 | ASC 718 value; not realized economic value |
| Total | $70,006 | Sum of cash plus option grant value |
Director compensation policy schedule (for context):
- Annual Board retainer: $40,000
- Audit Chair $17,000; Audit Member $7,500
- Compensation Chair $13,000; Compensation Member $5,000
- Nominating Chair $11,000; Nominating Member $5,000
Performance Compensation (Director)
| Metric | Policy Terms | 2024 Application |
|---|---|---|
| Initial Option Grant Size | 42,000 options; 3-year vesting (1/3 at year 1, then monthly) | Not applicable in 2024 (initial grants only upon appointment) |
| Annual Option Grant Size | 15,000 options at each annual meeting; 12-month monthly vesting | Directors, incl. Riley, received annual option grants; value $9,506 for 2024 |
| Exercise Price | Fair market value on grant date; 10-year term | As per grants made in 2024 |
| Change-in-Control | Full vesting immediately prior to closing for director annual/initial awards | Protective acceleration |
Note: GANX does not disclose TSR/EBITDA/revenue-linked metrics for director equity; equity is time-vested per policy .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Caravan Biologix, Inc. | CEO & Director | No GANX-related transaction disclosed |
| Blink TBI | Executive Chairman | No GANX-related transaction disclosed |
No related-party transactions disclosed involving Riley. A separate related-party relationship exists with Chairman Khalid Islam via Minoryx (licenses; no payments in 2024/2023), but not involving Riley .
Expertise & Qualifications
- Business development, alliance structuring, venture financing; 25+ years in biopharma .
- Education: B.S. Boise State University; MBA/MIM from Thunderbird; advanced science work at UCSF and UC Berkeley .
- Committee leadership experience: Chairs Compensation Committee; member of Audit Committee .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Jeffrey Riley | 30,000 | 81,982 | 111,982 | <1% |
Additional director option inventory (context):
- Options outstanding at year-end 2024 for Riley: 81,982 .
Policy constraints:
- No hedging, pledging, short selling, or publicly traded options activity permitted for insiders .
Governance Assessment
- Committee roles and independence: Riley is independent, chairs Compensation, and serves on Audit—positions that influence pay design and oversight of financial reporting. All committee members meet Nasdaq independence requirements .
- Attendance/engagement: 100% attendance across Board and relevant committees in 2024—strong engagement and reliability signal .
- Compensation alignment: Director pay balanced between cash retainers and time-vested options; annual option awards vest monthly over one year, supporting ongoing alignment without short-term bonus metrics .
- Equity “skin-in-the-game”: 111,982 beneficially owned (incl. near-term exercisable options), with anti-hedging/pledging policy—alignment positive .
- RED FLAG – Legal proceedings: Former CEO Matthias Alder sued GANX (Sep 18, 2024), later amended to add Jeffrey Riley and Chairman Khalid Islam as defendants; mediation occurred Mar 31, 2025 and settlement negotiations ongoing. While the merits and exposure are not disclosed, the naming of a sitting director is a governance risk indicator, potentially affecting investor confidence until resolved .
- Related-party transactions: None involving Riley; Minoryx relationship involves Chairman Islam, with no payments in 2024/2023—manage via Audit Committee oversight and related-party policy .
- Compensation Committee process: The Committee (chaired by Riley) meets ≥4x/year, uses discretion, has authority to engage independent compensation consultants, and evaluates adviser independence per SEC/Nasdaq factors—appropriate governance design for pay decisions .