Khalid Islam
About Khalid Islam
Founder and non‑executive Chairman of the Board at Gain Therapeutics (GANX); age 69; co‑founded the company in 2017 and has served as Chairman since then. He holds a Ph.D. from Imperial College, University of London, with 35+ years in biotech/pharma leadership (Gentium, Arpida, HMR/MMD/Sanofi) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gentium S.p.A | Chairman & CEO | 2009–2014 | Led Defitelio to marketing authorization; company sold to Jazz Pharma in a $1B all‑cash merger . |
| Arpida AG | President & CEO | 1999–2008 | Took startup public on SWX; raised ~$300M across IPO/follow‑ons . |
| HMR & MMD (now Sanofi‑Aventis) | Various roles | 1987–1999 | Senior operating roles across functions . |
| Imperial College; University of Milan | Academic/Contract Professor | Pre‑industry | Scientific/teaching roles . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Fennec Pharmaceuticals Inc. | Chairman of the Board | Current | Governance leadership . |
| Minoryx Therapeutics S.L. | Chairman of the Board | Current | Potential counterparty to GANX via license; see conflicts below . |
| Kurma Biofund (Paris) | Advisor | Current | Investment advisory . |
| Indaco Ventures (Milan) | Advisor | Current | Investment advisory . |
| Immunomedics; Karolinska Development; MolMed; OxThera; Rheoscience; PCovery; Adenium; C10 Pharma | Director | Prior | Multiple prior public/private boards . |
Board Governance
- Independence: Not independent (Board determination due to Minoryx relationship) .
- Chair role: Non‑executive Chairman; sets agendas, presides over meetings, moderates executive sessions of independent directors, acts as liaison with CEO .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance in 2024; committee chairs were Goldstein (Audit), Hasler (Compensation), Riley (Nominating) .
- Attendance: Board met 4 times in FY2024; each director attended 100% of Board and relevant committee meetings .
| Governance Item | Detail | Source |
|---|---|---|
| Independence status | Not independent (Minoryx relationship) | |
| Board Chair | Chairman (non‑executive) | |
| 2024 Board meetings | 4; 100% attendance | |
| Committee membership (2024) | Islam not listed on Audit/Comp/Nom‑Gov | |
| Committee chairs (2024) | Audit: Goldstein; Comp: Hasler; Nom‑Gov: Riley |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Option Awards Fair Value ($) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 9,506 | 84,506 |
- Director cash retainer framework: $40,000 annual; non‑executive chair additional $35,000; committee chair/member retainers per policy (Audit chair $17,000; Comp chair $13,000; Nom‑Gov chair $11,000; members $5,000–$7,500) .
- Equity: Annual option grants to non‑employee directors of 15,000 options on AGM date; initial grant 42,000 options for new directors; 10‑year term; monthly vesting; change‑in‑control full vesting immediately prior to closing .
Performance Compensation
Directors do not have disclosed performance‑based cash metrics (e.g., revenue/EBITDA/TSR) tied to compensation; equity awards vest based on service and accelerate on change‑in‑control as specified in policy.
| Metric Category | Disclosure | Source |
|---|---|---|
| Cash bonus metrics for directors | Not disclosed/applicable | |
| Equity performance metrics | Service‑based vesting; CIC acceleration; no PSUs disclosed for directors |
Other Directorships & Interlocks
| Counterparty | Relationship to GANX | Nature of Tie | Terms/Status |
|---|---|---|---|
| Minoryx Therapeutics S.L. | Licensing partner | GANX holds exclusive worldwide license to SEE‑Tx® and certain sublicenses; Islam chairs Minoryx | Royalty: high single‑digit to low single‑digit on net revenues per product; royalty term through 10th anniversary of first commercialization; no payments under agreement in 2024 or 2023 . |
| Fennec Pharmaceuticals | External board | No disclosed transactional tie to GANX | Current chair role; no related‑party transactions disclosed in proxy . |
Expertise & Qualifications
- Proven value‑creation and transaction leadership: Defitelio approval and $1B sale (Gentium); IPO and $300M capital raised (Arpida) .
- Deep biopharma operating experience (Sanofi lineage) and scientific training (Ph.D., Imperial College) .
- Extensive boardroom exposure across multiple public/private companies and current chair roles .
Equity Ownership
| Holder/Form | Shares/Units | Detail | % of Outstanding |
|---|---|---|---|
| 1 MM & 1 PP AG (ultimate owner: Islam) | 880,784 | Beneficially owned via entity | 2.99% (portion of total below) |
| Khalid Islam (direct) | 50,000 | Common shares | 0.17% (portion of total below) |
| Options (exercisable ≤60 days) | 68,770 | Director options exercisable within 60 days | 0.23% (portion of total below) |
| Total beneficial ownership | 999,554 | Sum of above | 3.40% |
- Hedging/shorting/pledging: Company insider trading policy prohibits hedging transactions, short selling, holding in margin accounts, and pledging company securities as collateral .
Governance Assessment
- Positives: Strong board attendance (100%); separation of Chair and CEO; deep transaction/science credentials; meaningful ownership (3.40%) aligning incentives; hedging/pledging prohibited by policy .
- Concerns/RED FLAGS:
- Independence: Board has formally determined Islam is not independent due to his Minoryx relationship; he also serves as Chairman, moderating executive sessions of independent directors—an atypical construct that can weaken independent oversight .
- Related‑party exposure: Active chair role at Minoryx while GANX maintains a license; although no payments occurred in 2023–2024, the structure creates ongoing conflict potential (royalty‑bearing arrangement) .
- Litigation: Former CEO Matthias Alder filed suit naming GANX, Jeffrey Riley, and Khalid Islam; mediation occurred March 31, 2025 and settlement negotiations are ongoing—introduces governance/legal overhang for investors .
- Compensation mix: Director pay is primarily fixed cash with modest option grants; no performance‑conditioned equity for directors—alignment relies on ownership and service‑vested options rather than outcome‑based metrics .
Implications: The Minoryx tie materially affects independence and poses conflict‑management demands on the Audit Committee and full Board; investors should monitor any Minoryx‑related payments, amendments, or transactions, and the resolution of the Alder litigation, which may signal governance robustness or fragility .