Amit Munshi

About Amit D. Munshi

Amit D. Munshi, 57, has served as an independent Class III director of Galecto since 2020. He is a seasoned biopharmaceutical executive, most recently President/CEO and board member of ORNA Therapeutics (May 2024–March 2025) and previously President/CEO and board member of ReNAgade Therapeutics (May 2023–May 2024). He holds a B.S. in Economics and a B.A. in History from UC Riverside and an M.B.A. from the Peter F. Drucker School of Management at Claremont Graduate University .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Audit Committee (Audit Committee members: Jayson Dallas, M.D.; Carl Goldfischer, M.D. [Chair]; Amit D. Munshi). All members meet Nasdaq/SEC independence; the Chair is designated an “audit committee financial expert.” Responsibilities include oversight of financial reporting, internal controls, pre‑approval of auditor services, related‑party transaction review/approval, and cybersecurity/data protection risk oversight .
• Independence: The Board determined all directors other than the CEO are independent under Nasdaq/SEC standards; Munshi is independent .
• Attendance: In 2024 the Board met 22 times; Board committees met 10 times in total. Each director attended at least 75% of applicable Board and committee meetings; seven directors attended the 2024 annual meeting . The Audit Committee held four meetings in 2024 .
• Governance practices: Independent directors hold executive sessions; the Board oversees risk with an independent Chair (Carl Goldfischer) and committee‑based risk coverage .

Fixed Compensation

• Program design: Non‑employee directors receive cash retainers for Board and committee service; chairs receive higher retainers; fees paid quarterly. Initial option grant of 720 shares upon joining; annual option grant of 720 shares at each annual meeting (Chair receives 1,440). Initial grants vest monthly over three years; annual grants vest monthly over one year; options are at FMV on grant date and become fully exercisable upon certain change‑in‑control events .

Performance Compensation

• Clawback: Company adopted a Compensation Recovery Policy in Nov 2023 (Nasdaq‑compliant) requiring recovery of incentive‑based compensation upon restatements; no recoveries required for 2024. Policy applies to executive incentive pay; director fees/options are not described as performance‑based under the policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership in biotech across development, commercial, and corporate strategy, including CEO roles at Arena, Epirus, Percivia, ORNA, ReNAgade; senior roles at Amgen .
• Transaction execution: Led companies through acquisitions (Arena→Pfizer; Percivia→J&J; Kythera→Allergan), and founder experience at Oxeia .
• Education: B.S. Economics; B.A. History (UC Riverside); M.B.A. (Claremont Graduate University, Drucker School) .

Equity Ownership

• Shares outstanding: 1,322,359 as of Apr 21, 2025 (record date) .
• Director option holdings (as of Dec 31, 2024): Munshi held options to purchase 6,527 shares in total under director program .

Governance Assessment

• Strengths

  • Independence and committee role: Munshi is an independent director and serves on the Audit Committee, which oversees financial reporting integrity, related‑party review, and cybersecurity risks—critical for investor confidence .
  • Attendance: Met at least 75% attendance in a high‑activity year (22 Board meetings), indicating engagement .
  • Alignment safeguards: Company prohibits director hedging/pledging without Audit Committee approval and requires pre‑clearance of trades; equity awards for directors are time‑vested, with transparent grant mechanics .
  • Clawback policy: Nasdaq‑compliant recovery policy in place for executive incentive pay, supporting overall governance rigor .

• Risks / RED FLAGS

  • Prior bankruptcy involvement: Epirus Biopharmaceuticals filed Chapter 7 in July 2016 during Munshi’s prior tenure as CEO—historic context that some investors may consider in assessing track record .
  • Multi‑board service: Concurrent public boards (ZURA, IKT) may raise time‑commitment questions, though 2024 attendance thresholds were met .
  • Ownership alignment: Beneficial ownership is <1% (6,659 shares including options exercisable within 60 days), offering limited “skin‑in‑the‑game” relative to total outstanding shares, though consistent with small‑cap norms and director pay scale .
  • Board‑level related‑party transaction: October 2024 Bridge Medicines deal involves the Chair’s external role; mitigation includes formal Audit Committee oversight of related‑party transactions in accordance with policy .

• Additional notes

  • EGC status: As an emerging growth company through Dec 31, 2025, GLTO is exempt from non‑binding advisory votes on executive compensation (say‑on‑pay), limiting a shareholder feedback mechanism on pay practices .
  • Director compensation mix: For 2024, Munshi’s compensation was primarily cash retainer plus modest option grant; no director performance‑linked pay disclosed .

Overall, Munshi’s independence and audit oversight responsibilities support board effectiveness and risk control. The historical Epirus bankruptcy and limited personal ownership are watch‑items; however, governance controls (related‑party review, anti‑hedging/pledging, clawback for executives) and adequate attendance temper concerns .