Carl Goldfischer
About Carl Goldfischer
Carl Goldfischer, M.D. (age 66) has served on Galecto’s board since 2020 and as independent Chair of the Board since July 2021. He is a former Investment Partner/Managing Director at Bay City Capital (2000–2020; now on its Scientific Advisory Board) and previously served as CFO of ImClone Systems. He holds a B.A. from Sarah Lawrence College and an M.D. with honors in Scientific Research from Albert Einstein College of Medicine. He is designated Galecto’s audit committee financial expert and is considered independent by the board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bay City Capital LLC | Investment Partner, Managing Director, Board Member, Executive Committee; currently Scientific Advisory Board | 2000–2020; SAB (current) | Life sciences investor/operator experience; governance and capital allocation expertise |
| ImClone Systems | Chief Financial Officer | Until mid-2000 | Public company CFO; financial reporting and capital markets experience |
| Epizyme, Inc. (Nasdaq: EPZM) | Director | Sep 2009–Aug 2022 | Public biotech board experience |
| Imara Inc. (Nasdaq: IMRA) | Director | Jan 2016–Feb 2023 | Public biotech board experience |
External Roles
| Entity | Role | Notes / Potential Interlocks |
|---|---|---|
| Bridge Medicines LLC | Executive Chairman | GLTO acquired assets from Bridge in Oct 2024; Goldfischer’s dual role creates a related‑party linkage |
| Bay City Capital LLC | Scientific Advisory Board (current) | Bay City Capital funds are shareholders of GLTO and shareholders of Bridge Medicines |
Board Governance
- Board leadership: Independent Chair of the Board (Goldfischer) .
- Independence: Board determined all directors except the CEO are independent under Nasdaq and SEC rules; Goldfischer is independent .
- Committee assignments:
- Audit Committee: Chair; designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee: Member (Chair is Jayson Dallas, M.D.) .
- Attendance/engagement: In 2024 the Board held 22 meetings, committees held 10; each director attended at least 75% of applicable meetings. Seven directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in regular executive sessions .
Fixed Compensation
Director retainer structure (as disclosed; annual, paid quarterly):
| Component | Member Annual Fee ($) | Chair Annual Fee ($) |
|---|---|---|
| Board of Directors | 40,000 | 35,000 |
| Audit Committee | 10,000 | 10,000 |
| Compensation Committee | 7,500 | 7,500 |
| Nominating & Corporate Governance Committee | 5,000 | 5,000 |
| Financing Committee (if applicable) | 15,000 | 10,000 |
2024 actual cash fees (reported in 2025 Proxy):
| Director | Fees Earned or Paid in Cash ($) |
|---|---|
| Carl Goldfischer, M.D. | 100,559 |
Performance Compensation
Equity awards (time-based stock options):
- Annual grant on each annual meeting date: 720 shares for non-employee directors; Chair receives 1,440 shares; vests 8.333% monthly over 12 months; option exercise price at fair market value on grant date .
- Initial appointment grant: 720 shares; vests 2.778% monthly over 36 months .
- Options become fully exercisable upon specified change-in-control events .
- No PSUs/RSUs or performance metrics disclosed for directors; awards are time-based options only .
Reported option award values:
| Year (Compensation Year) | Option Awards – Grant Date Fair Value ($) |
|---|---|
| 2024 | 13,636 |
| 2023 | 57,689 |
As of 12/31/2024: Goldfischer held options to purchase 5,760 shares (aggregate outstanding) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates |
|---|---|---|---|
| Epizyme, Inc. (EPZM) | Public | Director | Sep 2009–Aug 2022 |
| Imara Inc. (IMRA) | Public | Director | Jan 2016–Feb 2023 |
| Bridge Medicines LLC | Private | Executive Chairman | Not dated; disclosed in related‑party section |
Interlocks/conflicts:
- Related-party transaction: In Oct 2024, GLTO acquired assets from Bridge Medicines for consideration including 62,594 common shares and 160.562 shares of Series A Preferred Stock; Goldfischer is Executive Chairman of Bridge and Chair of GLTO, and Bay City Capital funds affiliated with him are shareholders in both GLTO and Bridge .
- Mitigations disclosed: Bridge agreed not to vote 62,594 common shares on the conversion proposal; a 19.99% beneficial ownership blocker applies to preferred conversion; Series A preferred is non‑voting (except limited protective provisions) .
Expertise & Qualifications
- Capital markets and financial reporting: Former public-company CFO (ImClone) and designated audit committee financial expert .
- Life sciences investing/board experience: Two prior public biotech directorships and two decades in life sciences venture capital (Bay City Capital) .
- Medical training: M.D., Albert Einstein College of Medicine (with honors); B.A., Sarah Lawrence College .
Equity Ownership
Beneficial ownership as of April 15, 2025:
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown / Notes |
|---|---|---|---|
| Carl Goldfischer, M.D. | 47,603 | 3.6% | 384 shares directly; 40,801 (Bay City Capital Fund V, L.P.); 777 (Bay City Capital Fund V Co‑Investment Fund, L.P.); 5,640 options exercisable within 60 days |
| Shares outstanding (context) | 1,322,359 | — | Shares outstanding as of record date for 2025 meeting |
Additional equity detail:
- Options outstanding at 12/31/2024 (across all non‑employee directors): Goldfischer held options to purchase 5,760 shares (total), indicating ongoing alignment via equity .
- Hedging/pledging: Company policy prohibits hedging and pledging without Audit Committee approval; no pledges by Goldfischer are disclosed .
Shareholder Votes and Director Support
2025 Annual Meeting results (Item 5.07 8‑K, June 20, 2025):
| Proposal | For | Withheld/Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Carl Goldfischer, M.D. (Class II) | 219,253 | 23,053 (withheld) | — | 435,515 |
| Elect David Shapiro, M.D. (Class II) | 226,360 | 15,946 (withheld) | — | 435,515 |
| Approve Preferred Stock Conversion (Bridge Medicines) | 226,407 | 15,099 | 800 | 435,515 |
| Ratify Auditor (EY) | 660,974 | 16,319 | 528 | — |
2024 Annual Meeting key outcomes:
- Reverse stock split approved (15,283,182 For; 1,830,713 Against; 90,286 Abstain) .
Policies and Controls Relevant to Governance
- Compensation recovery (clawback) policy adopted Nov 16, 2023; no recoveries required in 2024 .
- Insider trading policy prohibits short selling, hedging, and pledging without Audit Committee approval; pre‑clearance required for directors .
- Related-party oversight: Audit Committee reviews/approves related-person transactions; chartered responsibility includes cybersecurity risk oversight and related‑party reviews .
Governance Assessment
Strengths
- Independent Board Chair plus Audit Committee Chair/financial expert enhance oversight of financial reporting, auditor independence, and risk (including cybersecurity) .
- Strong meeting cadence and attendance (≥75% for all directors) indicates active engagement .
- Transparent disclosure of related‑party transaction with Bridge Medicines and adoption of structural mitigants (non‑voting preferred, 19.99% blocker, restriction on Bridge voting of its 62,594 common shares on the conversion proposal) .
- Director equity via time‑vested options promotes alignment; clawback policy in place .
Watch‑outs / RED FLAGS
- Related‑party exposure: Goldfischer simultaneously serves as GLTO Board Chair and Executive Chairman of Bridge Medicines, the counterparty to the October 2024 asset acquisition; Bay City Capital funds affiliated with him are shareholders in both entities. This raises conflict‑of‑interest risks that require continued rigorous Audit Committee oversight and robust recusals in deliberations and approvals .
- Director support: While re‑elected, the 2025 vote shows a non‑trivial withhold rate (23,053 withheld vs 219,253 for), which investors may monitor for governance signals over time .
Director Compensation (Detail and Mix)
| Year (Service Year) | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 100,559 | 13,636 | 114,195 |
| 2023 | 97,500 | 57,689 | 155,189 |
- Structure changes: Post reverse‑split, annual option share counts for directors were reset (annual 720; Chair 1,440), with 12‑month monthly vesting; prior (pre‑split) grants were 18,000 (annual) and 36,000 (Chair) with analogous vesting .
- No meeting fees disclosed; compensation consists primarily of board/committee retainers and annual option grants .
Related‑Party Transactions (Context)
- Bridge Medicines asset purchase (Oct 2024) consideration: 62,594 GLTO common shares and 160.562 shares of Series A non‑voting convertible preferred; conversion to 160,562 common shares subject to stockholder approval and 19.99% ownership cap; Bridge agreed not to vote its 62,594 common shares on the conversion proposal .
- Policy: Related‑party transactions require Audit Committee review/approval .
Say‑on‑Pay & Shareholder Feedback
- As an “emerging growth company,” GLTO is exempt from holding nonbinding advisory votes on executive compensation; no say‑on‑pay vote data is provided .
Summary Implications for Investors
- Board effectiveness is supported by an independent Chair/Audit Chair with deep financial and biotech domain expertise and strong attendance, but investors should monitor ongoing mitigation of the Bridge Medicines conflict and any future related‑party dealings (including recusals and independent committee oversight). The 2025 withhold rate for Goldfischer, though modest, is a signal to watch alongside execution on conflict controls and transparent disclosures .