Chris Cain
About Chris Cain
Chris Cain, Ph.D., was appointed to Galecto’s Board on November 10, 2025, following the Damora transaction and concurrent $285M private placement led by Fairmount Funds . He serves as Director of Research at Fairmount and previously held investment roles at Samsara BioCapital, Apple Tree Partners, and RA Capital, and was a writer/editor at BioCentury. He holds a B.A. (UC Santa Barbara) and a Ph.D. in Biochemistry & Molecular Biology (UCSF) . As of his Form 3 filing, he reported no beneficial ownership of Galecto securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairmount Funds Management LLC | Director of Research | Apr 2020–present | Lead investor in GLTO’s $285M private placement concurrent with Damora acquisition |
| Samsara BioCapital | Investment roles (prior to 2020) | Not disclosed | Public and private biotech investing |
| Apple Tree Partners | Investment roles (prior to 2020) | Not disclosed | Public and private biotech investing |
| RA Capital Management | Investment roles (prior to 2020) | Not disclosed | Public and private biotech investing |
| BioCentury Publications | Writer and Editor | Not disclosed | Industry research and communications |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Viridian Therapeutics (VRDN) | Director | Public | Board service disclosed in GLTO 8-K |
| Cogent Biosciences (COGT) | Director | Public | Board service; Fairmount’s Peter Harwin chairs COGT’s board, creating an interlock |
| Jade Biosciences (JBIO) | Director | Public | Board service disclosed in GLTO 8-K |
Board Governance
- Board service: Appointed Director effective Nov 10, 2025 .
- Committee assignments: Compensation Committee Chair; Compensation Committee member (Chair) .
- Other committees: Ms. Bruno (Audit), Mr. Harwin (Nominating & Corporate Governance) .
- Independence: The 8-K does not state independence for Dr. Cain; he is employed by Fairmount, which led the $285M financing, indicating a potential affiliation with a significant investor .
- Indemnification: To enter the standard director indemnification agreement .
- Attendance: Not yet applicable; appointment occurred after the 2024 attendance disclosures .
Fixed Compensation
GLTO’s non-employee director fee schedule (per 2025 proxy); Cain will be compensated under this program:
| Component | Amount (USD) | Notes |
|---|---|---|
| Board retainer (member) | $40,000 | Annual cash retainer |
| Board Chair additional retainer | $35,000 | Only for Chair of Board (not applicable to Cain) |
| Audit Committee (member / chair) | $10,000 / $10,000 | Annual committee fees |
| Compensation Committee (member / chair) | $7,500 / $7,500 | Cain chairs this committee |
| Nominating & Corporate Governance (member / chair) | $5,000 / $5,000 | Annual committee fees |
Cain is eligible for the Board retainer plus Compensation Committee chair retainer under the policy; actual cash paid will follow board service timing and any additional roles .
Performance Compensation
GLTO’s director equity is service-vested options under the non-employee director program:
| Equity Element | Quantity | Vesting | Terms |
|---|---|---|---|
| Initial option grant | 720 shares | 2.778% monthly over 36 months | Granted upon initial appointment; strike = FMV at grant; COC acceleration |
| Annual option grant | 720 shares | 8.333% monthly over 12 months | Granted at each annual meeting; strike = FMV; COC acceleration |
| Chair of the Board annual grant | 1,440 shares | 8.333% monthly over 12 months | Only for Board Chair (not applicable to Cain) |
No director performance metrics (TSR, EBITDA, ESG) apply; awards are time-vested options under the policy .
Other Directorships & Interlocks
| Counterparty | Nature | Governance Signal |
|---|---|---|
| Fairmount Funds | Employer; led GLTO’s $285M private placement | Potential influence/affiliation with significant investor |
| Cogent Biosciences (COGT) | Cain is director; Fairmount’s Harwin is Chair | Interlock among GLTO directors via Fairmount portfolio board roles |
Expertise & Qualifications
- Scientific training: Ph.D. in Biochemistry & Molecular Biology (UCSF) .
- Deep biotech capital markets and company-building experience (RA Capital, Apple Tree Partners, Samsara, Fairmount) .
- Editorial/analytical background at BioCentury .
- Committee leadership: Compensation Committee Chair at GLTO .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Source/Date |
|---|---|---|---|
| Christopher W. Cain | 0 | 0% | Form 3 (event 11/10/2025; filed 11/17/2025) |
Note: Cain’s Form 3 reported no beneficial ownership at appointment. The 8-K states he will be compensated per the director program, which typically includes options; any subsequent holdings will appear in Form 4/5 filings .
Governance Assessment
-
Strengths:
- Capital markets and portfolio strategy expertise aligned with GLTO’s post-transaction pipeline expansion; brings Compensation Committee leadership experience and will oversee clawback policy administration as part of committee charter .
- Adds scientific rigor (Ph.D.) and multi-asset board exposure (VRDN, COGT, JBIO) to GLTO’s board skill mix .
-
Risks/Red Flags:
- Affiliation conflict risk: Cain is an employee of Fairmount, which led GLTO’s $285M private placement and whose partners (Harwin, Bruno) joined the board alongside Cain. While the 8-K states no Item 404(a) transactions requiring disclosure for the new directors, the investor affiliation and contemporaneous financing/board refresh present perceived independence and influence considerations to monitor .
- Board interlocks: Shared service at Cogent (COGT) between Cain and Harwin indicates network consolidation across Fairmount portfolio companies, which can affect perceived independence and information flow .
- Independence status for Cain is not stated in the filing; Nasdaq independence determinations should be disclosed in the next proxy after the transaction .
-
Policy mitigants:
- Related-party transaction review resides with the Audit Committee; insider trading policy generally prohibits hedging/pledging without audit committee approval; compensation clawback policy is in place and committee-administered .
Insider Filings
| Form | Date of Event | Filed | Key Details |
|---|---|---|---|
| Form 3 | 11/10/2025 | 11/17/2025 | Director; no securities beneficially owned at filing; POA on file |
Notes on Compensation & Incentives (Director-Specific)
- Cash: Eligible for $40,000 annual board retainer; plus Compensation Committee chair fee of $7,500 under 2025 policy .
- Equity: Eligible for time-vested stock options (initial and annual) as outlined; no performance metrics apply to director equity .
- Clawback: Corporate compensation recovery policy applies to incentive-based pay earned by executive officers following an accounting restatement; Compensation Committee administers policy (oversight relevance for Cain as Chair) .
Transaction Context and Board Changes
- On November 10, 2025, GLTO acquired Damora in a stock-for-stock transaction and closed a $285M private placement led by Fairmount; board was reconstituted to add Peter Harwin (Fairmount), Chris Cain (Fairmount), and Julianne Bruno (Fairmount). Departing directors included Anne Prener, David Shapiro, and Amy Wechsler .
- Committee reassignments at closing: Cain named Compensation Committee Chair; Bruno joined Audit; Harwin joined Nominating & Corporate Governance .
Potential Conflicts or Related-Party Exposure
- The 8-K states there are no arrangements or Item 404(a) transactions requiring disclosure for Cain’s appointment; however, Fairmount’s role as lead investor in the $285M financing, coupled with three Fairmount-affiliated directors joining simultaneously, represents a governance concentration that investors should monitor (e.g., independence determinations, recusal on matters involving Fairmount, and Audit Committee oversight of any future related-party transactions) .