Hans T. Schambye
About Hans T. Schambye
Hans T. Schambye, M.D., Ph.D., age 60, is President & Chief Executive Officer of Galecto and has led the Galecto group since November 2011; he has served as a director since 2020. He holds an M.D. from Odense University and a Ph.D. in Health Care and Medicine from Copenhagen University . He is an inside (non‑independent) director on a classified board chaired by an independent director (Carl Goldfischer, M.D.), with committees composed solely of independents . Galecto’s proxies do not disclose CEO TSR/revenue/EBITDA performance metrics as part of its pay design and, as an emerging growth company (EGC), the company provides reduced compensation disclosure and is exempt from say‑on‑pay for now .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Galecto group | Chief Executive Officer | Nov 2011–present | Led the company through strategic pivots and public listing; current inside director at Galecto, Inc. since 2020 . |
| ReceptIcon A/S | Chief Executive Officer | 2006–2009 | Operated Danish biotech; CEO leadership experience . |
| Gastrotech Pharma A/S | SVP R&D; Chief Executive Officer | 2004–2006 | Advanced to CEO; deepened operational leadership in biotech . |
| Maxygen (U.S.) | Director of Biology & Pharmacology; Head of Portfolio Management | (earlier career) | Portfolio and biology leadership at U.S. biotech . |
| ProFound Pharma A/S | Co‑founder | (acquired by Maxygen in 2000) | Company creation/exit experience . |
External Roles
- No additional current public company directorships or committee roles are disclosed for Dr. Schambye in the latest proxies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 473,182 | 505,741 | 526,084 (DKK 3,625,012; 2025 base held flat) |
| Target Bonus (% of base) | 60% | 60% | 60% |
Notes:
- 2025 base salary was not increased from 2024 .
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Cash Bonus ($) | 226,953 | 181,600 (60% metrics achievement) | 303,156 (proxy table); narrative elsewhere states $181,600, indicating a discrepancy in 2025 proxy |
| Option Awards (Grant‑date FV, $) | 694,682 | 277,774 | 258,879 |
| Stock Awards (RSUs, Grant‑date FV, $) | — | — | 142,000 |
| Other / Special ($) | — | — | 199,431 (one‑time special bonus for contributions during strategic alternatives review) |
| Total ($) | 1,394,817 | 965,115 | 1,429,550 |
Performance plan structure and governance:
- Target annual bonus: 60% of salary; bonuses are discretionary based on individual/company performance; 2024 target bonus table confirms 60% for CEO .
- Retention program (Oct 2024): separate cash award equal to 100% of target bonus, payable at the earlier of Dec 31, 2025, a Sale Event, or termination without Cause; CEO target bonus set at DKK 2,173,800 .
- Clawback policy (Nasdaq‑compliant) adopted Nov 16, 2023; applies to incentive compensation tied to financial reporting metrics for 3 fiscal years preceding any restatement; no recoveries required to date .
- Hedging/pledging: short sales prohibited; hedging/derivatives and pledging prohibited absent Audit Committee approval; pre‑clearance required for executives/directors .
Equity Ownership & Alignment
- Beneficial ownership (as of April 15, 2025): 67,919 shares (4.9% of outstanding), consisting of 3,397 common shares and 64,522 options exercisable within 60 days .
- Company shares outstanding at record date: 1,322,359 .
- Pledging/hedging: policy restricts these activities; no pledging by Dr. Schambye is disclosed .
- Ownership guidelines: not disclosed in the proxies .
Outstanding equity (12/31/2024):
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes/Vesting |
|---|---|---|---|---|---|
| Stock options (grant 3/22/2020) | 270 | — | 99.50 | 3/22/2030 | Fully vested at grant . |
| Stock options (3/22/2020) | 728 | — | 119.50 | 3/22/2030 | Fully vested at grant . |
| Stock options (3/22/2020) | 780 | — | 149.25 | 3/22/2030 | Fully vested at grant . |
| Stock options (6/24/2020) | 8,319 | — | 48.75 | 6/24/2030 | Fully vested . |
| Stock options (10/6/2020) | 20,798 | — | 192.50 | 10/6/2030 | Fully vested . |
| Stock options (1/5/2021) | 9,009 | 191 | 325.00 | 1/5/2031 | 25% vested 1/5/2022; monthly to 1/4/2025 . |
| Stock options (1/4/2022) | 8,391 | 3,109 | 81.00 | 1/4/2032 | 25% vested 1/4/2023; monthly to 1/4/2026 . |
| Stock options (1/4/2023) | 5,750 | 6,250 | 30.25 | 1/4/2033 | 25% vested 1/4/2024; monthly to 1/4/2027 . |
| Stock options (10/9/2024) | 1,838 | 42,262 | 7.49 | 10/9/2034 | Vests in 48 equal monthly installments from grant . |
| RSUs (1/3/2024 grant) | — | 8,000 | — | — | One‑third vested 1/3/2025; remaining vest ratably every six months thereafter; market value $37,200 at 12/31/24 (close $4.65) . |
Insider selling pressure framing:
- As of 12/31/2024, the majority of CEO options were significantly out‑of‑the‑money versus the $4.65 year‑end stock price (e.g., strikes from $7.49 to $325), reducing near‑term monetization incentive from options; RSUs vest semi‑annually post‑1/3/2025 and can create periodic liquidity events subject to trading windows/plans .
Employment Terms
- Service agreement (April 2013): at‑will with notice periods (CEO may resign with 3 months’ notice; company may terminate with 9 months’ notice on the last day of a month); base salary set and adjusted at company discretion; eligible for discretionary annual bonus .
- Separation Benefits Plan (adopted June 30, 2021):
- Non‑change‑in‑control termination without Cause / Good Reason resignation: 15 months’ base salary (CEO), vesting acceleration for awards scheduled during the severance period (time‑based), pro‑rated bonus (performance‑based), and applicable benefits for U.S. executives (not applicable to CEO located outside U.S.) .
- Change‑in‑control (Sale Event or within 24 months) termination without Cause / Good Reason: lump sum of 18 months’ base salary (CEO), 100% vesting acceleration (time‑based awards), and 150% of target bonus in cash .
- 280G cutback to avoid excise tax if beneficial (best‑net approach) .
- Retention agreement (Oct 2024): cash payment equal to 100% of target bonus at the earlier of 12/31/2025, a Sale Event, or termination without Cause; CEO target bonus amount DKK 2,173,800 .
- Clawback: recovery of incentive compensation tied to financial reporting in case of restatement (3‑year lookback) .
- Non‑compete/non‑solicit: not disclosed in proxies .
Board Governance
- Board structure: 7–8 directors, classified into three classes; CEO is a Class III director (term expiring at the 2026 meeting) .
- Independence: all directors except CEO are independent under Nasdaq/SEC rules; no family relationships disclosed .
- Chair/CEO roles: separated; board chaired by independent director (Carl Goldfischer, M.D.) .
- Committees (independent only):
- Audit: Goldfischer (Chair), Dallas, Munshi; financial expert designated; 4 meetings in 2024 .
- Compensation: Shapiro (Chair), Prener; 5 meetings in 2024; engaged Alpine Rewards as consultant in 2024 .
- Nominating & Corporate Governance: Dallas (Chair), Goldfischer; 1 meeting in 2024 .
- Board activity: 22 board meetings in 2024; each director attended ≥75% of meetings; 7 directors attended 2024 annual meeting .
- Insider trading/hedging/pledging policy strengthens governance; pre‑clearance required for directors/executives .
- Related‑party oversight: Audit Committee reviews/approves related‑party transactions; disclosure notes Chair’s role at Bridge Medicines in 2024 asset purchase, with shareholder approval sought for preferred conversion .
Director compensation (for reference; CEO not eligible as employee):
- Annual cash retainers: Board Member $40,000; Chair of Board $35,000 (additional); committee retainers as disclosed .
- Equity: annual non‑employee director option grants (720 shares; Chair 1,440) with monthly vesting over one year; initial grant (720 shares) vests monthly over three years; options accelerate on certain change‑in‑control events .
Compensation Structure Analysis
- Mix shift and risk profile: 2024 introduced RSUs ($142k grant‑date FV), reducing exclusive reliance on options (2024 options $258.9k vs $277.8k in 2023), which lowers performance leverage and shortens time‑to‑liquidity versus options .
- Guaranteed vs at‑risk: CEO target bonus remained 60% of salary; actual “Bonus” reported rose in 2024 to $303.2k (but narrative also cites $181.6k for 2024, which aligns with the 2023 bonus—indicating a proxy narrative inconsistency); a one‑time special bonus ($199.4k) was paid in 2024 tied to strategic alternatives work, increasing cash pay mix for retention .
- Equity timing: a large tranche of options was granted on Oct 9, 2024 (two days after announcing the Bridge Medicines acquisition); the company disclosed and analyzed grant timing vs MNPI; the grant’s fair value is detailed and the near‑term price move was −4.5% around the disclosure window .
- Consultant independence: Alpine Rewards LLC engaged by Compensation Committee during 2024 to advise on compensation matters .
Director Service and Dual‑Role Implications
- Dual role: CEO and director (not Chair), with independent Chair and fully independent committees, mitigates CEO/Chair consolidation risks and supports oversight separation .
- Attendance and governance hygiene: board and committee attendance thresholds met; executive sessions of independents held regularly .
- Independence: CEO is the sole non‑independent director .
Say‑on‑Pay & Shareholder Feedback
- As an EGC, Galecto is exempt from holding a nonbinding advisory say‑on‑pay vote and provides reduced compensation disclosure; no historical say‑on‑pay percentages are disclosed .
Investment Implications
- Alignment and retention: CEO holds 4.9% beneficial ownership inclusive of near‑term exercisable options, and a 2024 retention bonus entitlement equal to 100% of target bonus through 2025 or Sale Event; combined with a 15–18 month salary severance framework and equity acceleration terms, retention risk appears mitigated through 2025 while also creating cash outlay obligations on separation .
- Selling pressure near term: most outstanding options were out‑of‑the‑money at 12/31/2024 ($4.65 close vs strikes ≥$7.49), limiting incentive to exercise and sell; however, RSUs vest semi‑annually post‑1/3/2025 and can create periodic sellable shares, subject to trading windows and pre‑clearance .
- Pay‑for‑performance transparency: bonuses remain discretionary with limited metric disclosure; the 2024 narrative inconsistency on bonus size vs the summary table warrants monitoring; presence of a Nasdaq‑compliant clawback and hedging/pledging restrictions helps governance quality .
- Governance oversight: separation of Chair/CEO; independent committees; active board cadence; disclosed related‑party transaction oversight in the Bridge Medicines deal (with shareholder approval for preferred conversion) temper governance risk .
Disclosure note: The 2025 proxy’s Summary Compensation Table reports a 2024 CEO bonus of $303,156, while the employment narrative states $181,600 for 2024; this mirrors the CEO’s 2023 bonus figure and may be a narrative carry‑over error. We cite both as disclosed and flag the inconsistency for diligence follow‑up. **[1800315_0000950170-25-060552_glto-20250429.htm:27]** **[1800315_0000950170-25-060552_glto-20250429.htm:28]** **[1800315_0000950170-24-049811_glto-2024-def_14a_v2.htm:25]** **[1800315_0000950170-24-049811_glto-2024-def_14a_v2.htm:26]**
Appendix — Additional Data
- Board/committee activity and composition: board (22 meetings, ≥75% attendance); Audit (4), Compensation (5), Nominating & Corporate Governance (1) .
- Beneficial ownership table includes detailed breakdowns for management and 5% holders (e.g., Novo Holdings A/S at 7.6%) .
- Auditor fees and independence oversight disclosed (EY Denmark) .
- Reverse split and listing compliance background in 2024 proxy; not directly related to CEO incentives but relevant to capital structure context .