Peter Harwin

About Peter Harwin

Peter Harwin (age 39) was appointed to Galecto’s Board of Directors on November 10, 2025, in connection with the Damora acquisition/merger closing; he is a non‑employee director and currently serves on the Nominating & Corporate Governance Committee . He is Managing Member and co‑founder (2016) of Fairmount Funds Management, a healthcare investment firm, and previously served on the investment team at Boxer Capital; he holds a B.B.A. from Emory University . Upon appointment, the company noted no arrangements or understandings pursuant to which he was selected and disclosed he will enter Galecto’s standard director indemnification agreement . Independence status for Mr. Harwin has not yet been disclosed by the Board (typically addressed in the next proxy); he is not on the Audit or Compensation Committees .

Past Roles

External Roles

Board Governance

• Current Galecto board committees following the November 10, 2025 closing: Audit Committee – Julianne Bruno appointed; Compensation Committee – Chris Cain (Chair) and Julianne Bruno; Nominating & Corporate Governance Committee – Peter Harwin appointed .
• Board leadership: Chair remains Carl Goldfischer, M.D. (independent chair per prior proxy); independence determinations for the reconstituted board will be addressed in future disclosures .
• No arrangements/understandings for Mr. Harwin’s appointment; standard director indemnification applies .

Fixed Compensation

Galecto’s non‑employee director cash retainer schedule (per 2025 proxy):

• As disclosed in the November 10, 2025 8‑K, Mr. Harwin “will be compensated as a director in accordance with the Company’s non‑employee director compensation program” described in the 2025 proxy .
• Based on his current assignment (Board member + Nominating & Corporate Governance member), the indicated cash retainers sum to $45,000 annually under the policy ($40,000 + $5,000) .

Performance Compensation

Equity awards for directors under the policy (per 2025 proxy):

• The 8‑K states Mr. Harwin will receive compensation per the program above; specific grant dates/amounts will follow standard timing (initial upon appointment; annual at shareholder meeting) .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and biotech investing expertise as Fairmount co‑founder; prior public/private biotech investing at Boxer Capital .
• Multi‑company governance experience (Chairman at Cogent Biosciences and Crescent Biopharma; director at Apogee, Spyre, Oruka), providing sector pattern recognition, deal execution, and portfolio strategy insights .
• Education: B.B.A., Emory University .

Equity Ownership

• A joint Schedule 13D filed November 17, 2025 by Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Fairmount Healthcare Co‑Invest V L.P., Peter Harwin, and Tomas Kiselak identifies the group and control structure over Galecto securities; Fairmount (managed by Harwin and Kiselak) has sole voting/dispositive power over fund holdings, with beneficial ownership disclaimers as customary .
• Form 3s filed November 17, 2025 indicate Fairmount entities and Mr. Harwin as Director and 10% Owner filers at Galecto (group status), confirming significant ownership alignment; specific share counts were not provided in the excerpted Form 3 text .

• Hedging/pledging: Galecto’s insider trading policy prohibits short‑term trading, short sales, derivatives, and pledging without Audit Committee approval, and requires pre‑clearance for directors—supportive of alignment and risk control .

Governance Assessment

• Positive signals

  • Investor‑director structure: Harwin brings deep biotech capital allocation expertise and board experience across multiple therapeutics companies—valuable for portfolio transitions (e.g., Damora mutCALR assets) and financing strategy .
  • Committee placement: Assigned to Nominating & Corporate Governance (not Audit or Compensation), mitigating potential compensation or financial reporting conflicts while enabling influence on board composition and governance practices .
  • No Item 404(a) related‑party transactions disclosed for Harwin; standard indemnification agreement applies .

• Watch items / RED FLAGS

  • Concentration of investor influence: Fairmount led the $285M private placement and three Fairmount leaders (including Harwin) joined the Board concurrently—this raises potential governance concentration and perceived conflicts, even with no Item 404(a) transaction disclosed for Harwin .
  • Beneficial ownership/control: Group filed as 10% owners; continued monitoring of ownership changes, board committee shifts, and any future transactions is warranted .
  • Independence status pending: The board’s formal independence determination for the reconstituted Board (including Harwin) has not yet been disclosed; evaluate in the next proxy .

• Investor‑confidence takeaway

  • Harwin’s addition signals a capital‑markets‑savvy board aligned with accelerated development of the Damora portfolio; however, the simultaneous financing leadership and multiple Fairmount board seats create a need for clear governance safeguards (e.g., recusals on conflicted matters, robust related‑party review by the Audit Committee) to sustain investor confidence .

Board Committee & Attendance Snapshot (Harwin)

• Committee: Nominating & Corporate Governance (member) .
• Attendance: Not yet applicable; reconstituted Board occurred November 10, 2025; prior-year attendance refers to a different board composition .

Director Compensation Program (Structure Reference)

Related‑Party & Conflicts Check

• 8‑K explicitly states there are no transactions for Harwin requiring Item 404(a) disclosure; standard indemnification agreements apply .
• The Damora transaction included a $285M private placement led by Fairmount, contemporaneous with Harwin’s appointment—Audit Committee should continue to review potential conflicts as material agreements arise .

Notable Transaction & Strategic Context

• Damora acquisition closed November 10, 2025; stock‑for‑stock structure with concurrent $285M private placement at $7.1869/share; as‑converted total common equivalents ~62.0M; runway expected into 2029 (company presentation excerpt) .
• Company quote from Harwin (incoming director) emphasized leveraging Galecto’s platform to move DMR‑001 into first‑in‑human by mid‑2026—signaling near‑term development urgency under investor‑aligned governance .

Filings Index (Harwin‑Relevant)

• 8‑K (Item 5.02) – Appointments and committee assignments (Nov 10, 2025) .
• Schedule 13D – Fairmount/Harwin group identity and control (Nov 17, 2025) .
• Form 3 – Initial statements (Fairmount entities, Kiselak, Harwin) filed as Director and 10% Owner (Nov 17, 2025) .
• 2025 DEF 14A – Director compensation policy; board structure and committee charters; related‑party policy; insider trading/hedging prohibitions .