J. Mel Sorensen

About J. Mel Sorensen

J. Mel Sorensen, M.D., age 68, has served as President, CEO, and Director of Galera Therapeutics since 2012, and became Chairman of the Board in January 2025. He trained in medicine at University College Dublin (M.B., B.Ch., B.A.O.), completed internal medicine residency in St. Louis, oncology fellowship at Mayo Clinic, and was a Senior Investigator at the NCI; he held leadership roles at Bayer and GlaxoSmithKline and was CEO of Ascenta Therapeutics before Galera . His board and advisory roles include Esanik Therapeutics, Medsyn Biopharma, PlanetVerify Ltd., NIH Biomarkers Consortium, and Irish Cancer Society .

Recent operating performance context:

• The company halted all clinical development in late 2023 following an FDA CRL and GRECO-2 futility, pursued dissolution in 2024, then acquired Nova Pharmaceuticals in Dec-2024 to pivot to anti-cancer therapeutics .

Operating performance (annual):

Values retrieved from S&P Global.*

Past Roles

External Roles

Fixed Compensation

• Base salary increased in March 2023 from $601,635 to $619,479 per Radford benchmarking .
• 401(k): 100% match up to 4% of contributions; fully vested when made .

Performance Compensation

Annual bonus mechanics and outcomes:

Option awards:

Plan design notes:

• Annual bonuses determined by Board vs pre-set corporate objectives; Sorensen’s FY2023 target 55% of base; no payout due to missed significant goals and financial constraints .
• Long-term incentives are stock options that generally vest monthly over 4 years; performance-vesting awards (if any) governed by specific award agreements .

Equity Ownership & Alignment

Beneficial ownership (as of Jan 22, 2025):

Outstanding equity awards (Sorensen) as of Dec 31, 2023:

Policy alignment:

• Anti-hedging policy prohibits hedging/derivative transactions that offset declines in company stock .
• Pledging: No explicit pledging permissions disclosed; no pledging disclosed for Sorensen in proxies .
• Ownership guidelines: Not disclosed in proxy; independence assessed per Nasdaq criteria for non-employee directors .

Insider selling pressure:

• Proxy filings do not include Form 4 transaction summaries; no 10b5-1 plans disclosed in proxy materials .

Employment Terms

Board Governance

• Role: President, CEO, Director since 2012; Chairman of the Board starting Jan-2025 .
• Board leadership: Combined CEO + Chairman; Board believes structure benefits communication and strategic pivot; no Lead Independent Director currently, but may appoint in future .
• Board composition (2025): Alleva, Chang, Friedman, Lokay, Sorensen .
• Independence: Board judges Alleva, Lokay, Chang as independent per Nasdaq guidelines .
• Committees and roles:
  • Audit: Members Alleva (Chair), Lokay; met 7 times in 2023 .
  • Compensation: Members Lokay (Chair), Alleva; met 2 times in 2023; Radford/AON engaged as consultant (no conflict) .
  • Nominating & Corporate Governance: Members Alleva (Chair), Lokay; met 1 time in 2023 .
• Attendance: 20 Board meetings in 2023; all directors attended ≥75% of Board/committee meetings .

Dual-role implications:

• CEO-Chair concentration may reduce independent oversight; absence of Lead Independent Director is a governance risk noted by some investors; Board asserts flexibility to change structure .

Compensation Structure Analysis

• Cash vs equity mix: FY2023 total comp $1.25M with $617,628 option grant and no bonus; FY2022 total $1.36M with $453,096 options and $295,446 bonus, indicating increased reliance on options and curtailed cash incentives post-2023 performance miss .
• Shift to RSUs vs options: Program uses stock options; no RSUs/PSUs disclosed for executives in 2022–2023 .
• Guaranteed vs at-risk pay: Bonus for FY2023 set at 55% target but paid $0 due to missed goals, indicating Board discretion retaining pay-for-performance integrity in a stressed period .
• Repricing/modification: No option repricing disclosed .

Related Party Transactions

• IntellectMap Corporation (CEO’s brother as CEO) provided cybersecurity advisory; fees paid $0.3M (2023) and $0.2M (2022) . Indemnification agreements with directors/officers maintained .

Performance & Track Record

• Strategic outcomes: FDA CRL for avasopasem (Aug-2023) requiring additional Phase 3; halted GRECO trials; workforce reduction; pursued dissolution in 2024; acquisition of Nova in Dec-2024 to pivot focus to anti-cancer therapeutics and appoint new independent directors (Chang, Friedman) .
• Financial trajectory: EBITDA and operating cash outflows improved in 2024 vs 2023 as activities wound down and restructuring progressed (see table above). Values retrieved from S&P Global.*

Investment Implications

• Alignment: Zero FY2023 bonus despite set targets reflects pay-for-performance discipline amid missed milestones and liquidity constraints ; options vest over time and accelerate only on qualifying CoC termination, aligning long-term incentives with enterprise outcomes .
• Retention risk: CoC protections (1.5× pay + bonus, COBRA, equity acceleration) and significant outstanding options mitigate retention risk but also create potential CoC payout overhang .
• Governance: CEO-Chair concentration without a Lead Independent Director raises oversight concerns; independent committees and active meeting cadence partially offset .
• Trading signals: Large pool of exercisable options near low strikes (e.g., $1.78; $2.24) may create event-driven liquidity if catalysts emerge; anti-hedging policy reduces misalignment risk; no pledging disclosed .
• Execution risk: The pivot through Nova acquisition and strategic reset poses substantial execution uncertainty given prior program setbacks; leadership’s oncology background is deep, but capital and clinical risk remain elevated .

Appendix: Multi-Year CEO Compensation (disclosed)