Lawrence Alleva
About Lawrence Alleva
Independent director of Galera Therapeutics since 2019; age 75. Former PwC partner (39 years, 28 as partner), including U.S. Ethics & Compliance Leader for PwC’s Assurance Practice (2006–2010). Education: B.S. Accounting (Ithaca College); attended Columbia University’s Executive M.B.A. non-degree program; Certified Public Accountant (inactive). Current external public company directorships: Bright Horizons Family Solutions, Mersana Therapeutics, and Adaptimmune Therapeutics PLC—chairs the audit committee at each. Core credentials: finance expertise; designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner; U.S. Ethics & Compliance Leader, Assurance Practice | 1971–2010; Leader 2006–2010 | Led ethics/compliance for PwC Assurance; extensive pharma/biotech client work |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Bright Horizons Family Solutions, Inc. | Director | Current | Audit Committee Chair |
| Mersana Therapeutics, Inc. | Director | Current | Audit Committee Chair |
| Adaptimmune Therapeutics PLC | Director | Current | Audit Committee Chair |
| TESARO, Inc. | Director | Prior (to sale in Jan 2019) | Audit Committee Chair |
| Mirna Therapeutics, Inc. | Director | Prior (to merger in Sept 2017) | Audit Committee Chair |
| GlobalLogic, Inc. | Director | Prior (to sale in June 2014) | Audit Committee Chair |
Board Governance
- Committee assignments (GRTX, current): Audit Committee Chair; Nominating & Corporate Governance Committee Chair; Compensation Committee member. Audit Committee membership determined independent under Rule 10A-3; Alleva designated “audit committee financial expert.”
- Independence: Board determined Alleva qualifies as independent under Nasdaq guidelines; no disqualifying relationships disclosed.
- Attendance: Board held 20 meetings in 2023; each director attended at least 75% of Board and applicable committee meetings. Committee meeting counts: Audit (7), Compensation (2), Nominating & Corporate Governance (1).
- Leadership structure: CEO serves as Chairman; Board has not appointed a Lead Independent Director but may do so in the future.
- Shareholder support: Re-elected as Class II director at the Feb 24, 2025 annual meeting (For: 27,501,778; Withhold: 3,359,405; Broker non-votes: 10,682,973).
Fixed Compensation
| Component (Program Design) | 2023 | 2025 Proxy Program (current) |
|---|---|---|
| Annual cash retainer (non-employee director) | $35,000 | $35,000 |
| Chair of Board / Lead Independent | $25,000 | $25,000 |
| Audit Chair / Member | $15,000 / $7,500 | $15,000 / $7,500 |
| Compensation Chair / Member | $10,000 / $5,000 | $10,000 / $5,000 |
| Nominating & Corporate Governance Chair / Member | $8,000 / $4,000 | $8,000 / $4,000 |
| Alleva – Actual Director Compensation | 2022 | 2023 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $55,000 | $55,000 |
| Option Awards ($, ASC 718 grant-date FV) | $16,692 | $148,907 |
Notes:
- Directors may annually elect to receive options in lieu of cash fees; Alleva elected to take cash fees for 7/1/2023–6/30/2024 in options (see Performance Compensation).
Performance Compensation
| Equity Award Detail (Director Program) | Grant/Measure | Terms |
|---|---|---|
| Initial director option grant (upon election) | 96,000 shares | 10-year term; vests in 36 equal monthly installments; exercise price at grant FMV; full vesting on change in control |
| Annual director option grant | 64,000 shares (Chair/Lead) or 48,000 shares (other directors) | Vests in single installment by day before next annual meeting or 1-year anniversary; 10-year term; FMV exercise price; full vesting on change in control |
| Options in lieu of cash fees (Alleva election) | 22,762 shares (granted July 2023) | In lieu of $27,500 cash fees for 7/1/2023–12/31/2023 and $27,500 for 1/1/2024–6/30/2024; exercise price $3.12; vests in equal quarterly installments |
Other Directorships & Interlocks
| External Entity | Relationship to GRTX | Potential Conflict / Interlock Assessment |
|---|---|---|
| Bright Horizons, Mersana, Adaptimmune (audit chair roles) | No disclosed transactions with GRTX | No related-party transactions with these entities disclosed; low direct conflict risk based on filings |
Expertise & Qualifications
- Finance and audit leadership (PwC partner; U.S. Ethics & Compliance Leader) with deep pharma/biotech exposure; CPA (inactive); audit committee financial expert designation.
- Corporate governance leadership (chairs two Board committees at GRTX).
Equity Ownership
| As of | Common Shares (direct/trust) | Options Exercisable within 60 Days | Total Beneficial Ownership |
|---|---|---|---|
| Jan 22, 2025 | 10,370 (direct) + 0 trust disclosed in 2025 table | 133,812 | 144,182 |
| Dec 31, 2023 (aggregate options position) | — | 133,812 (exercisable & unexercisable aggregate at year-end) | 133,812 |
- Anti-hedging policy in place for directors (prohibits hedging/derivatives that offset declines).
Governance Assessment
- Strengths: Independent director with extensive audit and ethics leadership; designated audit committee financial expert; chairs Audit and Nominating committees; consistent meeting attendance; strong shareholder support in 2025 vote.
- Alignment: Elected to receive options in lieu of cash fees, increasing equity linkage; program provides annual equity grants with defined vesting and change-in-control treatment.
- Risks/Red Flags: No Lead Independent Director while CEO is Chairman—can constrain independent oversight in sensitive transitions; consider appointing a Lead Director.
- Related-party exposure: Company-level related-party transactions disclosed (e.g., cybersecurity consulting with CEO’s brother’s firm); no transactions involving Alleva disclosed.
- Compensation structure: Material year-over-year increase in option grant value for Alleva in 2023 linked to fee election; monitor equity-heavy mix and vesting to ensure continued pay-for-service alignment in distressed/transition periods.
Appendix – Committee Activity and Attendance
| Committee | 2023 Meetings | Chair | Membership |
|---|---|---|---|
| Audit | 7 | Lawrence Alleva | Alleva; Lokay |
| Compensation | 2 | Kevin Lokay | Alleva; Lokay |
| Nominating & Corporate Governance | 1 | Lawrence Alleva | Alleva; Lokay |
Vote Outcome (Confidence Signal)
| Proposal | For | Withhold/Against | Broker Non-Votes/Abstain |
|---|---|---|---|
| Election of Lawrence Alleva (Class II) | 27,501,778 | 3,359,405 | 10,682,973 |