Michael Friedman
About Michael Friedman
Michael Friedman (age 47) joined the Galera Therapeutics (GRTX) Board in December 2024 as a Class I director. He is a principal and executive in residence at Emerald Bioventures, LLC (life sciences incubator/VC) since December 2023, with 20+ years in healthcare investment banking (M&A, leveraged finance, capital markets) at Bank of America, Merrill Lynch, Jefferies, and Ladenburg; he holds an MBA (University of Chicago) and BBA (University of Wisconsin) and previously served on the board of Akari Therapeutics plc (formerly Peak Bio) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerald Bioventures, LLC | Principal and Executive in Residence | Dec 2023–present | Company formation, corporate finance/operations within portfolio |
| Bank of America; Merrill Lynch; Jefferies; Ladenburg | Investment Banking (Healthcare) – M&A, leveraged finance, capital markets | 20+ years (prior to Dec 2023) | Venture rounds, PIPEs, licensing, sell/buy-side M&A, IPOs, debt financings, asset sales/divestitures |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Emerald Bioventures, LLC | Principal and Executive in Residence | Current | Since Dec 2023 |
| Akari Therapeutics plc (formerly Peak Bio) | Director | Prior | Previously served on board |
Board Governance
- Board structure: 5 directors; classified board (three classes). Friedman is a Class I director (term expires at the 2026 annual meeting) .
- Independence: The Board identified three independent directors—Lawrence Alleva, Kevin Lokay, and Nancy Chang—under Nasdaq standards (GRTX is OTC). Michael Friedman is not listed among independent directors in the proxy’s independence determination .
- Leadership: CEO (J. Mel Sorensen, M.D.) is also Chair; no Lead Independent Director currently appointed (Board may appoint one in future) .
- Committees: As presented, Audit (Alleva—Chair; Lokay), Compensation (Lokay—Chair; Alleva), Nominating & Corporate Governance (Alleva—Chair; Lokay). Friedman is not shown as a member of any committee in the proxy’s committee matrix .
- Attendance: In 2023 there were 20 Board meetings; each then‑serving director attended at least 75% of Board and committee meetings. (Friedman joined in Dec 2024; 2023 attendance disclosure does not apply to him) .
- Shareholder voting: At the Feb 24, 2025 annual meeting, Class II nominees were elected; auditor ratified (vote totals provided). This does not involve Friedman directly but informs investor sentiment on governance processes .
Fixed Compensation (Director)
Galera’s 2023 non‑employee director program (structure still referenced in the latest proxy):
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $35,000 | Cash; payable quarterly |
| Chair of Board or Lead Independent Director fee | $25,000 | Additional to retainer |
| Audit Chair | $15,000 | Additional |
| Audit member (non‑chair) | $7,500 | Additional |
| Compensation Chair | $10,000 | Additional |
| Compensation member (non‑chair) | $5,000 | Additional |
| Nominating & Corporate Governance Chair | $8,000 | Additional |
| Nominating member (non‑chair) | $4,000 | Additional |
| Initial equity grant (on joining Board) | Option for 96,000 shares | FMV strike; 10‑yr term; vest over 36 months |
| Annual equity grant | Option for 48,000 shares (non‑chair) or 64,000 (chair/lead independent) | Vests in a single installment prior to next annual meeting/first anniversary |
| Optional in‑lieu‑of‑cash election | Options in lieu of cash fees | Number based on Black‑Scholes; quarterly vesting |
Note: The proxy does not provide an individualized 2024/2025 compensation line for Michael Friedman (he joined Dec 2024); only the program terms and 2023 director compensation for then‑incumbents are disclosed .
Performance Compensation (Director)
- Non‑employee directors receive stock options as equity; no performance‑based metrics (e.g., TSR, EBITDA) are used for director pay. Options have FMV exercise price, standard vesting (initial: monthly over 36 months; annual: cliff prior to next AGM) and accelerate upon a change in control .
- Anti‑hedging: Directors are prohibited from hedging Company equity (e.g., collars, swaps, exchange funds) under the Insider Trading Compliance Policy .
No director performance metric table is applicable—directors are not paid based on operating performance measures .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Considerations |
|---|---|---|
| Akari Therapeutics plc (formerly Peak Bio) | Former Director | Prior public board; no current interlock disclosed with GRTX counterparties |
| Nova Pharmaceuticals, Inc. (acquired by GRTX 12/30/2024) | Shareholder prior to merger | Friedman received 8,326.269 shares of GRTX Series B non‑voting convertible preferred at closing; he was appointed to GRTX Board the same day. This is disclosed within “Merger with Nova” related‑party section . |
Expertise & Qualifications
- Finance and transactions: 20+ years in healthcare investment banking (M&A, leveraged finance, capital markets; IPOs, PIPEs, venture, licensing) .
- Company building: Executive in residence/principal at life sciences incubator/VC (Emerald Bioventures) with remit for company formation and operational finance .
- Education: MBA—University of Chicago; BBA—University of Wisconsin .
Equity Ownership
| Holder | Instrument | Amount | Ownership % / Notes |
|---|---|---|---|
| Michael Friedman | Common stock (beneficial ownership as of Jan 22, 2025) | Not reported with a positive value; row shows no shares and no % for Friedman in the ownership table | Indicates no reportable common beneficial ownership within 60 days as of record date |
| Michael Friedman | Series B Non‑Voting Convertible Preferred (acquired at Nova merger closing 12/30/2024) | 8,326.269 shares; each share convertible into 1,000 common shares (subject to conditions) | Not counted in the beneficial ownership table (conversion subject to specified conditions); Friedman appointed to Board at closing |
- Anti‑hedging policy prohibits hedging of Company equity by directors .
- No pledging or stock ownership guideline disclosures specific to directors are provided in the proxy.
Governance Assessment
-
Positives
- Capital markets and M&A expertise directly relevant to GRTX’s strategic pivot (Nova acquisition) and financing needs .
- Anti‑hedging policy aligns directors with shareholders and limits misalignment risk .
- Audit pre‑approval, related‑party transaction policy, and committee charters in place; Audit Committee oversight of related‑party transactions .
-
Watch items / Red flags
- Independence: Board designates only Alleva, Lokay, and Chang as independent; Friedman is not listed as independent in the proxy, coincident with his status as a Nova seller receiving Series B preferred and immediate Board appointment (related‑party optics) .
- Committee concentration: All three committees are staffed solely by Alleva and Lokay; Friedman holds no committee role per the proxy’s matrix, which concentrates oversight in two individuals .
- Leadership structure: CEO/Chair duality with no Lead Independent Director may reduce independent counterbalance during a strategic transition .
- Ownership alignment: No reportable beneficial common ownership as of the record date; Series B preferred held by Friedman is convertible subject to conditions and not counted as beneficially owned—investors may seek clarity on conversion triggers/timing and potential voting/economic alignment .
- Attendance: No attendance track record yet disclosed for Friedman (joined Dec 2024); investors should monitor 2025 attendance disclosure .
Notes on Related‑Party/Conflict Oversight
- The proxy describes a formal Related Person Transaction Policy with Audit Committee review/approval protocols; the Nova merger disclosures list Friedman’s and Chang’s Series B preferred received at closing and their Board appointments the same day, providing transparency on the transaction and director involvement .
Appendix: Board & Committee Snapshot (as disclosed)
- Board: Alleva; Chang (Ph.D.); Friedman; Lokay; Sorensen (CEO/Chair) .
- Committees:
- Audit: Alleva (Chair); Lokay .
- Compensation: Lokay (Chair); Alleva .
- Nominating & Corporate Governance: Alleva (Chair); Lokay .
References
- Director biography, age, tenure, prior roles/education .
- Board structure, independence determination .
- Leadership structure (CEO/Chair; no Lead Independent Director) .
- Meetings/attendance .
- Committees and charters; committee membership and chairs .
- Non‑employee director compensation program and equity terms .
- Security ownership table (Friedman row), record date .
- Related‑party policy; Nova merger consideration received by Friedman; Board appointment at closing .
- Annual meeting voting results (context) .