David C. Mun-Gavin

About David C. Mun-Gavin

David C. Mun-Gavin, age 78, was appointed as an independent director of GT Biopharma on June 10, 2025; he chairs the Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees. He is currently Client Director in the International Private Banking Division at Brown Shipley (Quintet), a role he has held since October 2018; his background spans roles at Insinger De Beaufort, Credit Suisse, The Vanol Group, Swiss Bank Corporation Investment Banking Ltd., Bankers Trust International Limited, the Dr. Jonathan Beare Family Office, and Goldby, Compton and Mackelvie Durban, and he earned a certificate in the theory of accountancy from the University of Natal . The Board has determined he is independent under Nasdaq rules; GT Biopharma’s policy prohibits directors from hedging or pledging company securities, and the company states no executive officer or non‑employee director has engaged in hedging or pledging transactions as of the proxy date .

Past Roles

External Roles

No other current public company directorships were disclosed for Mr. Mun‑Gavin in the proxy statement .

Board Governance

• Independence: The Board determined Mun‑Gavin is independent under Nasdaq rules; he is one of three independent directors (alongside Casamento and Kramer) on a four‑member Board .
• Committees:
  • Audit Committee: Member; committee chaired by Charles J. Casamento; all members independent; Casamento designated as the financial expert .
  • Compensation Committee: Chair; oversees executive pay, non‑employee director pay, and equity/incentive plans .
  • Nominating & Corporate Governance Committee: Member; committee chaired by Hilary Kramer; handles director nominations and governance policy .
• Attendance/Engagement: In FY 2024, the Board held 6 meetings; Audit held 4, Compensation 1, Nominating 0; each director then serving attended ≥75% of Board and applicable committee meetings; the Special Committee was disbanded March 26, 2024 (note: Mun‑Gavin joined in 2025) .
• Hedging/Pledging: Company policy prohibits hedging and pledging; none of the executive officers or non‑employee directors had engaged in hedging or pledging transactions as of the proxy date .

Fixed Compensation

FY 2024 director compensation was entirely cash-based for named non‑employee directors; no stock or option awards were granted in FY 2024 to non‑employee directors per disclosure .

Performance Compensation

The Compensation Committee retained Pearl Meyer in January 2024 as an independent consultant to advise on board compensation program design and market data; the committee assessed and found no conflicts of interest with the consultant .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: Certificate in the theory of accountancy, University of Natal .
• Domain Expertise: Private banking, investment banking, and family office leadership across multiple institutions (finance, governance, client advisory) .
• Board Qualifications: Independent director; Compensation Committee Chair; Audit Committee member; governance committee member; Board emphasizes risk oversight and committee roles in compensation, financial reporting, and independence/conflict management .

Equity Ownership

Policy prohibits hedging/pledging; company reports no hedging/pledging by non‑employee directors as of proxy date .

Governance Assessment

• Committee leadership and independence: Mun‑Gavin is independent and chairs Compensation at a time when GT Biopharma engaged an independent advisor (Pearl Meyer) to re‑evaluate board compensation, a positive governance signal; he also sits on Audit and Nominating, supporting board effectiveness .
• Ownership alignment: As of June 10, 2025, Mun‑Gavin reported no beneficial ownership; combined with the FY 2024 emphasis on cash retainer rather than equity, this suggests limited immediate pay‑for‑performance alignment for directors until any future equity program adjustments occur .
• Conflicts/related-party exposure: The proxy discloses no director‑related transactions above the materiality threshold since 2023; Cytovance became a related party (>5% holder) with extensive R&D services, but no link to Mun‑Gavin is disclosed .
• Attendance/engagement: Prior year directors met ≥75% attendance; while Mun‑Gavin was not serving in 2024, committee structures and charters are in place, and the Board delineates risk oversight responsibilities across committees .
• RED FLAGS:
  • No personal share ownership as of record date (potential alignment gap) .
  • Advanced age (78), which can raise succession/continuity questions, though many boards value seasoned financial expertise .
  • Director pay structure historically mostly cash with minimal equity participation in FY 2024 (alignment risk until updated) .
• Mitigating factors:
  • Strong independence designation and prohibition on hedging/pledging .
  • Formal committee charters and disclosure of financial expert on Audit; Compensation Committee oversight and use of independent consultant .