Gordon Carmichael
About Gordon Carmichael
Gordon Carmichael, Ph.D. (age 76 as of April 21, 2025) has served as an independent director of Gyre Therapeutics since October 2023. He is Professor of Genetics and Genome Sciences at the University of Connecticut Health Center (since 2003) with research focused on molecular signals controlling RNA expression and function; he holds a B.S. in Physics (Duke) and a Ph.D. in Biophysics (Harvard), with postdoctoral training at the Swiss Institute for Experimental Cancer Research and Harvard Medical School . He serves as director of the University of Connecticut Cell and Genome Engineering Core Facility (since 2017), has served on NIH review panels (2017–2018) and the R35 Review Panel (2023), is on the Editorial Boards of Biomolecules and Frontiers in Genetics (since 2017), and was Associate Editor of WIREs RNA (2010–2018); he was elected to the Connecticut Academy of Science and Engineering in 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Connecticut Health Center | Professor of Genetics & Genome Sciences | 2003–present | RNA regulation expertise supporting drug discovery |
| Univ. of Connecticut Cell & Genome Engineering Core Facility | Director | 2017–present | Oversight of engineering core capabilities |
| Harvard Medical School | Research Fellow; Assistant Professor (Pathology) | 1977–1982 | Early academic leadership and training |
| Swiss Institute for Experimental Cancer Research | Postdoctoral Fellow (Virology) | (postdoc period) | Virology research training |
| NIH | Review Panels | 2017–2018; R35 Panel (2023) | Federal research grant review experience |
| WIREs RNA | Associate Editor | 2010–2018 | Editorial leadership in RNA research |
| Biomolecules; Frontiers in Genetics | Editorial Boards | Since 2017 | Ongoing editorial stewardship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Connecticut Academy of Science and Engineering | Elected Member | 2018 | Recognition of scientific leadership |
| Academic Journals (Biomolecules; Frontiers in Genetics) | Editorial Board Member | Since 2017 | Ongoing research governance |
| WIREs RNA | Associate Editor | 2010–2018 | Editorial leadership |
Board Governance
- Board class/term: Class I; standing for election in 2025 to serve until the 2028 Annual Meeting .
- Independence: Determined independent by the Board under Nasdaq rules .
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Committee chairs: Audit—Rodney Nussbaum (Chair); Compensation—Renate Parry (Chair); Nominating—Thomas Eastling (Chair) .
- Attendance: In 2024, each director attended at least 75% of Board and relevant committee meetings; Board met 4 times; Audit 4; Compensation 4; Nominating 1 .
- Lead Independent Director: None designated currently; Executive Chair and CEO roles are separate (Chair not independent) .
- Executive sessions: Independent directors may meet in executive session at every regular Board meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) – 2024 | $52,000 | Comprised of Board non-chair retainer ($40,000), Compensation Committee member ($7,000), Nominating Committee member ($5,000) per program structure |
| Board Retainer (non-chair) | $40,000 | Annual cash |
| Compensation Committee Member | $7,000 | Annual cash |
| Nominating Committee Member | $5,000 | Annual cash |
Performance Compensation
| Equity Award | Grant Size | Vesting | 2024 Grant-Date Fair Value | Outstanding Options (12/31/2024) |
|---|---|---|---|---|
| Initial Director Option (upon joining) | 52,000 options | Vest monthly over 3 years | Included in 2024 option value | 53,866 options outstanding |
| Annual Director Option (for directors serving at Annual Meeting) | 26,000 options | Vest monthly over 1 year | Included in 2024 option value | — |
| Total Option Awards (2024 fair value) | — | — | $384,030 | — |
- Performance metrics: Director equity is time-based; no disclosed performance (financial/ESG/TSR) metrics for director compensation .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
- No public company directorships were disclosed in the biography for Dr. Carmichael .
Expertise & Qualifications
- Scientific depth: Biomolecular/RNA regulation specialist; extensive academic credentials and editorial leadership .
- Research governance: NIH review panel experience; academy membership indicates peer recognition .
- Board-relevant skills: Provides high-level biomolecular research perspective and academic insight to the Board .
Equity Ownership
| Ownership Element | Amount | % of Shares Outstanding | Notes |
|---|---|---|---|
| Beneficial Ownership (options exercisable within 60 days) | 12,178 shares | <1% | Beneficially owned via options exercisable within 60 days |
| Outstanding Options (total held) | 53,866 options | — | As of December 31, 2024 |
| Ownership Guidelines | Not disclosed | — | No director stock ownership guidelines disclosed in proxy |
| Hedging/Pledging | Hedging, short sales, and trading in publicly traded options on Company securities prohibited for insiders | — | Insider Trading Policy |
Governance Assessment
- Committee effectiveness and independence: Carmichael serves on Compensation and Nominating committees, both comprised solely of independent directors; Compensation Committee engaged Aon/Radford as independent compensation consultant in 2024, a positive signal for pay governance .
- Attendance and engagement: Met the 75%+ attendance threshold in 2024 across Board/committees, indicating acceptable engagement; Board and key committees met multiple times (Board 4; Audit 4; Compensation 4; Nominating 1) .
- Controlled company dynamics (RED FLAG): Gyre qualifies as a Nasdaq “controlled company” and relies on certain governance exemptions, resulting in a Board that is not majority independent and director nominees not selected solely by independent directors; this can heighten risks around conflicts and reduce checks on management and controlling shareholder influence .
- Related-party context: Material related-party ties to GNI Japan (majority owner) include R&D service payments ($0.2M in 2024) and receivables from CPI restructuring and cost sharing; while no Carmichael-specific transactions are disclosed, the environment necessitates robust Audit Committee oversight (Audit Committee chaired by an independent director) .
- Structural conflict note (RED FLAG—board-wide): Nominating Committee Chair (Thomas Eastling) is married to the CFO (Ruoyu Chen), introducing potential perception risk around governance independence within committee leadership, though Carmichael himself is independent .
- Board leadership: No Lead Independent Director currently, though independent directors hold executive sessions each regular meeting; Chair is not independent, reinforcing the need for strong committee independence and practices .
- Director pay alignment: Cash plus option compensation aligns directors with shareholder value via equity, with time-based vesting; 2024 cash fees of $52,000 and equity grant-date value of $384,030 reflect the company’s structure and stage; no meeting fees or performance-conditioned director equity disclosed .
Implications for investors: Carmichael’s independence and scientific expertise support Board oversight in R&D-heavy strategy. However, controlled company status, non-independent Chair, and the Eastling–CFO spousal tie increase governance risk; the presence of independent committees (with Carmichael on two) and external consultant use partially mitigates this. Monitoring related-party transactions and committee decision-making quality remains critical .
Appendix: Director Compensation Program (Reference)
| Retainer Type | Cash Amount |
|---|---|
| Board Chair | $75,000 |
| Board Member (non-chair) | $40,000 |
| Audit Chair / Member | $18,000 / $9,000 |
| Compensation Chair / Member | $14,000 / $7,000 |
| Nominating Chair / Member | $10,000 / $5,000 |
| Initial Option Grant | 52,000 options; vest monthly over 3 years |
| Annual Option Grant | 26,000 options; vest monthly over 1 year |