Karim Galzahr
About Karim Galzahr
Karim Galzahr, age 52, joined OS Therapies’ board on January 28, 2025 pursuant to terms in financing agreements; the board has classified him as an independent director under NYSE American and SEC rules . He is Managing Partner at OKG Capital (founded 2022) and CEO of OKG Services SA, with over 30 years in finance (M&A, asset management, corporate development) across technology and medtech sectors; he holds a B.A. in Philosophy, Politics and Economics from the University of Oxford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OKG Capital | Managing Partner | 2022–present | Early-stage medtech/life sciences investing; strategic finance expertise |
| OKG Services SA | Chief Executive Officer | 2022–present | Medtech/life science management; operational leadership |
| Edo Investments Limited | Investment Manager | 2021–present | Public/private investments oversight |
| MJ Assets Limited | Investment Advisor | 2021–present | Advisory on disruptive tech with social impact |
External Roles
| Organization | Role | Tenure | Nature |
|---|---|---|---|
| NeoTX Holdings, Inc. | Director | Nov 2024–present | Private clinical-stage immuno-oncology |
| 52 North Health Ltd. | Director | Oct 2024–present | Private remote monitoring/home diagnostics (oncology, neutropenic sepsis) |
| iQure Pharma Inc. | Director | Mar 2023–present | Private therapeutics for neurodegenerative diseases |
| Deeplook Medical, Inc. | Director | Jan 2023–present | Private breast cancer imaging software |
No current public company directorships are disclosed; all listed boards are privately held entities .
Board Governance
- Independence: Board determined all non-employee directors, including Galzahr, are independent; only CEO Paul Romness is non-independent .
- Committees: As of 2025, Audit Committee (Ciccio, McKean Dieser, Search), Compensation Committee (Search, Jarry, Ciccio), Nominating & Corporate Governance (Ciccio, Jarry, Search); Galzahr is not listed on any committee .
- Attendance and engagement: In 2024 the board held 4 meetings and each director attended ≥75% of board/committee meetings; regular meetings include executive sessions without management . Galzahr joined in 2025, so 2024 attendance benchmarks predate his tenure .
Fixed Compensation
| Component | Amount |
|---|---|
| Annual retainer – Chairman | $5,000 per year |
| Annual retainer – Board members | $0 (no member retainer) |
| Committee chair fees | $0 for Audit, Compensation, Nominating |
| Meeting fees | Not disclosed (policy emphasizes limited cash) |
2024 director compensation showed option grants to other non-employee directors; Galzahr was elected in 2025 and his specific 2025 compensation was not disclosed in the proxy .
Performance Compensation
- Directors may receive equity (e.g., options) under the 2023 Incentive Compensation Plan; the plan permits options, restricted stock, deferred stock, other stock-based awards, and performance awards, with per-person annual limits (up to 1,000,000 shares per award type) .
- No specific performance metrics tied to director compensation (e.g., revenue growth, EBITDA, TSR) are disclosed for Galzahr .
Other Directorships & Interlocks
- Investor-linked appointment: Galzahr’s board election was made “in accordance with the terms” of financing agreements (Securities Purchase Agreement dated Dec 30, 2024/Special Meeting financing); he was not appointed to any committee at the time of election .
- Related-party transactions: Company reports no related-party transactions involving Galzahr in the last two years; no family relationships disclosed .
Expertise & Qualifications
- Finance and strategic advisory: 30+ years across technology and medtech; expertise in M&A, asset management, corporate development .
- Life sciences/medtech governance: Board roles across oncology diagnostics, remote monitoring, neurodegenerative therapeutics, and imaging software bolster sector knowledge relevant to OS Therapies .
- Education: B.A. in PPE (Oxford) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Common | Notes |
|---|---|---|---|
| Karim Galzahr | — | — | No beneficial ownership disclosed as of Aug 20, 2025 |
Security ownership table shows no shares or derivatives held by Galzahr as of the record date; other directors and large holders are listed separately .
Governance Assessment
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Strengths:
- Independent director with deep financial and medtech experience; broad external biotech exposure supports board effectiveness in capital allocation and partnerships .
- Minimal cash compensation structure for directors aligns with cash conservation typical of emerging biotech; encourages equity-based alignment over time .
-
Watch items/RED FLAGS:
- Appointment linked to financing agreements suggests potential investor representation; monitor for conflicts between minority investor preferences and broader shareholder interests .
- As of the 2025 proxy, the board had not yet adopted formal insider trading and hedging policies; adoption was planned during 2025. Lack of formal policies is a governance risk until implemented .
- No disclosed stock ownership by Galzahr as of Aug 20, 2025; absent ownership guidelines and holdings, “skin-in-the-game” alignment may be limited initially .
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Committee engagement:
- Not currently serving on Audit/Compensation/Nominating committees, which may limit direct influence on oversight (risk, pay, nominations) until future assignments are made .
-
Shareholder rights context:
- Company proposed a Rights Agreement (poison pill) authorization in 2025, to deter >15% accumulations without board approval; investors should monitor timing/terms if implemented .
Overall: Galzahr adds financial and sector depth as an independent director, but his investor-linked appointment and absence from key committees, combined with pending adoption of core trading/hedging policies, warrant continued monitoring for alignment and governance rigor .