Julian Gangolli

About Julian Gangolli

Julian Gangolli (age 67) has served as an independent director of Outlook Therapeutics (OTLK) since April 2020. He is a veteran specialty-pharma/commercial leader: President, North America at GW Pharmaceuticals (2015–2019), and previously President of Allergan’s North American Pharmaceuticals division (11 years); he holds a B.S. in Applied Chemistry from Kingston University. He currently serves on the public boards of Krystal Biotech and Revance Therapeutics, bringing U.S. go-to-market and specialty pharma expertise to OTLK’s board .

Past Roles

External Roles

Board Governance

• Classification and tenure: Class III director; nominated for term ending 2028; on OTLK board since April 2020 .
• Independence: Board determined he is independent under Nasdaq standards .
• Committee assignments (current):
  • Audit Committee member (Chair: Kurt Hilzinger); Audit met 4 times in FY2024 .
  • Executive Committee member (provides frequent oversight given small team/liquidity constraints) .
• Attendance: In FY2024, the Board met 5 times; all directors attended ≥75% of Board and committee meetings for which they served .
• Board leadership and independent oversight: Independent Chairman (Faisal Sukhtian). Lead Independent Director role established (Ralph “Randy” Thurman) to manage conflicts linked to the company’s largest stockholder (GMS Ventures) .

Fixed Compensation

Director fee structure changes (effective FY2025):

• Board retainer raised to $50,000; Audit member fee to $12,500 and Audit Chair to $25,000; Compensation member to $10,000 and Chair to $20,000; Nominating member to $5,000 and Chair to $10,000 .

Performance Compensation

Vesting specifics:

• Annual grants vest on the earlier of 1-year anniversary or the next annual meeting .
• Options in lieu of cash vest quarterly over the fiscal year (25% per quarter) .
• One-time 10/1/2024 grants vest fully at the first anniversary .

Other Directorships & Interlocks

OTLK’s board affirms independence for Mr. Gangolli; no related-party transactions are disclosed involving him in the related-person section (transactions primarily involve GMS Ventures and Syntone) .

Expertise & Qualifications

• Specialty pharma commercialization leader; built U.S. commercial infrastructure at GW Pharmaceuticals .
• Deep ophthalmology exposure from senior roles at Allergan (SVP U.S. Eye Care; later President North American Pharmaceuticals) .
• Scientific background (Applied Chemistry, Kingston University), extensive sales/marketing leadership .

Equity Ownership

Insider Trades (Form 4) – Awards and Positions

Note: “Post-Transaction Holdings” reflects options holdings reported in Form 4 record for that grant; beneficial ownership in the proxy (50,154) reflects options exercisable within 60 days of 1/15/2025 and is not directly comparable to total outstanding option awards .

Director Compensation (FY2024)

• Election into options: All non-employee directors except Mr. Thurman elected to receive annual cash fees in stock options; J. Gangolli’s 10/4/2023 “in-lieu” grant covered his elected fees (18,514 options; $77,500 fair value; $4.80 strike) with quarterly vesting in FY2024 .
• FY2025 raises: Board/committee retainers increased; annual director option grants increased to $265,000 grant-date fair value; initial director grant set at $245,000 fair value; annual grants now on first day of fiscal year .
• One-time FY2025 option grant: 71,169 options at $5.22 (grant-date fair value $333,000) vesting 100% at 1-year anniversary (10/1/2024 grant) .

Governance Assessment

• Strengths for investor confidence
  • Independent director; Audit Committee member, reinforcing financial oversight; Audit Committee meets regularly and is fully independent per Nasdaq/SEC rules (committee chair is audit financial expert) .
  • Attendance compliance (≥75%) and active committee structure; Board met five times in FY2024 .
  • Strong alignment via equity-heavy director compensation; directors can take fees as options; hedging and pledging are prohibited, supporting “skin-in-the-game” alignment .
• Watch items
  • Director equity awards increased materially in FY2025 (annual grant to $265k plus one-time grants), which can be a pay inflation signal in pre-revenue biopharma; monitor dilution and performance linkage of equity grants .
  • Executive Committee role concentrates oversight among select directors during liquidity-sensitive periods; requires continued robust independent oversight and clear scoping to avoid management encroachment .
  • Concentrated stockholder influence via GMS Ventures (largest stockholder) is mitigated by Lead Independent Director structure; ongoing vigilance appropriate during financing and capital structure actions .

Appendix – Reference Governance Facts (OTLK)

• Board independence determination includes Mr. Gangolli and seven other directors as independent (out of nine total) .
• Audit Committee met 4 times; Compensation Committee 5; Nominating Committee 1 in FY2024 .
• Insider Trading Policy prohibits hedging/pledging/margin; Corporate Governance Guidelines posted on IR site .

Citations:

• Biography, roles, age, independence, committees, attendance, leadership: .
• Director compensation tables/policies and option-in-lieu elections: .
• Beneficial ownership: .
• Hedging/pledging prohibitions: .
• Related-party transactions (none disclosed for Gangolli): .
• Insider trades (Form 4) and post-transaction holdings: 2023-03-31: https://www.sec.gov/Archives/edgar/data/1649989/000120919123021907/0001209191-23-021907-index.htm; 2023-10-06: https://www.sec.gov/Archives/edgar/data/1649989/000120919123052271/0001209191-23-052271-index.htm; 2024-03-08: https://www.sec.gov/Archives/edgar/data/1649989/000141588924007335/0001415889-24-007335-index.htm; 2024-10-03 (two awards): https://www.sec.gov/Archives/edgar/data/1649989/000141588924024711/0001415889-24-024711-index.htm; 2025-10-03: https://www.sec.gov/Archives/edgar/data/1649989/000164998925000007/0001649989-25-000007-index.htm.