Gwen Melincoff
Protalix BioTherapeuticsAbout Gwen A. Melincoff
Gwen A. Melincoff (age 73) has served as an independent director of Protalix BioTherapeutics since January 2020. She is a seasoned biotech/pharma business development and venture professional with 25+ years of licensing, M&A, venture investing, research operations, marketing, and product management experience. Education: B.S. Biology (George Washington University) and M.S. Management & Health Care Administration (Penn State); Certified Licensing Professional (CLP). Recognitions include “Top Women in Biotech 2013” (Fierce Biotech) and Powerlist 100 of Corporate Venture Capital (2012–2013).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BTG International Inc. | VP, Business Development | Aug 2014–Sep 2016 | Business development and licensing leadership |
| Shire plc | SVP, Corporate Development; Head, Strategic Investment Group (VC arm) | Prior to 2014 (years not specified) | Led corporate development and venture investing |
| Adolor Corporation | VP, Business Development | Not disclosed | BD leadership |
| Eastman Kodak (healthcare businesses) | Executive positions | 10+ years | Healthcare segment management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gain Therapeutics, Inc. (NASDAQ: GANX) | Director | Current | Not disclosed |
| Collegium Pharmaceutical, Inc. (NASDAQ: COLL) | Director | Current | Not disclosed |
| Soleno Therapeutics, Inc. (NASDAQ: SOLN) | Director | Apr 2019–Jun 2024 | Not disclosed |
| Photocure ASA | Director | Apr 2017–Jun 2020 | Not disclosed |
| Kamada Ltd. (NASDAQ/TASE: KMDA) | Director | Jan 2017–Jan 2019 | Not disclosed |
| Tobira Therapeutics (acquired by Allergan plc) | Director | Jun 2014–Nov 2016 | Not disclosed |
Board Governance
- Independence: The Board determined Ms. Melincoff is an independent director under NYSE American and SEC rules.
- Committee assignments: Current committee rosters list Audit & Finance (Ben Zvi, Bar Shalev, Schwartz), Compensation (Bar Shalev, Ben Zvi, Schwartz), and Nominating (Bar Shalev, Forster, Schwartz); Ms. Melincoff is not listed on these committees.
- Attendance and engagement: Directors held 6 board meetings in 2024; Audit & Finance met 4 times; Compensation met 3 times; Nominating did not meet. All current directors attended at least 75% of meetings and Ms. Melincoff participated in the 2024 annual meeting. Non‑management directors hold separate sessions at least twice per year.
- Chair roles: No chair role disclosed for Ms. Melincoff.
- Lead independent director: Not disclosed.
- Governance policies: Insider Trading Policy prohibits pledging, short sales, options/derivatives, and hedging; trades restricted during blackout periods.
Fixed Compensation
| Year | Annual Retainer (Cash) ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 45,000 | Not disclosed | Not disclosed | 45,000 |
| 2023 | 41,250 | Not disclosed | Not disclosed | 41,250 |
Notes:
- A new non‑employee director program approved in Sep 2023 set annual cash at $45,000 for non‑chair directors (Chairman $70,000).
Performance Compensation
| Grant Date | Instrument | Quantity | Exercise/Grant Price ($) | Vesting | Fair Value/Accounting Note |
|---|---|---|---|---|---|
| 2025-09-03 | Stock Options | 15,000 | 1.64 | Not disclosed in Form 4 | Form 4 award; director; link: https://www.sec.gov/Archives/edgar/data/1006281/000141588925023706/0001415889-25-023706-index.htm |
| 2025-09-03 | Common Stock (RSU/Restricted) | 7,500 | 0.00 | Not disclosed in Form 4 | Form 4 award; director (indirect); link: https://www.sec.gov/Archives/edgar/data/1006281/000141588925023706/0001415889-25-023706-index.htm |
| 2023-09-29 | Stock Options | 61,676 | 1.66 | Vests quarterly in 12 equal increments over 3 years | 2023 program; valuation captured as option awards ($38,660 in 2023) ; Form 4 link: https://www.sec.gov/Archives/edgar/data/1006281/000141588923013902/0001415889-23-013902-index.htm |
- 2024 director compensation table shows no new option award recognized for Ms. Melincoff; equity grants from 2023 continue to vest per schedule.
Other Directorships & Interlocks
- Current public boards: GANX and COLL. No compensation committee interlocks or related party relationships disclosed for PLX’s Compensation Committee members; none of the committee members were officers/employees or involved in related party transactions.
- Related party transactions: None disclosed for Ms. Melincoff. A separate engagement involved Catenion (~$1.4 million in 2023–2024), linked to director nominee Christian Elze; reviewed and approved by Audit & Finance Committee.
Expertise & Qualifications
- Core expertise: Business development, licensing, M&A, venture investing, research operations, marketing, product/project management; extensive public/private board experience.
- Designations: Certified Licensing Professional (CLP).
- Education: B.S. Biology (GWU), M.S. Management & Health Care Administration (Penn State).
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | Composition | Percent of Outstanding | Shares Outstanding |
|---|---|---|---|---|
| 2025-04-30 | 110,352 | Options exercisable within 60 days; excludes 41,324 unvested options | <1% | 79,517,147 |
| 2024-04-29 | 72,154 | Primarily options exercisable within 60 days | <1% | 73,316,084 |
- Pledging/hedging: Prohibited by company policy.
Governance Assessment
- Committee participation: Not serving on Audit, Compensation, or Nominating committees per current rosters; limits direct oversight influence but preserves independence.
- Independence and attendance: Independent status affirmed; ≥75% attendance and participation in annual meeting support effective engagement.
- Pay/ownership alignment: Cash retainer is modest; equity grants (options and stock) align incentives, but absolute beneficial ownership remains <1%, implying limited “skin‑in‑the‑game” in absolute terms.
- Conflicts: No related-party transactions disclosed for Ms. Melincoff; external board roles at GANX and COLL present potential sector interlocks but no PLX transactions disclosed. Compensation Committee interlocks not present.
RED FLAGS
- None disclosed specific to Ms. Melincoff: no pledging/hedging, no related-party transactions, compliance with Section 16 reported. Monitor for any future transactions involving GANX/COLL that could create conflicts.
INSIDER TRADES SUMMARY (Form 4)
| Filing Date | Transaction Date | Type | Security | Qty | Price ($) | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-09-04 | 2025-09-03 | A (Award) | Stock Options | 15,000 | 1.64 | 15,000 | https://www.sec.gov/Archives/edgar/data/1006281/000141588925023706/0001415889-25-023706-index.htm |
| 2025-09-04 | 2025-09-03 | A (Award) | Common Stock | 7,500 | 0.00 | 7,500 | https://www.sec.gov/Archives/edgar/data/1006281/000141588925023706/0001415889-25-023706-index.htm |
| 2023-10-03 | 2023-09-29 | A (Award) | Stock Options | 61,676 | 1.66 | 61,676 | https://www.sec.gov/Archives/edgar/data/1006281/000141588923013902/0001415889-23-013902-index.htm |
Director Compensation (Detail)
| Year | Fees Earned/Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 45,000 | — | — | 45,000 |
| 2023 | 41,250 | 38,660 | — | 79,910 |
Compensation Structure Analysis
- Shift/mix: 2023 introduced option grants plus cash ($41,250 cash; $38,660 options); 2024 reflected cash-only ($45,000) for Ms. Melincoff; 2025 Form 4 shows renewed equity awards (options and stock). This suggests ongoing use of equity to align director incentives, with year-to-year variability in grant timing. (2025 awards: SEC links above)
Stock Ownership Guidelines
- Director stock ownership guidelines: Not disclosed in the proxy; policy prohibits pledging/hedging and derivative transactions.
Section 16 Compliance
- The company believes all Section 16 filing requirements were met by officers and directors for 2024.