DEF 14A of Galectin Therapeutics Inc
Filed Oct 13, 2026 · FY20250001140361-26-039379
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Nominating and Corporate Governance Committee of our Board of Directors, or “Board”, has nominated eleven members currently serving on our Board, identified below, to be re-elected at the 2026 Annual Meeting to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. Each of the director nominees has agreed to serve on the Board, if elected. Set forth below is information regarding the nominees, as of December 3, 2026, including their ages, positions with Galectin Therapeutics, recent employment and other directorships.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF EACH NOMINEE. The persons who have been nominated for election at the 2026 Annual Meeting to serve on our Board of Directors are named in the table below. Proxies cannot be voted for a greater number of persons than the number of nominees named.
Company Nominees
Company Nominees
Company Nominees
| Name | Age | Director Since | | Gilbert F. Amelio, Ph.D.(2)(3) | 83 | 2009 | | Henry Brem, M.D. | 73 | 2026 | | Benjamin S. Carson, Sr., M.D.(3) | 75 | 2023 | | Kary Eldred(1) | 52 | 2018 | | Kevin D. Freeman(1)(2)(3) | 65 | 2011 | | Joel Lewis | 56 | 2017 | | Gilbert S. Omenn, M.D., Ph.D.(2) | 85 | 2014 | | Elissa J. Schwartz, Ph.D.(3) | 56 | 2020 | | Harold H. Shlevin, Ph.D. | 77 | 2019 | | Richard E. Uihlein, Chairman | 81 | 2017 | | Richard A. Zordani(1) | 54 | 2020 |
Company Nominees
| (1) Member of audit committee |
Company Nominees
| (2) Member of compensation committee |
Company Nominees
| (3) Member of nominating and governance committee |
Nominees
Nominees Gilbert F. Amelio, Ph.D., a director since February 2009, began his career at Bell Labs in Murray Hill, New Jersey. Since January 1, 2012, Dr. Amelio has provided consulting and advisory services through GFA, LLC, a California limited liability company. He was a Senior Partner of Sienna Ventures (a privately held venture capital firm in Sausalito, California) from April 2001 until the fund closed per plan on December 31, 2011. Dr. Amelio was Chairman and Chief Executive Officer of Jazz Technologies, Inc. (now a wholly owned subsidiary of Tower Semiconductor Ltd., an independent specialty wafer foundry) from August 2005 until his retirement in September 2008 (when he was named Chairman Emeritus). Dr. Amelio was Chairman and Chief Executive Officer of Beneventure Capital, LLC (a full-service venture capital firm in San Francisco, California) from 1999 to 2005 and was Principal of Aircraft Ventures, LLC (a consulting firm in Newport Beach, California) from April 1997 to December 2004. Dr. Amelio was elected a Director of AT&T in February 2001 and had previously served as an Advisory Director of AT&T (then known as SBC Communications Inc.) from April 1997 to February 2001. He served as a Director of Pacific Telesis Group from 1995 until the company was acquired by AT&T in 1997. Prior to 1997, he served as Chairman, President and CEO of National Semiconductor (1991-1996) and Apple Computer (1996-1997). We believe Dr. Amelio’s qualifications to sit on our Board of Directors include his executive leadership and management experience, as well as his extensive experience with global companies, his financial expertise and his years of experience providing strategic advisory services to organizations. Dr. Henry Brem, a director since 2026, is an internationally recognized neurosurgeon-scientist and leader in translational medicine. He serves as the Henry Brem Professor of Neurosurgery at Johns Hopkins University and previously served from 2000 until 2025 as Director of the Department of Neurosurgery and Neurosurgeon-in-Chief at The Johns Hopkins Medical Institutions. He is also Co-Director of the Brain Cancer Program at the Sidney Kimmel Comprehensive Cancer Center. Dr. Brem has helped transform neurosurgical oncology through the development of image-guided surgical techniques and localized drug delivery systems, including Gliadel® wafers for brain tumors. He has published more than 416 peer-reviewed papers, holds multiple patents, and has been continuously funded by the NIH for over four decades. He is a member of the National Academy of Medicine and has received numerous honors recognizing his contributions to clinical excellence and translational research. Dr. Brem has served as director for multiple private and public companies. The Board believes that Dr. Brem’s extensive medical, management, director, and leadership experience make him highly qualified to serve as a member of our Board. Dr. Benjamin S. Carson, Sr., a director since 2023. Dr. Carson served as the 17th Secretary of the U.S. Department of Housing and Urban Development (“HUD”) from 2017 to 2021. Dr. Carson is a world-renowned neurosurgeon who prior to serving as HUD Secretary was involved with more than 15,000 surgical procedures and was the recipient of numerous awards, including the Presidential Medal of Freedom, more than 70 honorary doctorate degrees and the Spingarn Medal, the NAACP’s highest honor. Dr. Carson serves on the Board of Directors for D.R. Horton, Inc. (NYSE: DHI), Covenant Logistics Group, Inc. (NASDAQ: CVLG), and Sinclair Broadcast Group, Inc. (NASDAQ: SBGI). In addition, Dr. Carson previously served on the Board of Directors of both The Kellogg Company (NYSE: K) and Costco Wholesale Corporation (NASDAQ: COST). Dr. Carson is the founder and current Chairman of the American Cornerstone Institute. Dr. Carson is on the Board of Directors of the Carson Scholars Fund, an organization he and his wife, Mrs. Candy Carson, founded in 1994. Throughout his distinguished career, Dr. Carson contributed to the field of medicine through the thousands of surgeries he performed and the many leadership positions he held, including serving as Director of the Division of Pediatric Neurosurgery at The Johns Hopkins Medical Institutions from 1984 to 2013 as well a Professor of Neurological Surgery, Oncology, Plastic Surgery, and Pediatrics at The Johns Hopkins Medical Institutions from 1999 to 2013. The Board believes that Dr. Carson’s extensive medical, management, director, leadership, financial, and information security experience make him highly qualified to serve as a member of our Board. Kary Eldred, is a director since 2018 and Chief Investment Officer for the Living Stones Foundation since July 2015 and has been an active private equity investor for many years. In these capacities, he serves and has served on a number of corporate boards of companies with potential for and driving toward initial public offerings and is currently serving as a board member in Buy It Installed (since 2017), Babywise and Wise King Media (since 2015). Kary Eldred also served on the board and audit committee of GCT Semiconductor. From January 2011 through October 2014, Mr. Eldred was CEO & Chairman of Altadona, S.A. a software integration company based in Europe and prior to that was a principal in Parakletos Ventures, an institutional venture capital firm with several investments in companies that went on to be acquired or become publicly listed on different exchanges around the world including the NASDAQ, KOSDAQ and the GEM market. Mr. Eldred has an Executive MBA from IE Business School and a BA in Foreign Service from Baylor University. We believe that Mr. Eldred’s qualifications to sit on our board include his experience serving on boards of several companies and experience in venture capital and private equity investing. Kevin D. Freeman, a director since May 2011, holds the Chartered Financial Analyst designation and is Chief Executive Officer of Cross Consulting and Services, LLC, an investment advisory and consulting firm founded in 2004. He is also author of a New York Times best-selling book about the stock market and economy and the host of a television program (Economic War Room with Kevin Freeman) that airs on BlazeTV. Formerly he was Chairman of Separate Account Solutions, Inc. and held several offices at Franklin Templeton Investment Services from 1991 to 2000. He holds a B.S. in business administration from University of Tulsa, Tulsa, Oklahoma. We believe Mr. Freeman’s qualifications to sit on our Board of Directors include his extensive financial expertise and his years of experience providing financial advisory services. Joel Lewis, a director since 2017, became our President and Chief Executive Officer on September 2, 2020. Previously, he was the Managing Director of Shareholder Services at Uline, Inc. (a distributor of shipping, packaging and industrial supplies), a position he held from 2007 through 2019. Mr. Lewis is a financial executive with over 26 years of experience started his career in public accounting in 1992. Prior to his employment with Uline Inc., Mr. Lewis served as a Tax and Accounting Manager for Century America LLC from 2001 to 2006 and a Tax Manager for Deloitte & Touche from 1998 to 2001. After spending a decade in public accounting where he specialized in both financial reporting and taxation, Mr. Lewis migrated to privately held companies focusing on
Nominees
high-net-worth family businesses. Mr. Lewis has a wide range of expertise including working in a variety of industries and disciplines including taxation, restructuring, acquisition and private equity ventures. Mr. Lewis is a registered CPA in the state of Illinois. He holds a B.S. in Accountancy from the University of Illinois and a Masters in Taxation from DePaul University. We believe that Mr. Lewis’ qualifications to sit on our Board include his business and financial expertise and his service as a board observer on our Board during 2017. Gilbert S. Omenn, M.D., Ph.D., a director since September 2014, served on the board of directors of Amgen Inc. for 27 years and of Rohm & Haas Company for 22 years. He currently serves on the boards of Oncofusion Therapeutics and MedsynBio LLC of Ann Arbor, MI. Dr. Omenn is the Harold T. Shapiro Distinguished University Professor of Computational Medicine & Bioinformatics, Internal Medicine, Human Genetics, and Public Health and Director of the university-wide Center for Computational Medicine and Bioinformatics at the University of Michigan. Dr. Omenn served as executive vice president for medical affairs and as chief executive officer of the University of Michigan Health System from 1997 to 2002. Prior, he was dean of the School of Public Health and Community Medicine and professor of medicine and a Howard Hughes Medical Institute investigator at the University of Washington and Member of the Fred Hutchinson Cancer Research Center. Earlier he was Associate Director of the White House Office of Science and Technology Policy and of the Office of Management and Budget. He is the author of 600 research papers and scientific reviews and author/editor of 18 books. Dr. Omenn received his B.A. summa cum laude from Princeton University, M.D. magna cum laude from Harvard Medical School, and Ph.D. in genetics from the University of Washington. We believe Dr. Omenn’s qualifications to sit on our Board of Directors include his extensive executive leadership and management experience in the medical industry and his continuing cutting-edge research. Elissa J. Schwartz, Ph.D., a director appointed by the board in September 2020, is a disease modeler who is currently a professor of biological sciences and mathematics at Washington State University (WSU). She received a PhD in Biomedical Sciences from Mount Sinai–NYU, a BA in Mathematics from UC Berkeley, and interdisciplinary postdoctoral training in Biomathematics and Biostatistics from UCLA. She is also affiliated with the WSU College of Veterinary Medicine in microbiology and pathology. Dr. Schwartz is the author of over 40 scientific publications on infectious disease, the immune response, and biological modeling. She has served on the Board of Directors for the Society for Mathematical Biology, and she previously consulted for Pharmerit International, LP, a pharmaceutical economics company. Dr. Schwartz has held fellowships with the Mathematical Biosciences Institute (Ohio State University) and the African Institute for Mathematical Sciences (Cape Town, South Africa), and she served on the teaching faculty for courses in British Columbia, India, and Nepal. We believe Dr. Schwartz’ qualifications to sit on our Board of Directors include her extensive expertise in biomathematics and biostatistics in the pharmaceutical industry. Harold Shlevin, Ph.D., retired from being our President and Chief Executive Officer on September 2, 2020, a position he had held since June 14, 2018; however, Dr. Shlevin has entered into a consulting agreement with the Company which ran through December 31, 2021. Dr. Shlevin previously served as our Chief Operating Officer and Secretary from October 1, 2012. Dr. Shlevin previously had been employed at the Georgia Institute of Technology’s Advanced Technology Development Center as Principle and Manager of bioscience commercialization efforts since November 2009, where he has assisted faculty in identifying technology worthy of commercialization, catalyzed formation of new start-up bioscience companies, and mentored new company management. From October 2008 to November 2009, he served as Head of Operations and Commercial Development for Altea Therapeutics Corporation, an advanced drug delivery company focused on the delivery of therapeutic levels of water-soluble biotherapeutics and small drugs through the skin. At Altea, he was responsible for pharmaceutical research and development, clinical research, regulatory affairs, engineering, clinical and commercial manufacturing, quality assurance, information technology, facility operations and finance. From July 2006 to September 2008, Dr. Shlevin served as the President and Chief Executive Officer of Tikvah Therapeutics, Inc., a start-up pharmaceutical enterprise focused on later-stage development of neuroscience therapeutics. From May 2000 to January 2006, he served as President and CEO of Solvay Pharmaceuticals, Inc. (US). In January 2006, he was promoted to a global senior Vice President role within Solvay Pharmaceuticals, SA and member of the Board of Solvay Pharmaceuticals, SA. Previously, Dr. Shlevin served on the Board of Directors of Cardiome Pharma Corporation (NASDAQ: CRME), now known as Correvio Pharma Corp. (NASDAQ: CORV) from 2004 to June 2016. He was Chair of the Compensation Committee and member of the Corporate Governance Committee and Audit Committees. Dr. Shlevin currently serves on the Board of Directors of Moonlight Therapeutics. We believe Dr. Shlevin’s qualifications to sit on our Board of Directors include his extensive executive leadership and management experience in the pharmaceutical industry. Richard E. Uihlein, a director since 2017 and Chairman since May 2018, co-founded Uline, Inc. (a leading distributor of shipping, packaging and industrial supplies) in 1980, and has served as its Chief Executive Officer and Chairman since its founding. Prior to founding Uline Inc., Mr. Uihlein was employed at General Bindings Corp., Northbrook, IL from 1967 to 1980. Mr. Uihlein graduated from Stanford University, Palo Alto, CA. with a BA degree in history in 1967. We believe Mr. Uihlein’s qualifications to sit on our Board include his extensive executive leadership and management experience. Richard A. Zordani, a director appointed by the board in September 2020, has been the Director of Shareholder Services at Uline, Inc. (a distributor of shipping, packaging and industrial supplies) since 2013. Prior to joining Uline, Mr. Zordani served as a Director and Vice President for Diversified Financial Management Corp. (Pritzker family office) where he advised on complex legal and tax structures for domestic and foreign entities and trusts from 2003 through 2013 and an Audit Manager for Altschuler, Melvoin & Glasser LLP (now RSM McGladrey) from 1996 through 2003. Mr. Zordani received his undergraduate degree from the University of Illinois at Urbana/Champaign and is a Registered CPA in the state of Illinois. We believe that Mr. Zordani’s qualifications to sit on our Board include his business and financial expertise.
Board of Directors
Board of Directors We believe that good corporate governance is important to ensure that Galectin Therapeutics is managed for the long-term benefit of our stockholders. Our Board of Directors is responsible for establishing our corporate policies and overseeing the management of the Company. Senior management, including our President and Chief Executive Officer, Chief Medical Officer and Chief Financial Officer, are responsible for our day-to-day operations. The Board evaluates our corporate performance and approves, among other things, corporate strategies, objectives, operating plans, significant policies and major commitments of corporate resources. The Board also evaluates and elects our executive officers and determines their compensation.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table details the total compensation earned by our non-employee directors during the year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Restricted Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Gilbert F. Amelio, Ph.D. | 55,500 | — | 52,260 | — | — | 107,760 | | Benjamin S. Carson, Sr., M.D. | 40,000 | — | 52,260 | — | — | 92,260 | | Kary Eldred | 47,500 | — | 52,260 | — | — | 99,760 | | Kevin D. Freeman | 56,000 | — | 52,260 | — | — | 108,260 | | Gilbert S. Omenn, M.D., Ph.D. | 50,000 | — | 52,260 | — | — | 102,260 | | Marc Rubin, M.D. | 43,500 | — | 52,260 | — | — | 95,760 | | Elissa J. Schwartz, Ph.D. | 43,500 | — | 52,260 | — | — | 95,760 | | Harold H. Shlevin, Ph.D. | 40,000 | — | 52,260 | — | — | 92,260 | | Richard Uihlein | — | 40,000 | 52,260 | — | — | 92,260 | | Richard A. Zordani | 55,000 | — | 52,260 | — | — | 107,260 |
DIRECTOR COMPENSATION
| (1) Mr. Uihlein elected to receive restricted stock in lieu of cash retainer for their service. The restricted shares vested in full on December 31, 2025. |
DIRECTOR COMPENSATION
| (2) Represents the grant date fair value of option awards based upon the Black Scholes valuation model made in 2025. The option grants were made on January 24, 2025. Each non-employee director received one grant of 60,000 options which was vested in full on December 31, 2025. For a description of the assumptions used to determine these amounts, see Note 9 to the Notes to the Consolidated Financial Statements herein our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
DIRECTOR COMPENSATION
| (3) Excludes travel expense reimbursements. |
DIRECTOR COMPENSATION
| Name | Number of Shares Subject to Option Awards Held as of December 31, 2025 | | Gilbert F. Amelio, Ph.D. | 375,000 | | Benjamin S. Carson, Sr., M.D. | 210,000 | | Kary Eldred | 401,875 | | Kevin D. Freeman | 463,125 | | Gilbert S. Omenn, M.D., Ph.D. | 478,750 | | Elissa J. Schwartz, Ph.D. | 300,000 | | Harold H. Shlevin, Ph.D. | 435,000 | | Richard Uihlein | 366,362 | | Richard A. Zordani | 300,000 | | TOTAL | 3,330,112 |
DIRECTOR COMPENSATION
For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 9 to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Stock-Based Compensation” included herein the Form 10-K for the 2023 fiscal year. We also reimburse our directors for reasonable travel and other related expenses. Pursuant to the Company’s cash compensation program for directors, non-employee directors of the Company will receive an annual cash retainer of $35,000. Each Nominating and Corporate Governance Committee member will receive an additional cash retainer of $3,500; each Compensation Committee member will receive an additional cash retainer of $5,000; and each Audit Committee member will receive an additional cash retainer of $7,500. In addition to the annual fee and committee membership retainers, the Nominating and Corporate Governance Committee Chairman will receive an annual cash retainer of $3,500; the Compensation Committee Chairman will receive an annual cash retainer of $5,000; and the Audit Committee Chairman will receive an annual cash retainer of $7,500.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table summarizes the compensation paid to our NEOs for the fiscal years ended December 31, 2025 and 2024.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year(2) | Salary ($) | Bonus ($)(2) | Stock Compensation Awards ($)(1) | All Other Compensation ($) | Total ($) | | Joel Lewis, Chief Executive Officer & President | 2025 | 624,000 | 312,000 | 182,763 | 56,019(3) | 1,174,782 | | | 2024 | 620,167 | 312,000 | 202,635 | 54,872(4) | 1,189,674 | | Khurram Jamil, M.D., Chief Medical Officer(5) | 2025 | 500,000 | 350,000 | 130,545 | 71,583(6) | 1,052,128 | | | 2024 | 365,909 | 120,625 | 398,500 | 60,813(7) | 945,847 | | Jack W. Callicutt, Chief Financial Officer | 2025 | 400,000 | 220,000 | 130,545 | 56,019(8) | 806,564 | | | 2024 | 397,333 | 120,000 | 144,740 | 54,872(9) | 716,945 |
SUMMARY COMPENSATION TABLE
| (1) Represents the aggregate grant date fair value of restricted stock units and option awards made during 2025 and 2024 computed in accordance with the Stock Compensation Topic of the FASB ASC, as modified of supplemented. Option awards fair values were calculated using the Black-Scholes options pricing model. For a description of the assumptions used to determine these amounts, see Note 9 of the Notes to the Consolidated Financial Statements in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2025 and 2024. |
SUMMARY COMPENSATION TABLE
| (2) Performance bonuses for 2025 and 2024 were approved in January 2026 and January 2025, respectively. Also includes retention bonuses in 2025 of $200,000 for Dr. Jamil and $100,000 for Mr. Callicutt. |
SUMMARY COMPENSATION TABLE
| (3) Includes $42,019 for health and other insurance and $14,000 for 401(k) plan contributions. |
SUMMARY COMPENSATION TABLE
| (4) Includes $41,072 for health and other insurance and $13,800 for 401(k) plan contributions. |
SUMMARY COMPENSATION TABLE
| (5) Dr. Jamil joined the company in March 2024 as vice president of clinical development and was promoted to Chief Medical Officer effective August 1, 2024. |
SUMMARY COMPENSATION TABLE
| (6) Includes $57,583 for health and other insurance and $14,000 for 401(k) plan contributions. |
SUMMARY COMPENSATION TABLE
| (7) Includes $47,146 for health and other insurance and $13,667 for 401(k) plan contributions. |
SUMMARY COMPENSATION TABLE
| (8) Includes $42,019 for health and other insurance and $14,000 for 401(k) plan contributions. |
SUMMARY COMPENSATION TABLE
| (9) Includes $41,072 for health and other insurance and $13,800 for 401(k) plan contributions. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 The following table sets forth information regarding all outstanding equity awards held by the NEOs at December 31, 2025. The exercise price of the options is set at the closing price of our stock at the date prior to or as of the date of grant. Outstanding options have been approved by our Compensation Committee and our Board.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Joel Lewis | 35,000(1) | — | | 4.72 | 01/16/2029 | — | — | — | — | | | 32,171(2) | — | | 2.86 | 01/09/2030 | | | | | | | 250,000(3) | — | | 2.65 | 08/31/2030 | | | | | | | 70,000(4) | — | | 2.11 | 03/25/2031 | | | | | | | 140,000(5) | — | | 2.11 | 03/25/2031 | | | | | | | 70,000(6) | — | | 1.98 | 01/24/2032 | | | | | | | 70,000(7) | — | | 1.11 | 01/26/2033 | | | | | | | 91,000(8) | — | | 1.72 | 01/24/2034 | | | | | | | 45,500(9) | 45,500(9) | | 1.23 | 01/23/2035 | | | | | | Khurram Jamil, M.D. | 2,037(10) | 100,000(10) | | 2.20 | 03/20/2034 | — | — | — | — | | | 50,000(11) | | | 2.50 | 08/01/2034 | | | | | | | 8,125(9) | 32,500(9) | | 1.23 | 01/23/2035 | | | | | | Jack W. Callicutt | 90,000(12) | — | | 5.87 | 01/15/2028 | — | — | — | — | | | 90,000(13) | — | | 4.16 | 05/22/2028 | | | | | | | 50,000(14) | — | | 4.72 | 01/16/2029 | | | | | | | 50,000(15) | — | | 2.86 | 01/09/2030 | | | | | | | 50,000(5) | — | | 2.11 | 03/25/2031 | | | | | | | 100,000(6) | — | | 2.11 | 03/25/2031 | | | | | | | 65,000(8) | | | 1.72 | 01/24/2034 | | | | | | | 16,250(9) | 32,500(9) | | 1.23 | 01/23/2035 | | | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (1) 100% of the options vested in full on January 16, 2020. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (2) 100% of the options vested in full on December 31, 2020. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (3) One-twelfth of the total options vested quarterly from August 31, 2020, which was the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (4) 25% of the options vested on September 30, 2021, 25% vested on March 31, 2022, 25% vested on September 30, 2022, 25% vest on March 31, 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (5) 100% of the options vested on December 20, 2024 when the Company received the top-line results of the NAVIGATE clinical trial and made a public announcement of such results. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (6) 25% of the options vested on June 30, 2022, 25% vested on December 31, 2022, 25% vested on June 30, 2023, 25% vested on December 31, 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (7) 25% of the options vested on June 30, 2023, 25% vested on December 31, 2023, 25% vested on June 30, 2024, 25% vested on December 31, 2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (8) 25% of the options vested on June 30, 2024, 25% vested on December 31, 2024, 25% vest on June 30, 2025, 25% vest on December 31, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (9) 25% of the options vested on June 30, 2025, 25% vested on December 31, 2025, 25% vest on June 30, 2026, 25% vest on December 31, 2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (10) One third of the options vest on each of March 11, 2025, March 11, 2026, and March 11, 2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (11) 25% of the options vest on each of October 31, 2024, January 31, 2025, April 30, 2025, and July 31, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (12) 25% of the options vested on January 15, 2018 (grant date), 25% vested on June 30, 2018, and 50% vested on December 31, 2018. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (13) 25% of the options vested on June 30, 2018, 25% vested on September 30, 2018, and 50% vested on December 31, 2018. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (14) 25% of the options vested on June 30, 2019, 25% vested on December 31, 2019, 25% vested on June 30, 2020, and 25% vested on December 31, 2020. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (15) 25% of the options vested on June 30, 2020, 25% vested on December 31, 2020, 25% vested on June 30, 2021, and 25% vested on December 31, 2021. |
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control Joel Lewis: If either Mr. Lewis terminates his employment for Good Reason (ii) the Company terminates Mr. Lewis’s employment without Cause, or if this Employment Agreement expires as a result of the Company giving written notice of non-renewal, then the Company shall pay to Mr. Lewis (1) any accrued benefits, (2) a lump sum amount equal to twelve (12) months of Mr. Lewis’s base salary payable within thirty (30) days after the date of such termination, and (3) the performance bonus, if any, for the year in which termination occurs, based on actual individual and Company performance results and multiplied by a fraction, (A) the numerator of which shall be the number of days elapsed from the beginning of the fiscal year in which such termination occurs and (B) the denominator of which shall be 365; provided, however, that the portion of the performance bonus payable in the form of DSUs, will be paid in accordance with the terms of the DSU Award Agreements. Notwithstanding the foregoing, the payments described in clauses above are expressly conditioned upon Mr. Lewis executing returning a full release of the Company and its affiliates and from all obligations and any usual and customary indemnification obligations of the Company to Mr. Lewis as an officer thereof. Under the Deferred Stock Unit Agreement, if a Change in Control of the Company occurs prior to the date on which Mr. Lewis is scheduled to receive shares and cash in an installment payment or in a lump sum (a “Settlement Date”), Mr. Lewis’ account will be credited with the consideration payable in such Change in Control with respect to the shares subject to the DSUs then credited to Mr. Lewis’ Account immediately prior to such Change in Control. If Mr. Lewis’ employment with the Company continues after a Change in Control, Mr. Lewis’ account will be credited with the cash value of the portion of his base salary and annual performance bonus that would have been credited in the form of DSUs but for the Change in Control. The portion of Mr. Lewis’ Account denominated in cash pursuant to the preceding sentence (i.e., the amount attributable to base salary and annual performance bonuses credited to Mr. Lewis’ Account after the Change in Control) shall be credited with interest at three (3%) percent compounded annually. For avoidance of doubt, a Change in Control shall not result in acceleration of the settlement of Mr. Lewis’ Account and the payment of all amounts or other property credited to Mr. Lewis’ Account in connection with the Change in Control shall be paid or delivered to Mr. Lewis on as soon as reasonably practicable after the Settlement Date. Khurram Jamil, M.D.: Under the Employment Agreement with Dr. Jamil, if (i) Dr. Jamil terminates the Agreement for Good Reason (as defined in the Agreement) or (ii) the Company terminates the Agreement without Cause (as defined in the Agreement), then the Company shall pay to Dr. Jamil: (1) the Base Salary accrued through the date of termination, (2)(A) if termination occurs within twelve (12) months of the Commencement Date, an amount equal to three (3) months of the Base Salary, or (B) if such termination occurs after the twelve-month anniversary of the Commencement Date, but prior to the eighteen-month anniversary of the Commencement Date, an amount equal to six (6) months of the Base Salary or (C) if termination occurs after the eighteen-month anniversary of the Commencement Date, but prior to the twenty four-month anniversary of the Commencement Date, an amount equal to nine (9) months of Base Salary or (D) if termination occurs after the twenty four-month anniversary of the Commencement Date, an amount equal to twelve (12) months of the Base Salary, (3) reimbursement of unreimbursed expenses and (4) payment of a portion of the Performance Bonus. If, within the period ending twelve (12) months after the date of a Change of Control, Dr. Jamil’s employment with the Company is (i) terminated without Cause or (ii) terminated for Good Reason by Dr. Jamil, the Company shall pay to Dr. Jamil (A) the Base Salary accrued through the date of termination, to the extent not theretofore paid, (B) Jamil of any unreimbursed expenses, (C) a pro-rated amount of the Performance Bonus assuming payout at maximum performance and (D) an amount equal to twelve (12) months of Base Salary, payable in a lump sum no later than thirty (30) days following such termination. Upon any such Change of Control, Dr. Jamil’s unvested Options shall be one hundred percent (100%) vested, but shall otherwise continue to be governed by the terms and conditions of the Plan and the applicable stock option agreement. Jack Callicutt: Mr. Callicutt’s Employment Agreement provides that if, within the period ending twelve (12) months after the date of a Change of Control, Mr. Callicutt’s employment with the Company is (i) without Cause by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason by Mr. Callicutt, the Company shall pay to Mr. Callicutt (A) the Base Salary accrued through the date of termination, to the extent not theretofore paid, (B) reimbursement of any unreimbursed expenses, (C) a portion of the amount of the Performance Bonus (as defined in the Employment Agreement) equal to the maximum amount of the Performance Bonus multiplied by a fraction, (X) the numerator of which shall be the number of days elapsed from the beginning of the calendar year in which such termination occurs and (Y) the denominator of which shall be the total number of days in the calendar year in which such termination occurs (being 365 in a full year and 184 in 2013) and (D) an amount equal to twelve months of Mr. Callicutt’s Base Salary, payable in a lump sum no later than thirty (30) days following such termination. Upon any such Change of Control, Mr. Callicutt’s unvested options to purchase shares of the Company’s common stock shall be one hundred percent (100%) vested, but shall otherwise continue to be governed by the terms and conditions of the Stock Option Agreement. However, if, in connection with a transaction that technically meets, or may meet, the definition of Change of Control (as defined in the Employment Agreement), Mr. Callicutt’s employment by the Company or a successor to the Company is terminated, but Mr. Callicutt is immediately re-hired as an employee of a successor to the Company or surviving company in such a transaction in a comparable position, with the same or greater total annual cash compensation, including bonus potential, and with an employment agreement containing substantially equivalent provisions as this Agreement with respect to termination of the Mr. Callicutt and severance, no benefits shall be payable under the Change of Control provision of the Employment Agreement.
Pay versus Performance
Pay versus Performance In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “Compensation Actually Paid” (“CAP”) and certain performance measures required for Smaller Reporting Companies. The following table provides the information required for our NEOs for each of the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023, along with the financial information required for each fiscal year:
Pay versus Performance
| Year | Summary compensation table total CEO ($)(1)(2) | Compensation actually paid to CEO ($)(1)(3) | Average summary compensation table total for non-CEO NEOs ($)(2)(4) | Average compensation actually paid to non-CEO NEOs(3)(4) | Value of Initial Fixed $100 Investment based on Total shareholder return($) | Net Loss Applicable to Common Stockholders (in millions) ($) | | 2025 | $1,174,782 | $1,691,919 | $929,346 | $1,378,614 | $322.48 | $(31.0) | | 2024 | $1,189,674 | $1,050,354 | $831,396 | $697,613 | $77.71 | $(47.2) | | 2023 | $963,647 | $1,058,522 | $665,850 | $757,280 | $146.90 | $(44.8) |
Pay versus Performance
| (1) For each year shown the CEO was Joel Lewis. |
Pay versus Performance
| (2) Amounts in this column represent the “Total” column set forth in the Summary Compensation Table (“SCT”) on page 29. See the footnotes to the SCT for further detail regarding the amounts in these columns. |
Pay versus Performance
| (3) The dollar amounts reported in these columns represent the amounts of “compensation actually paid.” The Amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the SCT (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP). |
Pay versus Performance
| (4) Non-CEO NEOs reflect the compensation of Pol Boudes, CMO in 2023, and Khurram Jamil, CMO, in 2024 and 2025, and Jack Callicutt, CFO, for all years, who were the only Non-CEO NEO for the periods indicated. |
Pay versus Performance
| | 2025 | | 2024 | | 2023 | | | | Joel Lewis | Average Non-CEO NEOs | Joel Lewis | Average Non-CEO NEOs | Joel Lewis | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $1,174,782 | $929,346 | $1,189,674 | $831,396 | $963,647 | $665,850 | | Adjustments for Equity Awards | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(182,763) | $(130,545) | $(202,635) | $(271,620) | $(55,923) | $(39,945) | | Year-end fair value of unvested awards granted in the current year | $160,615 | $114,725 | $35,100 | $100,425 | $43,050 | $30,750 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $— | $— | $— | $— | $36,400 | $26,000 | | Fair values at vest date for awards granted and vested in current year | $467,285 | $375,025 | $111,340 | $67,100 | $39,725 | $28,375 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $72,000 | $90,063 | $(83,125) | $(29,688) | $31,623 | $46,250 | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $— | $— | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $517,137 | $449,268 | $(139,320) | $(133,783) | $94,875 | $91,430 | | Compensation Actually Paid (as calculated) | $1,691,919 | $1,378,614 | $1,050,354 | $697,613 | $1,058,522 | $757,280 |
Narrative Disclosure: Pay Versus Performance Table
Narrative Disclosure: Pay Versus Performance Table The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:
Narrative Disclosure: Pay Versus Performance Table
| • | Galectin’s cumulative TSR; and |
Narrative Disclosure: Pay Versus Performance Table
| • | Galectin Net Loss Applicable to Common Stockholders |