DEF 14A of Greenwich LifeSciences, Inc.
Filed Nov 3, 2025 · FY20240001493152-25-020623
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our Board of Directors is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. Our Board of Directors encourages selection of directors who will contribute to the company’s overall corporate goals. Individual directors may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to the Board of Directors, ability to contribute to the Board of Directors’ overall effectiveness, and the needs of the Board of Directors and its committees. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board of Directors, the Board of Directors considers these factors in the light of the specific needs of the Board of Directors at that time. In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, there are no limits on the terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Board of Directors considers director tenure. We value diversity on a company-wide basis but have not adopted a specific policy regarding Board diversity.
PROPOSAL 1
PROPOSAL 1
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, the stockholders will elect five (5) directors to hold office until the 2026 Annual Meeting. Directors are elected by a plurality of votes cast by stockholders. In the event the nominees are unable or unwilling to serve as directors at the time of the Annual Meeting, the proxies will be voted for any substitute nominees designated by the present Board or the proxy holders to fill such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board will be reduced in accordance with the Bylaws of the Company. The Board has no reason to believe that the persons named below will be unable or unwilling to serve as nominees or as directors if elected. Assuming a quorum is present, the five (5) nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the Company to serve for a one-year term. Unless marked otherwise, proxies received will be voted “FOR” the election of the nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.
Information with Respect to Director Nominees
Information with Respect to Director Nominees Listed below are the current directors who are nominated to hold office until their successors are elected and qualified, and their ages as of October 28, 2025.
Information with Respect to Director Nominees
| Name | Age | | David B. McWilliams, Chairman of the Board | 82 | | Snehal S. Patel, Chief Executive Officer, Chief Financial Officer | 61 | | Eric Rothe, Director | 50 | | F. Joseph Daugherty. Director | 75 | | Kenneth Hallock, Director | 77 |
Summary Compensation Table
Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the year ended December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Total ($) | | Snehal Patel, Chief Executive Officer | 2024 | 612,563 | 306,281 | 5,322,841 | 6,241,685 | | | 2023 | 556,875 | 528,438 | 1,664,716 | 2,750,028 |
Summary Compensation Table
| (1) For 2024 fiscal year, Mr. Patel received deferred bonus compensation of $306,281 and options to purchase 630,000 shares of common stock for services rendered and as incentive for services to be rendered. For 2023 fiscal year, Mr. Patel received options to purchase 262,181 shares of common stock for services rendered and as incentive for services to be rendered. The options may or may not vest based on certain additional performance milestones. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding awards held by each of our named executive officers that were outstanding as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Snehal Patel(1) | 132,403 | 916,320 | 7.63 | June 21, 2032 | | | 100,000 | 1,048,723 | 12.16 | December 23, 2034 |
Outstanding Equity Awards at Fiscal Year-End
| (1) We granted Mr. Patel options to purchase shares of common stock on June 22, 2022 for compensation and incentives to be earned in equal installments over 48 months. Between the 30 month period, June, 22, 2022 to December 31, 2024, Mr. Patel earned 662,006 options which may or may not vest based on certain additional performance milestones and of which 20% is currently vested and exercisable, totaling 132,403 shares, and the balance, or 916,320 options, may or may not vest over the 18 month period commencing on January 1, 2025 or thereafter. | | We granted Mr. Patel 100,000 options to purchase shares of common stock on December 24, 2024 for compensation and incentives which vest immediately. We granted Mr. Patel an additional 1,048,723 options to purchase shares of common stock on December 24, 2024 for compensation and incentives of which 25% are earned immediately and the remainder are to be earned in equal installments over 36 months. Between December 24, 2024 to December 31, 2024, Mr. Patel earned 367,819 options which may or may not vest based on certain additional time based milestones of which 100,000 options are currently vested and exercisable, and the balance, or 1,048,723 options, may or may not vest over the 36 month period commencing on January 1, 2025 or thereafter. |
Non-Employee Director Compensation
Non-Employee Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board and received compensation for such service during the fiscal year ended December 31, 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in 2024.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock and Option Awards ($) | All Other Compensation ($) | Total ($) | | David McWilliams(1) | | 255,818 | | 255,818 | | Eric Rothe(2) | | 170,650 | | 170,650 | | Kenneth Hallock(3) | | 170,650 | | 170,650 |
Non-Employee Director Compensation
| (1) We granted Mr. McWilliams options to purchase shares of common stock on June 22, 2022 for compensation and incentives to be earned in equal installments over 48 months of which 15,496 options vested between January 1, 2024 and December 31, 2024 over the 12 month period, and the balance, or 22,856 options, vest over 18 equal monthly installments commencing on January 1, 2025. | | We granted Mr. McWilliams options to purchase shares of common stock on December 24, 2024 for compensation and incentives to be earned in equal installments over 36 months of which 15,829 options vested between January 1, 2024 and December 31, 2024 over the 12 month period, and the balance, or 46,155 options, vest over 36 equal monthly installments commencing on January 1, 2025. |
Non-Employee Director Compensation
| (2) We granted Mr. Rothe options to purchase shares of common stock on June 22, 2022 for compensation and incentives to be earned in equal installments over 48 months of which 10,337 options vested between January 1, 2024 and December 31, 2024 over the 12 month period, and the balance, or 15,247 options, vest over 18 equal monthly installments commencing on January 1, 2025. | | We granted Mr. Rothe options to purchase shares of common stock on December 24, 2024 for compensation and incentives to be earned in equal installments over 48 months of which 10,559 options vested between January 1, 2024 and December 31, 2024 over the 12 month period, and the balance, or 30,790 options, vest over 36 equal monthly installments commencing on January 1, 2025. | | (3) We granted Mr. Hallock options to purchase shares of common stock on June 22, 2022 for compensation and incentives to be earned in equal installments over 48 months of which 10,337 options vested between January 1, 2024 and December 31, 2024 over the 12 month period, and the balance, or 15,247 options, vest over 18 equal monthly installments commencing on January 1, 2025. | | We granted Mr. Hallock options to purchase shares of common stock on December 24, 2024 for compensation and incentives to be earned in equal installments over 48 months of which 10,559 options vested between January 1, 2024 and December 31, 2024 over the 12 month period, and the balance, or 30,790 options, vest over 36 equal monthly installments commencing on January 1, 2025. |