Benjamin S. Carson
About Benjamin S. Carson
Benjamin S. Carson, Sr., M.D., age 74, has served on Galectin Therapeutics’ Board since 2023; the Board has determined he is not independent under Nasdaq rules. A world‑renowned neurosurgeon and former U.S. HUD Secretary (2017–2021), he has held leadership roles at Johns Hopkins and founded the American Cornerstone Institute; he currently serves on the Carson Scholars Fund’s board and has received numerous honors including the Presidential Medal of Freedom. At GALT, he is not assigned to any of the three standing committees (Audit, Compensation, Nominating & Corporate Governance). These credentials add medical, management, leadership, and information security experience to the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Housing and Urban Development | 17th Secretary | 2017–2021 | Led a cabinet‑level department; national policy and management experience |
| Johns Hopkins Medical Institutions | Director, Division of Pediatric Neurosurgery | 1984–2013 | Clinical leadership across >15,000 surgical procedures; medical operations and risk oversight |
| Johns Hopkins Medical Institutions | Professor of Neurological Surgery, Oncology, Plastic Surgery, Pediatrics | 1999–2013 | Academic leadership, multidisciplinary expertise |
External Roles
| Company | Ticker | Role | Status |
|---|---|---|---|
| D.R. Horton, Inc. | DHI | Director | Current |
| Covenant Logistics Group, Inc. | CVLG | Director | Current |
| Sinclair Broadcast Group, Inc. | SBGI | Director | Current |
| The Kellogg Company | K | Director | Prior |
| Costco Wholesale Corporation | COST | Director | Prior |
| American Cornerstone Institute | — | Founder & Chairman | Current (non‑profit) |
| Carson Scholars Fund | — | Director | Current (non‑profit) |
Board Governance
- Committee assignments: None; Dr. Carson is not listed on Audit, Compensation, or Nominating & Corporate Governance Committees. Audit: Zordani (chair), Eldred, Freeman; Compensation: Omenn (chair), Amelio, Freeman; Nominating: Amelio (chair), Rubin, Freeman, Schwartz.
- Independence: The Board determined all directors except Joel Lewis and Dr. Carson are independent (i.e., Carson is not independent).
- Attendance: The Board met 7 times in 2024; each current director attended at least 75% of Board and committee meetings; all then‑current board members attended the 2024 virtual annual meeting.
- Years of service on GALT Board: Since 2023.
- Executive sessions: Non‑management directors meet from time to time; the Chairman generally chairs these sessions.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Meeting/Committee Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 40,000 | Not disclosed for Carson individually (committee memberships: none) | 40,000 |
Program context (Board‑wide): Annual cash retainer $35,000; committee member retainers—Nominating $3,500, Compensation $5,000, Audit $7,500; committee chair retainers—Nominating $3,500, Compensation $5,000, Audit $7,500; IR/PR committee member retainer $3,500.
Performance Compensation
| Grant Date | Instrument | Shares/Options | Grant‑Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Jan 24, 2024 | Stock options | 50,000 | 58,000 | Vest in full on Dec 31, 2024 | Standard annual director grant; strike not disclosed in proxy |
Performance metrics: None disclosed for director equity; vesting is service‑based (time).
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Public company boards | DHI, CVLG, SBGI (current); K, COST (prior) |
| Interlocks with GALT competitors/suppliers/customers | None disclosed |
| Compensation committee interlocks | None—Company states no interlocks/insider participation across entities. |
Expertise & Qualifications
- Medical/clinical leadership: Director of Pediatric Neurosurgery at Johns Hopkins; extensive surgical and academic leadership credentials.
- Governmental management: Former HUD Secretary overseeing large‑scale federal operations and policy.
- Board experience: Current and prior service on multiple public company boards across homebuilding, logistics, and media; non‑profit leadership.
- Recognitions: Presidential Medal of Freedom; >70 honorary doctorates; NAACP’s Spingarn Medal.
- Board’s view: Adds medical, management, director, leadership, financial, and information security experience to GALT’s Board.
Equity Ownership
| Holder | Beneficial Ownership (Common) | % of Common | Options Exercisable Within 60 Days | Vested vs Unvested | Pledged Shares |
|---|---|---|---|---|---|
| Benjamin S. Carson, Sr., M.D. | 150,000 shares (beneficial, includes options exercisable within 60 days) | <1% | 150,000 | Indicated vested to be exercisable within 60 days; unvested not disclosed | None disclosed |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: ~90% approval at 2022 annual meeting (triennial frequency adopted previously via 2019 vote).
- 2025 items: Advisory vote on NEO compensation and a frequency vote; Board recommends triennial frequency.
Related‑Party Exposure (Board‑level context)
- Significant financing from Chairman Richard E. Uihlein: multiple convertible notes (2021) and lines of credit (2022, March/Nov 2024, July 2025) with warrants; audit committee responsible for related‑party oversight. These transactions represent concentrated financing reliance on a Board member; not tied to Carson personally per disclosure.
Governance Assessment
- Independence & committee engagement: Carson is not independent and has no committee assignments—limiting his formal role in audit, compensation, and nomination oversight; this is a governance weakness for a director with significant external commitments. RED FLAG: Non‑independent status for a non‑executive director.
- Attendance & engagement: Met minimum attendance thresholds; present at 2024 annual meeting—acceptable engagement signal.
- Compensation & alignment: 2024 mix combines cash retainer ($40,000) and equity options (grant‑date FV $58,000), providing some equity alignment but with time‑based vesting and no performance metrics—moderate alignment.
- Ownership: Beneficial ownership reflects 150,000 options exercisable within 60 days (<1%); skin‑in‑the‑game exists but remains small relative to outstanding shares.
- Policy risk: Company has not adopted a hedging policy for officers/directors—shareholder‑unfriendly and misalignment risk. RED FLAG.
- Related‑party oversight: Material related‑party financing with the Chairman places a premium on independent audit oversight; Carson is not on Audit Committee and not independent, which reduces his ability to mitigate this risk.
- Shareholder sentiment: Strong Say‑on‑Pay support (~90% in 2022) suggests general investor confidence in compensation governance; not director‑specific but supportive of overall governance.
Overall signal: Carson brings high‑profile medical and government leadership and broad board experience, but his non‑independent status and lack of committee roles limit direct contributions to core governance controls; equity exposure exists yet is modest, and the absence of a hedging policy plus board‑level related‑party financing heighten governance risk requiring robust independent committee oversight (which currently does not include Carson).