Elissa J. Schwartz
About Elissa J. Schwartz
Elissa J. Schwartz, Ph.D., is an independent director of Galectin Therapeutics (GALT) since 2020; she is 55 years old. A disease modeler and professor of biological sciences and mathematics at Washington State University, her credentials include a PhD in Biomedical Sciences (Mount Sinai–NYU), BA in Mathematics (UC Berkeley), and postdoctoral training in Biomathematics/Biostatistics (UCLA), with over 40 scientific publications and board service for the Society for Mathematical Biology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington State University (WSU) | Professor of Biological Sciences & Mathematics; affiliated with College of Veterinary Medicine | Current (dates not specified) | Research and teaching in infectious disease, immune response, biological modeling |
| Pharmerit International, LP | Consultant (pharmaceutical economics) | Prior (dates not specified) | Applied quantitative modeling to pharma economics |
| Society for Mathematical Biology | Board of Directors | Prior (dates not specified) | Governance and community leadership in mathematical biology |
| Teaching Faculty (BC, India, Nepal) | Faculty for courses/workshops | Prior (dates not specified) | Training and outreach in mathematical biosciences |
| Fellowships: Mathematical Biosciences Institute (Ohio State), African Institute for Mathematical Sciences (Cape Town) | Fellow | Prior (dates not specified) | Advanced research and international collaboration |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Washington State University | Academic | Professor | Current |
| Society for Mathematical Biology | Non-profit | Director (prior) | Prior, dates not disclosed |
| Pharmerit International, LP | Private sector | Consultant (prior) | Prior, dates not disclosed |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee member; not listed on Audit or Compensation Committees .
- Independence: Board determined all directors except CEO Joel Lewis and Dr. Benjamin Carson are independent; Schwartz is independent under Nasdaq rules .
- Attendance: In 2024, the Board met 7 times; each director attended at least 75% of applicable meetings; all then-current directors attended the 2024 annual meeting (virtual) .
- Board leadership: Chairman separate from CEO, supporting governance and information flow .
Fixed Compensation
| Metric | 2022 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $38,500 | $43,500 |
| Restricted Stock Awards ($) | — | — |
| Option Awards (Grant-Date Fair Value, $) | $58,934 | $58,000 |
| Total ($) | $97,434 | $101,500 |
Director cash compensation program (structure):
- Annual cash retainer: $35,000; Committee member retainers: Nominating & Gov $3,500; Compensation $5,000; Audit $7,500; Committee chair retainers: Nominating & Gov $3,500; Compensation $5,000; Audit $7,500; Investor relations/public relations committee member retainer $3,500 .
Performance Compensation
| Grant Date | Options (#) | Exercise Price | Vesting Schedule | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Jan 24, 2024 | 50,000 | Set at closing price on grant date | Vest in full Dec 31, 2024 | $58,000 (per director) |
| Jan 24, 2022 | 40,000 | $1.98 | Vest in full Dec 31, 2022 | $58,934 (per director) |
Notes:
- Non-employee director option grants are administered by the Compensation Committee under the 2019 Omnibus Equity Incentive Plan; vesting schedules and grant sizes are standardized across directors in the cited years .
Other Directorships & Interlocks
| Company/Organization | Public/Private/Non-Profit | Role | Committee Roles |
|---|---|---|---|
| Society for Mathematical Biology | Non-profit | Director (prior) | Not disclosed |
| Others (public company boards) | — | None disclosed | — |
Contextual board interlocks (not Schwartz): Dr. Benjamin S. Carson serves on boards of D.R. Horton (DHI), Covenant Logistics (CVLG), and Sinclair Broadcast Group (SBGI); previously Kellogg (K) and Costco (COST) .
Expertise & Qualifications
- Technical: Biomathematics and biostatistics; infectious disease and immune response modeling; over 40 publications .
- Education: PhD (Mount Sinai–NYU); BA Mathematics (UC Berkeley); postdocs at UCLA .
- Academic and scientific leadership: Fellowships at MBI and AIMS; teaching faculty roles in international programs .
Equity Ownership
| Ownership Metric | As of Sep 1, 2023 | As of Sep 22, 2025 |
|---|---|---|
| Common Shares Beneficially Owned (shares) | 81,000 | 241,000 |
| Percent of Common Shares Outstanding | <1% | <1% |
| Options Exercisable Within 60 Days (shares) | 80,000 | 240,000 |
Additional ownership context:
- Section 16(a) compliance: All reports timely filed for fiscal year 2024; 2022 delinquencies were noted for other insiders (Czirr and 10X Fund), not Schwartz .
- Company hedging policy: No hedging policy adopted for officers/directors/employees at the time of the proxy .
Governance Assessment
- Board effectiveness: Schwartz provides quantitative modeling and scientific expertise valuable to a biotech in clinical development, contributing to the Nominating & Governance Committee’s oversight of board composition, independence, and conflicts .
- Independence and alignment: Classified as independent; attendance met thresholds; compensation mix predominantly standard director retainer plus time-based option grants; no related-party transactions involving Schwartz disclosed .
- Ownership alignment: Beneficial ownership has increased (81K → 241K common shares), with substantial vested options (240K exercisable); percentage remains <1% given shareholder concentration, but indicates skin-in-the-game .
- Committee workload and fees: Member of Nominating & Governance only; cash fee program is modest relative to peers; her 2024 cash fees exceeded base+Nominating member retainer, suggesting participation in additional committee(s) such as investor relations/pr (board-approved retainers), though the proxy does not itemize components for each director .
- RED FLAGS and watch items:
- High shareholder concentration: Richard E. Uihlein beneficially controls ~46.1% of common voting power (via shares, warrants, notes, options), which can influence governance dynamics and independent oversight .
- No hedging policy: Absence of an anti-hedging policy for directors could permit transactions that weaken alignment, though no hedging or pledging by Schwartz is disclosed .
- Related-party financing: Significant related-party credit facilities with Uihlein; Audit Committee oversees these, but not linked to Schwartz; continue monitoring approval processes and terms .