Gilbert F. Amelio
About Gilbert F. Amelio
Gilbert F. Amelio, Ph.D., age 82, has served as a director of Galectin Therapeutics since February 2009 and is currently an independent director; he began his career at Bell Labs and has held CEO roles at National Semiconductor (1991–1996) and Apple (1996–1997), as well as Chairman/CEO roles at Jazz Technologies and Beneventure Capital, with ongoing advisory work through GFA, LLC since 2012 . The Board determined Dr. Amelio meets Nasdaq independence standards, including committee independence requirements for the nominating/governance and compensation committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bell Labs | Early career (engineering/research) | Began career (dates not specified) | Technology background foundation |
| National Semiconductor | Chairman, President & CEO | 1991–1996 | Led global semiconductor operations |
| Apple Computer | Chairman, President & CEO | 1996–1997 | Led turnaround period; large-cap tech experience |
| Jazz Technologies | Chairman & CEO; later Chairman Emeritus | Aug 2005–Sep 2008 | Semiconductor wafer foundry leadership |
| Beneventure Capital, LLC | Chairman & CEO | 1999–2005 | Venture capital leadership |
| Aircraft Ventures, LLC | Principal | Apr 1997–Dec 2004 | Consulting roles |
| Sienna Ventures | Senior Partner | Apr 2001–Dec 31, 2011 | VC investing until fund close |
| GFA, LLC | Consultant/advisor | Jan 1, 2012–present | Strategic advisory services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AT&T (formerly SBC Communications) | Advisory Director; Director | Advisory: Apr 1997–Feb 2001; Director: Feb 2001 (ongoing tenure not specified) | Large-cap telecom board experience |
| Pacific Telesis Group | Director | 1995–1997 | Company acquired by AT&T in 1997 |
Board Governance
- Committee assignments (2024): Compensation Committee member; Nominating & Corporate Governance Committee Chair; not an Audit Committee member .
- Committee meeting cadence (2024): Compensation Committee met once; Nominating & Corporate Governance Committee met once; Audit Committee met four times .
- Independence: Board determined Dr. Amelio is independent under Nasdaq rules, and that he satisfies independence standards for the nominating/governance and compensation committees .
- Attendance: The Board met seven times in 2024; each director attended at least 75% of Board and applicable committee meetings; all then-current board members attended the 2024 annual meeting (held virtually) .
- Board leadership: Chairman role is separate from CEO; independent directors hold executive sessions from time to time (Chairman generally chairs these sessions) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Restricted Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 55,500 | — | 58,000 (50,000 options granted Jan 24, 2024) | 113,500 |
| 2023 | 55,500 | — | 31,735 (40,000 options granted Jan 26, 2023) | 87,235 |
- Director cash compensation program (structure): Annual cash retainer $35,000; committee member retainers—Nominating & Governance $3,500, Compensation $5,000, Audit $7,500; committee chair retainers—Nominating & Governance $3,500, Compensation $5,000, Audit $7,500; Board investor relations/public relations committee member retainers $3,500 (approved Dec 2016) .
Performance Compensation
| Grant Year | Grant Date | Equity Type | Quantity | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 | Jan 24, 2024 | Stock options | 50,000 | Vest in full on Dec 31, 2024 | Grant-date fair value $58,000; Black-Scholes valuation; exercise price set at grant date market per equity plan; assumptions per 10-K Note 9 |
| 2023 | Jan 26, 2023 | Stock options | 40,000 | Vest in full on Dec 31, 2023 | Grant-date fair value $31,735; Black-Scholes valuation; assumptions per 10-K Note 9 |
No director-specific performance metrics are disclosed; board equity is time-vested options with grant sizing set by board program (not tied to revenue/EBITDA/TSR) .
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlock/Notes |
|---|---|---|---|
| AT&T | Director | From Feb 2001 (end date not disclosed) | Telecom; unrelated to GALT operations |
| Pacific Telesis Group | Director | 1995–1997 | Acquired by AT&T in 1997 |
No disclosed current public company boards beyond Galectin; no disclosed customer/supplier interlocks for Dr. Amelio at Galectin .
Expertise & Qualifications
- Executive leadership across global technology firms and venture investing; prior CEO roles at Apple and National Semiconductor; semiconductor foundry leadership at Jazz Technologies .
- Financial expertise and extensive strategic advisory experience; cited by GALT as qualifications for board service .
- Meets Nasdaq independence standards for director and for nominating/governance and compensation committee service .
Equity Ownership
| Holder | Shares of Common Stock Beneficially Owned | Percent of Common Stock | Options Exercisable Within 60 Days | Notes |
|---|---|---|---|---|
| Gilbert F. Amelio, Ph.D. | 375,614 | Less than 1% | 315,000 | Percentage based on 62,308,075 shares outstanding as of Sept 22, 2025; SEC beneficial ownership rules applied |
No pledging of shares disclosed; company has not adopted a hedging policy restricting hedging transactions by officers/directors at this time .
Governance Assessment
- Independence and committee leadership: Amelio is independent under Nasdaq rules and chairs the Nominating & Corporate Governance Committee, supporting board refreshment and governance policy oversight .
- Engagement: Board met seven times; directors had at least 75% attendance; committee schedules show cadence aligned with a development-stage biotech (Comp Committee met once; N&G once; Audit four times) .
- Pay structure: Cash retainers follow a clear schedule; director equity increased from 40,000 options (2023) to 50,000 options (2024), vesting annually—retention-oriented and not performance-based; Amelio’s total director pay rose from $87,235 (2023) to $113,500 (2024) .
- Ownership alignment: Amelio holds 375,614 shares beneficially with 315,000 options exercisable within 60 days; percentage is under 1% given >62 million shares outstanding—moderate alignment, typical for small-cap biotech boards .
- Related-party exposure (board-level oversight): Significant convertible financing from Chairman and major stockholder Richard E. Uihlein via lines of credit and warrants (2022–2024), which the Audit Committee reviews/approves—no Amelio-specific related-party transactions disclosed; concentration of capital support is a structural governance consideration for investors .
- Clawback policy: Adopted for executive officers per SEC/Nasdaq rules; not director-specific .
- Say-on-Pay (context signal): Prior vote showed ~90% approval in 2022; company holds SOP triennially, including at the 2025 meeting—indicates shareholder tolerance of compensation approach during clinical trial phase .
Red Flags and Watch Items
- Hedging policy: Company has not adopted a hedging policy restricting hedging transactions—potential alignment concern for some governance frameworks .
- Capital dependence on a single insider: Substantial credit facilities and convertible instruments from the Chairman; while not tied to Amelio, board must vigilantly manage conflicts and pricing terms via Audit Committee review .
- Attendance disclosure threshold: “At least 75%” meets rule-of-thumb compliance but lacks director-by-director granularity; investors may prefer higher attendance transparency .
Overall, Amelio’s independence, deep executive experience, and chairing of the nominating/governance committee are positives for board effectiveness; equity grants and moderate ownership support alignment, while the absence of a hedging policy and reliance on insider financing warrant continued monitoring .