Gilbert S. Omenn
About Gilbert S. Omenn
Gilbert S. Omenn, M.D., Ph.D., age 84, has served as an independent director of Galectin Therapeutics since September 2014. He is the Harold T. Shapiro Distinguished University Professor at the University of Michigan, where he directs the Center for Computational Medicine and Bioinformatics, and previously served as EVP for Medical Affairs and CEO of the University of Michigan Health System (1997–2002). His credentials include long-tenured public company directorships (Amgen 27 years; Rohm & Haas 22 years), extensive scientific leadership, and degrees from Princeton (BA, summa cum laude), Harvard Medical School (MD, magna cum laude), and University of Washington (PhD, Genetics) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. | Director | 27 years | Long-tenured public board experience |
| Rohm & Haas Company | Director | 22 years | Long-tenured public board experience |
| University of Michigan Health System | EVP for Medical Affairs; CEO | 1997–2002 | Led large academic health system |
| University of Washington; Fred Hutchinson Cancer Research Center | Dean of School of Public Health; Professor; HHMI Investigator; Member | Prior to Michigan role | Academic leadership and research |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| University of Michigan | Harold T. Shapiro Distinguished University Professor; Director, Center for Computational Medicine & Bioinformatics | Current | Computational medicine, bioinformatics leadership |
| Oncofusion Therapeutics | Director | Current | Private/early-stage biotech board |
| MedsynBio LLC (Ann Arbor, MI) | Director | Current | Private biotech board |
Board Governance
- Committee assignments: Chair, Compensation Committee; members include Omenn (Chair), Gilbert F. Amelio, Ph.D., and Kevin D. Freeman .
- Committee activity: Compensation Committee met once in 2024 vs. twice in 2023 (potentially lighter cadence year-over-year) .
- Independence: Board determined Omenn (and all directors except Joel Lewis and Dr. Carson) to be independent under Nasdaq rules; compensation committee meets Rule 10C-1 independence standards .
- Meeting attendance: Board met 7 times in 2024 and 8 times in 2023; each serving director attended at least 75% of Board and committee meetings in both years .
- Executive sessions: Non-management directors meet without management from time to time; Chairman chairs these sessions .
- Director election results (shareholder support):
- 2024 Annual Meeting (held Jan 23, 2025): Omenn received 19,000,733 For; 249,232 Withheld; 20,045,381 Broker Non-Votes .
- 2023 Annual Meeting (held Dec 7, 2023): Omenn received 25,617,192 For; 394,430 Withheld; 18,910,166 Broker Non-Votes .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees (retainer + committee/chair retainers) ($) | $50,000 | $50,000 |
| Restricted stock ($) | — | — |
| Option awards (grant-date fair value) ($) | $31,735 | $58,000 |
| Total ($) | $81,735 | $108,000 |
- Director cash fee schedule: annual cash retainer $35,000; committee member retainers—Nominating & Governance $3,500, Compensation $5,000, Audit $7,500; chair retainers—Nominating $3,500, Compensation $5,000, Audit $7,500; investor relations/public relations committee member retainer $3,500 .
Performance Compensation
| Equity Award | Grant Date | Quantity | Vesting | Notes |
|---|---|---|---|---|
| Non-employee director stock options | Jan 26, 2023 | 40,000 | Vest in full on Dec 31, 2023 | Grant-date fair value $31,735 |
| Non-employee director stock options | Jan 24, 2024 | 50,000 | Vest in full on Dec 31, 2024 | Grant-date fair value $58,000 |
- Performance metrics tied to director equity: None disclosed; awards are time-based, with full-year vesting; no PSUs or TSR/revenue/EBITDA metrics used for director compensation .
- Clawback policy: Adopted for executive officers per SEC/Nasdaq Rule 10D-1; not applicable to non-executive directors .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict with GALT |
|---|---|---|---|
| Amgen Inc. (historical) | Public | Director | No GALT-related interlock disclosed |
| Rohm & Haas Company (historical) | Public | Director | No GALT-related interlock disclosed |
| Oncofusion Therapeutics | Private | Director | No related-party transaction disclosed |
| MedsynBio LLC | Private | Director | No related-party transaction disclosed |
- Related-party transactions review: Audit Committee oversees all related-party transactions; disclosures since FY2024 highlight financing arrangements with Chairman Richard E. Uihlein, not involving Omenn .
Expertise & Qualifications
- Extensive governance experience from 49 years of combined service on public company boards (Amgen, Rohm & Haas) .
- Academic and clinical leadership in computational medicine, genetics, human biology, and public health; author of ~600 papers and 18 books .
- Advanced degrees: BA (Princeton), MD (Harvard Medical School), PhD (Genetics, University of Washington) .
Equity Ownership
| Metric | Oct 1, 2024 | Sept 22, 2025 |
|---|---|---|
| Common shares beneficially owned | 380,990; <1% of common outstanding | 500,990; <1% of common outstanding |
| Series A Preferred shares | 50,000; 4.0% of Series A | 50,000; 4.1% of Series A |
| Options exercisable within 60 days | 298,750 | 418,750 |
- Ownership context: Directors and executive officers as a group owned or controlled ~50.1% of voting power in Oct 2024 and ~52.6% in Sept 2025, driven largely by Chairman Uihlein’s holdings/conversions/warrants .
Governance Assessment
-
Strengths
- Clear independence and leadership: Omenn is an independent director and chairs the Compensation Committee, which meets Nasdaq independence requirements; this is supportive for pay governance .
- Shareholder support: Strong re-election margins in 2023 and 2024 (e.g., 19.0M votes For in 2024 annual meeting) indicate investor confidence in board composition .
- Attendance and engagement: Board attendance thresholds met; compensation committee cadence adjusted to company needs (twice in 2023, once in 2024) .
- Executive clawback policy aligned with SEC/Nasdaq rules (risk mitigation for incentive-based pay) .
- Prior Say-on-Pay approval: ~90% support in 2022 serves as background for pay design acceptance; next Say-on-Pay scheduled in 2025 .
-
Risks and red flags
- Hedging policy not adopted: Company explicitly has no hedging policy, which may weaken alignment safeguards for directors/officers (risk indicator) .
- Capital dependence on related party: Significant lines of credit, notes, and warrants from Chairman Richard E. Uihlein (with large beneficial ownership and voting power) introduce concentration risk; Audit Committee oversight is disclosed, but the magnitude is notable for governance balancing .
- Compensation committee meeting frequency declined year-over-year (2 → 1), which warrants monitoring given 2025 Say-on-Pay and evolving compensation structures .
-
Compensation structure notes
- Director pay mix for Omenn in 2024 was roughly balanced between cash ($50,000) and equity options ($58,000 grant-date value), increasing equity exposure vs. 2023 ($31,735) .
- Options vest time-based with full-year vesting; absence of performance-conditioned equity for directors (no PSUs/TSR metrics) reduces explicit pay-for-performance features in director compensation .
-
Shareholder voting cadence and disclosure
- Item 5.07 8-K disclosures report detailed vote counts for director elections and auditor ratification, evidencing transparent shareholder engagement; continued monitoring for Say-on-Pay outcomes in 2025 is recommended .
Fixed Compensation (Detail Table)
| Item | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer | $35,000 (policy) | $35,000 (policy) |
| Committee membership retainers | Comp $5,000; Audit $7,500; Nom/Gov $3,500 (policy) | Comp $5,000; Audit $7,500; Nom/Gov $3,500 (policy) |
| Chair retainers | Comp Chair $5,000; Audit Chair $7,500; Nom/Gov Chair $3,500 (policy) | Comp Chair $5,000; Audit Chair $7,500; Nom/Gov Chair $3,500 (policy) |
| Investor relations/PR committee retainer | $3,500 (policy) | $3,500 (policy) |
| Omenn actual cash fees | $50,000 | $50,000 |
Performance Compensation (Detail Table)
| Award Type | Grant Date | Shares/Options | Vesting Schedule | Fair Value |
|---|---|---|---|---|
| Director stock options (Omenn) | Jan 26, 2023 | 40,000 | Vest in full Dec 31, 2023 | $31,735 |
| Director stock options (Omenn) | Jan 24, 2024 | 50,000 | Vest in full Dec 31, 2024 | $58,000 |
Other Directorships & Interlocks (Detail Table)
| Name | Company | Role | Period |
|---|---|---|---|
| Gilbert S. Omenn | Amgen Inc. | Director | 27 years (historical) |
| Gilbert S. Omenn | Rohm & Haas Company | Director | 22 years (historical) |
| Gilbert S. Omenn | Oncofusion Therapeutics | Director | Current |
| Gilbert S. Omenn | MedsynBio LLC | Director | Current |
Equity Ownership (Detail Table)
| Category | Oct 1, 2024 | Sept 22, 2025 |
|---|---|---|
| Common Shares | 380,990; <1% | 500,990; <1% |
| Series A Preferred | 50,000; 4.0% | 50,000; 4.1% |
| Options Exercisable (≤60 days) | 298,750 | 418,750 |
No pledging/hedging disclosures specific to Omenn were found; the company has not adopted a hedging policy broadly .
Governance Assessment
- Omenn’s committee leadership, independence, and high shareholder support underpin board effectiveness and investor confidence .
- Monitor governance risks from concentrated financing/ownership by Chairman Uihlein and the absence of a hedging policy; ensure robust audit and compensation oversight continues, especially into the 2025 Say-on-Pay cycle .
- Director compensation for Omenn shows increased equity grant value in 2024; the time-based vesting lacks explicit performance metrics, an area to track for alignment improvements .
- Attendance and committee activity meet thresholds; continued transparency via Item 5.07 filings supports engagement tracking .