Jack W. Callicutt
About Jack W. Callicutt
Jack W. Callicutt, age 58, has served as Chief Financial Officer since July 1, 2013; he is a Certified Public Accountant and graduated with honors from Delta State University with a B.B.A. in accounting and computer information systems . Prior to GALT, he held CFO roles at multiple technology and biotechnology companies and spent 14+ years in public accounting at Deloitte specializing in technology companies (1989–2003) . Company performance metrics disclosed in the proxy’s Pay vs. Performance show the Value of an initial fixed $100 investment based on TSR of $54.59 (2022), $146.90 (2023), and $77.71 (2024), with net income of $(38.9)M (2022), $(44.8)M (2023), and $(47.2)M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| REACH Health, Inc. | Chief Financial Officer | Aug 2012–Jun 2013 | Telemedicine technology company; finance leadership during growth stage |
| Vystar Corporation | Chief Financial Officer | Apr 2010–Aug 2012 | Public company with proprietary technology to remove antigenic proteins from natural rubber latex; finance leadership |
| IVOX, Inc. | Chief Financial Officer | — | Finance leadership at technology company (years not disclosed) |
| Tikvah Therapeutics | Chief Financial Officer | — | Finance leadership at biotech (years not disclosed) |
| Corautus Genetics | Chief Financial Officer | — | Public biotech developing gene therapy for cardiovascular disease; finance leadership (years not disclosed) |
| Deloitte | Senior Manager (Public Accounting) | 1989–2003 | Specialized in technology companies; led audits/advisory for tech clients |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $368,000 | $400,000 |
| Bonus ($) | $110,400 | $120,000 |
| All Other Compensation ($) | $47,073 | $54,872 |
| Total ($) | $561,419 | $716,945 |
| Target Bonus (% of Base) | 30% (amended Aug 11, 2017) | 30% |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Performance Bonus (2024) | Company and Individual Objectives | 50% company / 50% individual | 30% of base salary | $120,000 (30% of $400,000) | Paid half Feb 2025, half Apr 2025 if not voluntarily resigned by Apr 2025 |
| Stock Options (granted Jan 24, 2024 for 2023 performance) | Performance-based option grant | — | 65,000 options at $1.72 exercise price | Granted | 25% vests on each of Jun 30, 2024; Dec 31, 2024; Jun 30, 2025; Dec 31, 2025 |
| RSUs (granted Jan 24, 2024) | Contingent on presenting top-line NAVIGATE data by end of 2024 | — | 40,000 RSUs | Condition met; RSUs vested Dec 20, 2024 | Single vest on Dec 20, 2024 upon milestone |
Program design: historically, bonuses targeted up to 30–50% of base for NEOs, with half based on Company performance objectives and half on individual objectives .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (Common Shares) | 663,199; ~1% of common stock outstanding |
| Options exercisable within 60 days | 595,000 |
| Hedging policy | Company has not adopted an anti-hedging policy (officers/directors may hedge unless otherwise restricted) |
| Clawback policy | Adopted; recoupment of erroneously awarded incentive-based compensation following a required restatement; no indemnification permitted |
| Stock ownership guidelines | Not disclosed |
| Pledging policy | Not disclosed |
Outstanding Equity Awards at FY-end 2024 (Callicutt)
| Options (Exercisable/Unexercisable) | Qty | Exercise Price ($) | Expiration |
|---|---|---|---|
| Exercisable | 26,000 | 13.38 | 01/21/2024 |
| Exercisable | 8,706 | 1.37 | 01/20/2026 |
| Exercisable | 90,000 | 5.87 | 01/15/2028 |
| Exercisable | 90,000 | 4.16 | 05/22/2028 |
| Exercisable | 50,000 | 4.72 | 01/16/2029 |
| Exercisable | 50,000 | 2.86 | 01/09/2030 |
| Exercisable | 50,500 | 2.11 | 03/25/2031 |
| Exercisable | 100,000 | 2.11 | 03/25/2031 |
| Exercisable | 50,000 | 1.98 | 01/24/2032 |
| Exercisable | 50,000 | 1.11 | 01/26/2033 |
| Exercisable / Unexercisable | 32,500 / 32,500 | 1.72 | 01/24/2034 |
Long-Term Incentive Program
- Grants under 2009 Incentive Compensation Plan through Dec 2019; grants after Jan 1, 2020 made under 2019 Omnibus Equity Incentive Plan .
- Jan 24, 2024: options granted at $1.72 with four equal vest dates tied to 2023 performance; RSUs contingent on presenting NAVIGATE top-line results by end of 2024 (vested Dec 20, 2024) .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Dated July 1, 2013; initial base salary $175,000; eligible for 20% bonus; $10,000 signing bonus; 200,000 options with staged vesting Dec 2013–Dec 2016; 10-year option term |
| Base Salary Adjustments | Increased to $240,000 (Mar 31, 2015); $260,000 (Feb 2016); $285,000 (Jun 2018) |
| Target Bonus | Increased to 30% via Aug 11, 2017 amendment; amendment corrected severance provision error |
| Change-of-Control (CoC) Severance | If terminated without Cause or for Good Reason within 12 months post-CoC: accrued base, unreimbursed expenses, prorated max Performance Bonus for year, and 12 months of base salary lump sum within 30 days; unvested options become 100% vested; if immediately rehired in comparable role/comp terms by successor with equivalent severance provisions, no CoC benefits payable |
| Post-termination covenants | Employment agreements include post-termination restrictive covenants (specific terms not detailed) |
| Perquisites/Benefits | Health, disability, life insurance, 401(k); company views perqs as non-significant but may provide as needed; subject to Compensation Committee review |
Compensation Structure Analysis
- Mix shift and performance linkage: 2024 bonus at target (30% of base), split payments with continued employment condition into April 2025, reinforcing retention .
- Equity emphasis: 2024 performance options and milestone RSUs tied to program progress (NAVIGATE) align with value creation; milestone RSUs vested upon data presentation, indicating milestone-driven equity outcomes .
- Benchmarking: Committee targets ~50th percentile vs peers; outside consultant (Barney & Barney LLC) historically informed program design; 2025 decisions continued to be informed by this benchmarking .
- Say-on-pay support: ~90% approval in 2022, indicating shareholder acceptance of pay design .
Say-on-Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| 2022 Say-on-Pay approval | ~90% of votes cast favored NEO compensation |
| Vote Frequency | Triennial (every three years) recommended; stockholders previously supported 3-year cadence (2019) |
| 2025 Proposals | Board recommends FOR NEO compensation; recommends triennial frequency; ratification of auditors |
Compensation Committee
| Committee | Members | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Gilbert S. Omenn (Chair), Gilbert F. Amelio, Kevin F. Freeman | 1 | Oversees executive pay, equity grants, and programs |
| Audit | Richard A. Zordani (Chair), Kary Eldred, Kevin D. Freeman | 4 | Oversight of financial reporting and related-party approvals |
| Nominating & Governance | Gilbert F. Amelio (Chair), Marc Rubin, Kevin Freeman, Elissa Schwartz | 1 | Board composition and governance criteria |
Risk Indicators & Governance Policies
- Hedging: No anti-hedging policy; officers/directors can hedge unless otherwise restricted .
- Clawback: Adopted per Dodd-Frank/Nasdaq; recovery of incentive-based comp after required restatement; no indemnification .
- Anti-pledging & ownership guidelines: Not disclosed .
Equity Compensation Plan Information
| Category | Securities to be issued upon exercise | Weighted-avg exercise price | Remaining available for future issuance |
|---|---|---|---|
| Approved equity compensation plans | 6,854,758 | $2.45 | 4,135,213 |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment Based on TSR ($) | 54.59 | 146.90 | 77.71 |
| Net Income ($ millions) | (38.9) | (44.8) | (47.2) |
Investment Implications
- Alignment: Callicutt’s pay emphasizes at-risk components—annual bonus tied to company/individual objectives and equity linked to performance milestones (NAVIGATE)—supporting alignment with clinical and value inflection outcomes .
- Near-term selling pressure: 2024 performance options vest through Dec 31, 2025, and RSUs vested Dec 20, 2024; multiple exercisable option tranches across 2026–2034 could create optionality rather than immediate selling pressure; absence of anti-hedging policy is a governance risk signal .
- Retention economics: CoC severance provides 12 months base salary and prorated max bonus plus accelerated option vesting, offering retention yet manageable parachute size; rehire carve-out limits payouts in successor scenarios .
- Ownership: ~1% beneficial stake and 595,000 options exercisable within 60 days indicate meaningful skin-in-the-game; stock ownership guidelines and pledging policies are not disclosed, limiting visibility on long-term holding requirements .
- Shareholder support: Strong say-on-pay approval (2022) and peer benchmarking to ~50th percentile suggest compensation is viewed as reasonable relative to stage and objectives, though continued net losses and TSR volatility warrant monitoring of pay-for-performance outcomes as NAVIGATE milestones progress .