Joel Lewis
About Joel Lewis
Joel Lewis is President and CEO of Galectin Therapeutics, serving since September 2, 2020, and a director since 2017; age 55, CPA (Illinois), BS in Accountancy (University of Illinois) and Masters in Taxation (DePaul) . Prior roles include Managing Director of Shareholder Services at Uline (2007–2019), Tax and Accounting Manager at Century America (2001–2006), and Tax Manager at Deloitte (1998–2001), with earlier public accounting starting in 1992 . Proxy “Pay vs Performance” shows volatile TSR for shareholders and negative net income, indicating execution risk amid clinical milestones: Value of $100 investment was $54.59 in 2022, $146.90 in 2023, and $77.71 in 2024; Net Income was $(38.9)mm in 2022, $(44.8)mm in 2023, and $(47.2)mm in 2024 . RSUs tied to NAVIGATE top-line data vested December 20, 2024, reflecting performance linkage to clinical progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Uline, Inc. | Managing Director of Shareholder Services | 2007–2019 | Family-controlled enterprise finance; investor relations leadership |
| Century America LLC | Tax and Accounting Manager | 2001–2006 | Private company tax and accounting leadership |
| Deloitte & Touche | Tax Manager | 1998–2001 | Public accounting, taxation specialization |
| Various (Public accounting) | Staff/Manager roles in public accounting | Began 1992 | Foundations in financial reporting and taxation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No current public company directorships disclosed for Lewis |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $578,000 | $624,000 | 20% cash / 80% DSUs per Employment and DSU Agreements |
| Target Bonus (% of base) | Up to 50% | Up to 50% | Paid 20% cash / 80% DSUs (through 2023) |
| Actual Bonus ($) | $289,000 (approved Jan 2024) | $312,000 (50%) (approved Jan 2025) | |
| Other Compensation ($) | $45,140 (health/insurance $33,244; 401k $11,896) | $54,872 (health/insurance $41,072; 401k $13,800) | Employee benefits & perquisites standard for NEOs |
Performance Compensation
| Incentive Type | Metric/Condition | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash/DSU Bonus | Company objectives + individual objectives | Target up to 50% of base; split 50/50 company vs individual | 2024 payout $312,000 (50% of base) | Paid half Feb 2025; half Apr 2025 if employed; 20% cash/80% DSUs through 2023 |
| RSUs (granted 1/24/2024) | Present top-line NAVIGATE trial results by end of 2024 | 56,000 shares | Condition met; vested 12/20/2024 | Vested on 12/20/2024 |
| Options (granted 1/24/2024) | Time-based | 91,000 at $1.72 | 25% each on 6/30/2024; 12/31/2024; 6/30/2025; 12/31/2025 | Vest schedule per grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,728,054 shares of common; 2.4% of common |
| Options Exercisable within 60 days (as of Oct 1, 2025) | 806,250 (CEO) |
| Shares Outstanding (basis for % calc) | 62,308,075 common shares as of Sep 22, 2025 |
| Vested vs Unvested (selected awards) | Multiple tranches fully vested; 1/24/2024 grant partially unvested (45,000) |
| Upcoming Vest / Issuance Dates | Options: 6/30/2025 and 12/31/2025 for 1/24/2024 grant ; DSUs: 2023 DSUs to issue 50% on 3/1/2025 and 50% on 1/5/2026 |
| Hedging/Pledging | Company has not adopted a hedging policy; no pledging disclosure in proxy |
| Clawback | Nasdaq-compliant recoupment policy for incentive compensation tied to restated results |
| Ownership Guidelines | Not disclosed in proxy; compliance status not provided |
Employment Terms
| Term | Key Provision |
|---|---|
| Start Date / Role | CEO effective Sep 2, 2020 |
| Contract Term | Initial 2 years; auto-renew for 1-year terms unless non-renewal notice; extended to Dec 31, 2024, then auto-renew unless 60-day notice |
| Base Salary / Bonus Mechanics | Base $500,000 initially; 20% cash/80% DSUs; bonus up to 50% of base, also 20% cash/80% DSUs (through 2023) |
| Initial Equity Award | 250,000 options, vest quarterly over 12 quarters from 8/31/2020 |
| Severance (no cause / good reason / non-renewal) | Lump sum equal to 12 months base salary; pro-rata performance bonus for year of termination; conditioned on release |
| Change-in-Control (DSUs) | Account credited with deal consideration; post-CiC salary/bonus credited in cash with 3% annual interest; no acceleration of settlement date |
| DSU Issuance Schedules | 2022 DSUs: 25% 3/1/2023; 50% 3/1/2024; 25% 9/1/2028 (with tax withholding on issuance) ; 2023 DSUs: 50% 3/1/2025; 50% 1/5/2026 |
Board Governance
- Board Service: Director since 2017; President & CEO since 2020 .
- Independence: Board determined Mr. Lewis is not independent (CEO) .
- Committee Memberships: Compensation Committee (Omenn chair; Amelio; Freeman); Audit Committee (Zordani chair; Eldred; Freeman); Nominating & Governance (Amelio chair; Rubin; Freeman; Schwartz). Lewis is not listed on committees .
- Board Leadership: Chairman is Richard E. Uihlein; roles of Chairman and CEO separated to promote governance and information flow .
- Board Attendance: Seven meetings in 2024; all directors attended at least 75% .
Compensation Committee Analysis
- Consultant/Benchmarking: Barney & Barney LLC engaged historically; recommendations to target near 50th percentile of peer total compensation; continued to inform decisions through 2025 .
- Philosophy: Mix of base, annual performance bonuses, and long-term equity (options/RSUs) with company and individual objectives .
- Say-on-Pay: Last vote (2022) ~90% approval; frequency recommended triennial; 2025 say-on-pay on ballot .
Related Party Transactions and Red Flags
- Significant related-party financing with Chairman Richard E. Uihlein: multiple convertible notes (2021), lines of credit (2022, 2024, 2025), and warrants with conversion floors and maturity extensions; extensive conversion rights and warrants expiring in 2029 .
- Hedging policy: None adopted, which may allow hedging/derivatives and reduce alignment if used (no evidence disclosed) .
- Clawback policy adopted (positive) .
Director Compensation (Context)
- Non-employee director program: Annual cash retainer $35,000; committee retainers and chair fees; annual option grants (e.g., 50,000 options in 2024 vesting 12/31/2024); one director elected to receive restricted stock in lieu of cash; excludes executives like Lewis .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) ($) | 54.59 | 146.90 | 77.71 |
| Net Income ($mm) | (38.9) | (44.8) | (47.2) |
- Clinical Milestones: RSUs contingent on NAVIGATE top-line results vested on Dec 20, 2024 (top-line results announced) .
- Implication: TSR volatility and sustained losses underscore execution risk; compensation features tie payouts to operational milestones, partially aligning incentives .
Vesting Schedules and Insider Selling Pressure
- Options from 1/24/2024 grant vest 25% on 6/30/2025 and 12/31/2025 (remaining 45,000 unexercised as of 12/31/2024), which may add exercisable supply .
- DSU Share Issuances for Lewis: 2023 DSUs scheduled 50% on 3/1/2025 and 50% on 1/5/2026, creating predictable issuance overhang; DSUs are fully vested when credited .
Equity Award Inventory (Selected CEO Grants)
| Grant Date | Type | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| 8/31/2020 | Options | 250,000 | $2.65 | Quarterly over 12 quarters from grant | 08/31/2030 |
| 1/24/2024 | Options | 91,000 | $1.72 | 25% each on 6/30/2024; 12/31/2024; 6/30/2025; 12/31/2025 | 01/24/2034 |
| 1/24/2024 | RSUs | 56,000 | — | Vest if NAVIGATE top-line by YE 2024 (met 12/20/2024) | — |
| 1/26/2023 | Options | 70,000 | $1.11 | 25% on 6/30/2023; 12/31/2023; 6/30/2024; 12/31/2024 | 01/26/2033 |
Employment & Contracts (Additional Provisions)
- DSUs are fully vested/nonforfeitable when credited; issuance schedules partly deferred with specific dates, including tax withholding on issuance tranches .
- Change-in-control DSU treatment provides cash credit for future DSU accruals at 3% interest and no acceleration of settlement; maintains long-term alignment even post-transaction .
- Company Insider Trading Policy prohibits trading when in possession of MNPI; governance code and related party review overseen by Audit Committee .
Investment Implications
- Alignment: Heavy use of DSUs (80% of salary and bonus through 2023) and performance RSUs linked to trial milestones align with clinical execution; clawback policy is a positive governance feature .
- Overhang/Selling Pressure: Scheduled DSU share issuances (3/1/2025, 1/5/2026) and option vesting dates (6/30/2025, 12/31/2025) could contribute to supply overhang; monitor Form 4s around these dates .
- Governance Risk: Extensive related-party financing and warrant structures with the Chairman (Uihlein) concentrate influence and may create conflicts; no hedging policy adopted increases risk of misaligned hedging behavior (no evidence disclosed) .
- Performance Risk: TSR volatility and deep losses indicate ongoing capital needs and clinical execution risk; compensation committee targets mid-market pay, but actual payouts occur even amid losses, warrant scrutiny of KPI rigor .
- Dual Role Implications: CEO is a director but not Chairman; separation of roles mitigates typical CEO/Chair concerns; board determined non-independence for Lewis, with independent committees in place .
- Shareholder Sentiment: Prior say-on-pay approval was strong (~90%), but 2025 vote pending; frequency preference is triennial; any deterioration in support would be a signal to watch .