Kary Eldred
About Kary Eldred
Kary Eldred (age 51) is an independent director of Galectin Therapeutics (GALT) since 2018. He is Chief Investment Officer for the Living Stones Foundation (since July 2015), with a background in private equity and venture capital, prior CEO & Chairman of Altadona S.A. (2011–2014), and previously a principal at Parakletos Ventures; he holds an Executive MBA from IE Business School and a BA in Foreign Service from Baylor University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altadona, S.A. | CEO & Chairman | Jan 2011 – Oct 2014 | Led software integration company based in Europe |
| Parakletos Ventures | Principal | Not disclosed | Institutional VC investments; multiple exits/IPO outcomes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Living Stones Foundation | Chief Investment Officer | Jul 2015 – present | CIO overseeing investments |
| Buy It Installed | Director | Since 2017 | Board member (private) |
| Babywise | Director | Since 2015 | Board member (private) |
| Wise King Media | Director | Since 2015 | Board member (private) |
| GCT Semiconductor | Director; Audit Committee member | Not disclosed | Board and audit committee service (private) |
Board Governance
- Committee memberships: Audit Committee member; Audit met 4 times in 2024; Chair is Richard A. Zordani; members: Zordani, Eldred, Freeman .
- Independence: Board determined Eldred is independent under Nasdaq and SEC rules; also satisfies Rule 10A-3 audit committee independence standards .
- Attendance: Board held 7 meetings in 2024; each director attended at least 75% of Board and committee meetings of which they were members .
- Audit Committee remit includes oversight of financial reporting, internal controls, auditor independence, compliance, and review/approval of related-party transactions .
- Board leadership: Chair is Richard E. Uihlein; CEO is Joel Lewis (separate roles) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $47,500 | Eldred’s cash compensation for 2024 |
| Annual cash retainer (program) | $35,000 | Standard non-employee director retainer |
| Audit Committee membership retainer (program) | $7,500 | Additional for audit members |
| Committee chair fees (program) | $7,500 (Audit), $5,000 (Comp), $3,500 (N&G) | Not applicable to Eldred (not a chair) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Exercise Price |
|---|---|---|---|---|---|
| Stock Options (Director annual grant) | Jan 24, 2024 | 50,000 | $58,000 | Vested in full on Dec 31, 2024 | Set at closing price on grant date |
| Options outstanding (as of Dec 31, 2024) | Various | 341,875 | — | See vesting schedules in director/plan footnotes | — |
- Program terms: Director options were granted Jan 24, 2024 with exercise price equal to the closing price on grant date; grant date fair values computed via Black-Scholes .
- No director-specific performance metrics disclosed (options time-based vesting) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Eldred |
| Private company boards | Buy It Installed (since 2017); Babywise (since 2015); Wise King Media (since 2015); GCT Semiconductor (board and audit committee) |
| Potential interlocks | None disclosed with Galectin suppliers/customers; Audit Committee oversees related-party transactions broadly |
Expertise & Qualifications
- Private equity/venture investing; board experience across IPO-aspiring companies .
- Executive leadership (CEO/Chairman) in software integration; audit committee experience at GCT Semiconductor .
- Education: Executive MBA (IE Business School), BA (Baylor University) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Common) | 849,108 shares | 1.1% of common stock |
| Options exercisable within 60 days | 341,875 | As of Sep 22, 2025 |
| Personal holdings | 54,138 common; 6,599 warrants | Personally owned |
| Trust/related holdings | 431,527 common; 4,425 common | Held in a trust/for a minor child; Eldred disclaims beneficial ownership of foundation/trust shares and warrants |
| Voting rights | Included in director/officer 19% collective voting power disclosure | Aggregate director/executive voting power context |
Insider Trades (Compliance Summary)
| Item | Status | Period |
|---|---|---|
| Section 16(a) reporting compliance | All required reports timely filed | FY 2024 |
Governance Assessment
- Independence and committee effectiveness: Eldred is independent and serves on the Audit Committee that met 4x in 2024, with clear authority over financial reporting and related-party oversight—positive for board effectiveness .
- Attendance: Board met 7x in 2024; directors met the ≥75% attendance threshold—acceptable engagement signal .
- Alignment and ownership: Eldred holds 849,108 shares (1.1%), with 341,875 options exercisable within 60 days—meaningful skin-in-the-game for a small-cap biotech and high option exposure typical for stage of development .
- Director pay structure: 2024 pay mix is modest cash ($47,500) plus annual option grant ($58,000 fair value), consistent with equity-heavy incentives to align with long-term outcomes; options vested by year-end, indicating short vest duration for directors .
- Conflicts/related parties: Material financing relationships exist with Chairman Richard E. Uihlein (convertible notes, lines of credit, warrants), with Audit Committee oversight; concentrated ownership (Uihlein ~46–48%) amplifies governance risk of dominant shareholder influence despite committee oversight—RED FLAG for potential conflicts and minority shareholder dynamics .
- Policies: No hedging policy adopted for officers/directors—alignment risk if hedging occurs; clawback policy adopted for executive officers per Dodd-Frank/ Nasdaq—positive control mechanism (note: clawback scope applies to executives; director application not stated) .
- Say-on-Pay: Prior say-on-pay support ~90% in 2022 indicates investor acceptance of compensation framework; triennial frequency recommended by Board .
Key investor implications: Eldred’s audit role and independence are positives; however, financing dependence and control by the Chair (Uihlein) remain the principal governance overhang. The absence of a hedging policy and director equity awards with short vesting warrant monitoring for alignment quality. Audit Committee oversight of related-party transactions is a mitigating factor, but concentrated power persists .