Richard E. Uihlein
About Richard E. Uihlein
Richard E. Uihlein (age 80) is an independent director and non‑executive Chairman of Galectin Therapeutics; he has served on the Board since 2017 and as Chairman since May 2018. He co‑founded Uline, Inc. in 1980 and has been its CEO and Chairman since founding; earlier he worked at General Bindings Corp. (1967–1980). He holds a BA in History from Stanford University (1967). The Board determined he is independent under NASDAQ rules (all directors except Joel Lewis and Dr. Ben Carson); Board meetings in 2024 totaled seven, with each director attending at least 75% of meetings of the Board and committees on which they served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uline, Inc. | Co‑founder, CEO and Chairman | 1980–present | Long‑tenured operating leadership; supply chain/industrial distribution expertise |
| General Bindings Corp. | Employee | 1967–1980 | Early career operations/industry experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Uline, Inc. (private) | CEO & Chairman | 1980–present | Private distributor of shipping/packaging supplies |
Board Governance
- Role: Non‑executive Chairman; Board leadership is separated from the CEO role, which the Board views as enhancing strategy development and information flow .
- Independence: Board determined Mr. Uihlein is independent under NASDAQ rules (only Mr. Lewis and Dr. Carson are non‑independent) .
- Committee memberships: Mr. Uihlein is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees .
- Executive sessions: Non‑management directors meet without management from time to time; the Chairman chairs these sessions .
- Attendance: In 2024 the Board held 7 meetings; each director attended at least 75% of meetings of the Board and relevant committees .
| Committee | Chair | Members | Notes |
|---|---|---|---|
| Audit | Richard A. Zordani | Zordani; Kary Eldred; Kevin D. Freeman | 4 meetings in 2024; oversees financial reporting, auditor independence; reviews related‑party transactions |
| Compensation | Gilbert S. Omenn | Omenn; Gilbert F. Amelio; Kevin D. Freeman | 1 meeting in 2024; sets policy and administers equity programs |
| Nominating & Governance | Gilbert F. Amelio | Amelio; Marc Rubin; Kevin D. Freeman; Elissa J. Schwartz | 1 meeting in 2024; director criteria; independence; conflicts oversight |
Fixed Compensation
| Component (Director Compensation – 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | — | Mr. Uihlein elected restricted stock in lieu of cash |
| Restricted stock (grant) | $40,000 | Vested in full on Dec 31, 2024 |
| Stock options (grant date fair value) | $58,000 | 50,000 options granted Jan 24, 2024; vest in full on Dec 31, 2024 |
| Total | $98,000 | Sum of equity retainer and options |
Director cash/equity program (general, for context):
- Annual cash retainer for non‑employee directors: $35,000; committee membership retainers: Nominating $3,500; Compensation $5,000; Audit $7,500; committee chair retainers: Nominating $3,500; Compensation $5,000; Audit $7,500; Investor relations/PR committee member retainer: $3,500 (approved Dec 2016) .
Performance Compensation
| Award type | Performance linkage | Metrics | Vesting |
|---|---|---|---|
| Director stock options (2024) | None disclosed | Not applicable for directors | 50,000 options granted Jan 24, 2024; vest in full Dec 31, 2024 |
No director‑level performance metrics (e.g., TSR, EBITDA) are disclosed for Mr. Uihlein’s compensation; director equity grants were time‑based in 2024 .
Other Directorships & Interlocks
| Person | Relationship to GALT | External affiliation | Interlock/Conflict Consideration |
|---|---|---|---|
| Richard E. Uihlein | Director; Chairman | CEO & Chairman, Uline | Multiple GALT directors/executives have current or prior Uline roles, indicating potential influence/interlocks |
| Richard A. Zordani | Director | Director of Shareholder Services, Uline | Current Uline executive; sits on GALT Audit Committee; potential related‑party oversight sensitivity |
| Joel Lewis | Director; CEO | Former Managing Director of Shareholder Services, Uline (2007–2019) | Former Uline executive now GALT CEO/director; signals tight network connectivity |
Expertise & Qualifications
- Long‑tenured operator (founder/CEO of Uline) with industrial supply, logistics, and private company governance experience .
- Board leadership experience; non‑executive Chairman, independent under exchange rules .
Equity Ownership
| Ownership detail (as of Sep 22, 2025) | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership (Common) | 50,841,404 | Aggregate across direct/derivative holdings |
| Percent of Common Stock (directors table) | 46.1% | Based on 62,308,075 common shares outstanding plus exercisable derivatives |
| Percent of Common Stock (5% stockholder table) | 48.4% | Alternate presentation in 5% holder section |
| Common stock (direct) | 10,348,981 | Included in total |
| Warrants (Common) | 2,520,180 | Exercisable warrants; included in beneficial ownership |
| Convertible notes (April 2021 – $10M @ $5.00) | 2,000,000 (principal basis) | Holder irrevocably elected to convert at maturity (effective Apr 16, 2025); additional interest payable only upon full conversion |
| Convertible note (Sept 2021 – $10M @ $8.64) | 1,157,407 (principal basis) | Additional 2% interest + 2.5% quarterly “Additional Interest” only if fully converted |
| Convertible note (Dec 2021 – $10M @ $5.43) | 1,842,696 (principal basis) | Additional 2.5% quarterly “Additional Interest” only if fully converted |
| Convertible line of credit (Jul 25, 2022 – up to $60M) | Up to conversion at closing price (floor $3.00) | Due Jan 31, 2026; AFR+2% interest; accompanied by up to 1,700,000 warrants |
| Series C preferred (non‑voting) | 83,334 common equivalent | Included in beneficial ownership |
| Stock options (exercisable within 60 days after Oct 1, 2025) | 306,362 | Included in beneficial ownership |
| 2022 Lender Warrants (initial) | 500,000 @ $5.00 | Exercisable upon issuance; expire Jul 31, 2029 |
| 2022 Lender Warrants (additional) | Up to 1,200,000 | Exercise price = 150% of closing price on draw date; cap $10; floor $3; expire Jul 31, 2029 |
| Supplemental LOC (Mar 29, 2024 – $10M) Warrants | Up to 200,000 | Exercise price = 150% of closing price on draw date; expire Jul 31, 2029 |
| Supplemental LOC (Nov 14, 2024 – $6M) Warrants | Up to 120,000 | Same pricing/expiry terms as above |
| Supplemental LOC (Jul 8, 2025 – $10M) Warrants | Up to 200,000 | Same pricing/expiry terms; maturity of related convertible notes extended to Sep 30, 2026 |
Hedging: Company has not adopted a policy restricting hedging transactions by officers/directors; no pledging disclosures were provided .
Insider Trades
| Data point | Status |
|---|---|
| Section 16(a) reporting compliance (FY2024) | All required reports timely filed |
| Options exercisable within 60 days (as of Oct 1, 2025) | 306,362 (Uihlein) |
Governance Assessment
- Alignment: Extremely high “skin‑in‑the‑game” via direct shares, options, warrants, and multiple convertible financing instruments; beneficial ownership approximates 46–48% of common, materially aligning incentives with equity value accretion .
- Board effectiveness: Uihlein serves as independent, non‑executive Chairman, with CEO/Chair split; he is not seated on audit/comp/nominating committees, which are composed entirely of independent directors, and the Audit Committee reviews related‑party transactions .
- Related‑party exposure (RED FLAG): Extensive financing arrangements between GALT and Uihlein (Chairman and controlling shareholder), including $30M of 2021 convertibles and up to $76M of 2022–2025 convertible lines of credit with accompanying warrants, conversion price floors, and maturity extensions. These may create conflicts on capital structure, dilution, and pricing—though overseen by the Audit Committee, the magnitude/frequency of transactions elevates governance risk for minority shareholders .
- Interlocks (Potential Influence): Multiple directors/executives with current or prior Uline affiliations (Zordani current; Lewis prior) increase network interdependencies and possible influence dynamics—Board still deems independence under NASDAQ, but investors should monitor committee oversight and transaction review rigor .
- Director pay structure: Mr. Uihlein elected equity (restricted stock) in lieu of cash retainer, plus time‑vested options; no director performance metrics disclosed, which is typical for small‑cap biotech boards, but reduces explicit pay‑for‑performance linkages at the director level .
- Policies: Clawback compliant with SEC/NASDAQ applies to executive officers; no hedging policy adopted—absence of hedging restrictions can be shareholder‑unfriendly and is a notable governance gap (RED FLAG) .
- Shareholder input signals: Prior say‑on‑pay support at ~90% (2022); Board recommends triennial say‑on‑pay frequency, indicating stable investor support of pay approach to date .
Overall: Strong ownership alignment via large personal stake and equity‑heavy retainer, but significant related‑party financing and network interlocks represent material governance risks requiring robust, independent committee oversight and transparent transaction review to protect minority investors .