F. Joseph Daugherty

About F. Joseph Daugherty

F. Joseph Daugherty, M.D., is Chief Medical Officer and a Director at Greenwich LifeSciences (GLSI). He has 35+ years overseeing biotech and biomedical projects, with prior roles across clinical-stage companies and consulting; education includes a BA in Biology (Washington University), MD (University of Nebraska Medical Center), and MS in Industrial Administration (Carnegie Mellon/Tepper). As of October 28, 2025 he is age 75 and nominated to continue serving on the board; he was also a director nominee in 2024 and 2021, indicating multi-year service .

Past Roles

External Roles

Fixed Compensation

• GLSI’s Summary Compensation Tables list only the CEO as a named executive officer (NEO) for 2024 and 2023; no specific salary/bonus disclosures for Dr. Daugherty are provided in the proxies .
• As a management director, he is not included in the non-employee director compensation table, which only reports option-based compensation for independent directors McWilliams, Rothe, and Hallock .

Performance Compensation

• GLSI’s 2019 Equity Incentive Plan (amended October 21, 2024) authorizes options, RSUs, SARs, and other equity/cash awards; options/SARs cannot be repriced or exchanged without shareholder approval, term max 10 years, and awards are subject to company recoupment/clawback policies .
• The Plan’s share reserve was increased to 4,000,000; the board highlighted desire to align pay with shareholders, attract/retain talent, and considered dilution, run-rate, and forecasted grants in the amendment .
• No executive-specific performance metrics (e.g., revenue growth, TSR, ESG goals) tied to Dr. Daugherty’s compensation are disclosed in the proxies .

Equity Ownership & Alignment

• Anti-hedging/pledging: Officers and directors are prohibited from short sales, hedging/monetization, and margin/pledging unless pre-cleared; as of Dec 31, 2024, none of the directors or executive officers had pledged shares .
• Stock ownership guidelines: Not disclosed in the proxies for executives or directors .

Employment Terms

• No employment agreement or severance/change-of-control disclosures specific to Dr. Daugherty are provided in the proxies or 8-Ks reviewed; CEO employment terms are detailed, but should not be inferred to apply to the CMO .
• Non-compete/non-solicit, at-will, and change-of-control terms are explicitly disclosed for the CEO (e.g., one-year non-compete/non-solicit; single/double-trigger change-of-control severance and accelerated vesting), but no parallel disclosure is made for Dr. Daugherty .

Board Governance

• Director service: Daugherty is listed as a director nominee in 2021, 2024, and 2025 (age 71 in 2021; 74 in 2024; 75 in 2025), evidencing continuous board service across years .
• Independence and committees: The board determined McWilliams, Rothe, and Hallock are independent under Nasdaq rules; Audit Committee and Compensation Committee consist solely of these independent directors, chaired by McWilliams. Daugherty, as a management director, is not listed on these committees .
• Board leadership: CEO and Chair roles are separated (CEO: Snehal Patel; Chair: David McWilliams), enhancing independence and oversight .
• Attendance/executive sessions: In 2024, the board met 4 times; Audit and Compensation Committees met once each; no director attended fewer than 75% of meetings; independent directors meet separately without management on a regular basis .

Director Compensation

• Non-employee director compensation (2024) shows option award value for McWilliams ($255,818), Rothe ($170,650), and Hallock ($170,650). Dr. Daugherty did not receive non-employee director fees/options due to his status as an executive officer .

Compensation Committee Analysis

• Composition: Independent members (McWilliams—Chair, Rothe, Hallock) oversee executive/director compensation policy, plans, annual reviews, compliance, and disclosures .
• Consultant: The committee engaged Radford (Aon plc) in 2024 to assist on compensation matters .
• Equity plan amendment: Increased share reserve to 4,000,000; board/committee assessed dilution (~30% of fully diluted shares at record date), overhang, talent market, and strategic needs; intent is one year of grant capacity .

Risk Indicators & Red Flags

• Hedging/pledging: Policy prohibits hedging/pledging; none pledged as of Dec 31, 2024, reducing misalignment risk .
• Clawback: Plan-level recoupment/clawback provisions allow recovery of compensation, a shareholder-friendly safeguard .
• Dilution: The 2019 Plan amendment to 4,000,000 shares represents material potential dilution; watch future grants and overhang for dilution pressure on common shareholders .
• Section 16 compliance: Company reports timely compliance by officers/directors in 2024 (and 2023), supporting transparency in insider transactions .

Investment Implications

• Alignment: Dr. Daugherty’s personal stake is modest (<1%), but he holds options with near-term vesting/exercisability (23,108 within 60 days as of Oct 28, 2025), which modestly increases sellable capacity; the absence of pledging mitigates forced-selling risk .
• Retention/contract economics: Lack of disclosed CMO-specific severance or change-of-control terms limits visibility into retention economics and potential golden parachute risk; investors should monitor new proxy disclosures for any employment agreement filings affecting incentives and retention .
• Governance quality: Independent committee oversight, separation of Chair/CEO, formal anti-hedging policy, and clawback framework are positives; Daugherty’s dual role (executive + director) is mitigated by committee independence and the board’s leadership structure .
• Dilution and grant cadence: The expanded equity pool signals continued reliance on option/RSU grants across the organization; monitor subsequent Form 4 filings and grant practices for potential dilution and insider selling patterns, particularly around clinical milestones .