Snehal S. Patel
About Snehal S. Patel
Snehal S. Patel (age 61) is Chief Executive Officer, Chief Financial Officer, and a director of Greenwich LifeSciences (GLSI). He brings 30+ years across executive management, corporate development, operations, and investment banking; degrees include BS Chemical Engineering and MS Biochemical Engineering (MIT) and an MBA (University of Chicago) . He has led GLSI’s clinical and regulatory progress (e.g., Phase III Flamingo-01 expansion to Europe; clinical hold removed in 2022) while navigating auditor transitions and material weaknesses remediation efforts . TSR and revenue/EBITDA growth metrics are not disclosed in the filings reviewed; 2024 record-date trading price reference was $13.93 for equity plan dilution analysis .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JP Morgan Chase; Ferghana Partners; Sanders Morris Harris | Investment banker focused on healthcare/biotech transactions | Not disclosed | Financing and strategic advisory across biotech; informed capital markets and M&A judgement |
| Various public/private biotech companies; Bayer; consulting firms | Consulting/operations/business development roles in R&D and manufacturing scale-up | Not disclosed | Clinical/pre-clinical asset development, manufacturing design/scale-up in stem-cell therapy, MS T‑cell therapy, oncolytic viruses; operations execution |
External Roles
No current public company directorships beyond GLSI were disclosed in reviewed filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 556,875 | 612,563 |
| Target Bonus (% of base) | Up to 50% per Employment Agreement | Up to 50% per Employment Agreement |
| Actual Cash Bonus Paid ($) | 528,438 | 306,281 (deferred bonus) |
Notes: Employment Agreement dated Sept 29, 2020; auto‑renews annually unless notice 60 days prior to term end .
Performance Compensation
| Award/Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus | Not disclosed | Up to 50% of base | Paid $528,438 (2023); $306,281 (2024, deferred) | Annual |
| Option award (6/22/2022) | N/A | N/A | Grant size determined for comp/incentives; strike $7.63 | Vests over 48 months; as of 12/31/2024, 132,403 exercisable, 916,320 unexercisable; expires 6/21/2032 |
| Option awards (12/24/2024) | N/A | N/A | 100,000 options (immediate vest); additional 1,048,723 options (25% earned immediately) at $12.16 | Immediate vest on 100,000; remainder earned/vests in equal installments over 36 months from 1/1/2025; options exp. 12/23/2034 |
Additional details:
- 2023 stock awards comprised options to purchase 262,181 shares; 2024 stock awards $5,322,841 fair value (aggregate) including options to purchase 630,000 shares; awards “may or may not vest” based on additional performance milestones (metrics not disclosed) .
- Plan design does not disclose explicit revenue/EBITDA/TSR/ESG weighting for NEO incentives; CD&A-style metric framework not provided in reviewed proxies .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 6,074,953 shares (41.11% of outstanding as of 10/28/2025) |
| Components | Direct 1,505,604; Snehal Patel IRA 1,494,863; 401k 28,600; Patel Family Trusts 1–3 total 2,405,670; Kinnary Patel IRA 135,865; plus 504,351 shares via vested/vesting within 60 days options |
| Vested vs unvested (options snapshot) | 12/31/2024: 132,403 exercisable; 916,320 unexercisable (2022 grant); 100,000 immediate‑vest options in 12/2024; 1,048,723 unvested/earning over 36 months (time‑based) |
| Pledging/hedging | Hedging, short sales, derivatives, margin purchases prohibited; pledging prohibited absent pre‑clearance; as of 12/31/2024 none of the directors or executive officers had pledged shares |
| 10b5‑1/insider sale controls | Pre‑clearance required; blackout windows; 10b5‑1 plans allowed with cooling-off; quantitative limit for directors/officers: no plan pre‑cleared to sell more than 1/12th of 25% of vested holdings per month (reduces dump risk) |
| Ownership guidelines | Not disclosed in reviewed filings |
| Potential dilution (plan overhang) | 2019 Plan increased from 1.5M to 4.0M shares (approved 12/19/2024), representing ~30% of fully diluted shares; incremental ~15% potential dilution from increase . Vote: For 8,067,672; Against 164,730; Abstain 5,043; Broker non‑vote 999,970 |
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Agreement; term | Employment Agreement dated 9/29/2020; initial term through 12/31/2021; auto‑renews 1‑year periods unless either party notices non-renewal ≥60 days prior to expiration |
| Base/bonus eligibility | Base salary $450,000 “subject to increase”; annual bonus up to 50% of then‑current base; eligible for equity grants and a “strategic transaction bonus” |
| Severance (without Cause / Good Reason) | Lump sum of accrued compensation, unpaid/earned bonus, pro‑rated target year bonus; with executed release: “Severance Payment” (defined in agreement) and 12 months COBRA premiums |
| Change‑of‑Control protections | If terminated without Cause or for Good Reason within 6 months prior (with pending CoC) or within 12 months post‑CoC: accrued comp, pro‑rated bonus, plus lump sum equal to 12 months base salary and equity grants at rate in effect; 6 months COBRA; immediate vesting of all unvested shares; options/warrants/convertibles become fully exercisable for defined post‑termination period (subject to original expiry) |
| Non‑compete / Non‑solicit | 1 year post‑termination non‑compete and non‑solicit of customers, suppliers, employees |
Board Governance
- Role and structure: Patel is CEO and CFO and serves on the board; the Chair is separate (David B. McWilliams), supporting independent oversight. Independent directors: McWilliams, Rothe, Hallock; Patel is not independent .
- Committees: Audit (McWilliams Chair; Rothe; Hallock); Compensation (McWilliams Chair; Rothe; Hallock). The board serves as nominating/governance; Patel does not sit on Audit or Compensation (committees fully independent) .
- Attendance: FY2024 Board held 4 meetings; Audit 1; Compensation 1; no director attended fewer than 75% of applicable meetings .
- Anti‑hedging/pledging policy: board‑level policy applicable to directors/officers; none pledged as of 12/31/2024 .
Dual‑role implications: Combining CEO and CFO concentrates financial reporting and strategic authority in Patel; mitigants include independent Chair and fully independent Audit and Compensation Committees, but continued ICFR “material weaknesses” noted historically elevate oversight risk until remediated .
Director Compensation (context)
Non‑employee directors received option awards; 2024 examples: McWilliams $255,818; Rothe $170,650; Hallock $170,650 (equity-based, with multi‑year vesting) . Executive directors (e.g., Patel) are compensated under the NEO program, not via director retainers .
Performance & Track Record
- Clinical/regulatory execution: Expansion of Phase III Flamingo‑01 into Europe and plan to open up to 150 sites globally . Prior FDA clinical hold lifted in July 2022 allowing trial initiation .
- Data integrity/process risk: Company disclosed material weaknesses in internal control over financial reporting in 2023 and 2024; change in independent auditor in July 2025 (RBSM dismissed; MaloneBailey engaged) .
- Shareholder actions: Stockholders approved significant increase of equity plan reserve to 4.0M shares in Dec 2024, indicating acceptance of equity-heavy compensation to retain/attract talent amid clinical scale‑up .
Compensation Committee & Peer Benchmarking
- Compensation Committee: McWilliams (Chair), Rothe, Hallock; independent under Nasdaq rules .
- Consultant: Radford (Aon plc) engaged to advise committee .
- Peer group/percentile target: Not disclosed in reviewed filings .
Risk Indicators & Red Flags
- Concentrated insider ownership: Patel beneficially owns ~41% of common stock; combined insiders (directors/executives) ~51% as of 10/28/2025—governance influence high .
- Equity overhang/dilution: 2019 Plan expanded to 4.0M shares (~30% fully diluted; +15% incremental dilution) .
- ICFR material weaknesses and auditor changes: elevated financial reporting risk until remediation complete .
- Anti‑hedging/pledging, 10b5‑1 preclearance, and quantitative sale limits mitigate opportunistic selling/hedging risk .
- No say‑on‑pay: 2024 meeting did not include an advisory vote on executive compensation (emerging growth status); governance feedback channel via plan amendment voting only .
Equity Grant & Vesting Detail (selling pressure/overhang)
| Grant date | Instrument | Strike | Expiration | Status at 12/31/2024 | Vesting schedule / remarks |
|---|---|---|---|---|---|
| 6/22/2022 | Stock options | $7.63 | 6/21/2032 | 132,403 exercisable; 916,320 unexercisable | 48‑month installments; 20% vested by 12/31/2024; remaining may vest over 18 months from 1/1/2025, subject to additional performance milestones |
| 12/24/2024 | Stock options | $12.16 | 12/23/2034 | 100,000 immediate‑vest; 1,048,723 unvested/earning | 100,000 vested immediately; additional 1,048,723 earned 25% immediately, remainder earned in equal installments over 36 months from 1/1/2025, with time‑based vesting |
Combined with the 10b5‑1 preclearance limits (≤1/12th of 25% of vested holdings per month under trading plans), near‑term vesting cadence implies a measured, regulated potential supply rather than abrupt selling spikes—though the large reserve increase (4.0M shares) adds medium‑term overhang .
Ownership Table (as of 10/28/2025)
| Holder | Shares | % of outstanding |
|---|---|---|
| Snehal S. Patel (incl. related entities and options exercisable/vesting within 60 days) | 6,074,953 | 41.11% |
| All current directors and executive officers as a group (5 persons) | 7,719,713 | 51.47% |
Governance Policies Relevant to Incentives
- Anti‑hedging/pledging and margin prohibition; options/derivatives prohibited absent pre‑clearance .
- Insider Trading Compliance Program: pre‑clearance of trades, blackout periods, mandatory 10b5‑1 plan review, and monthly sale caps as above .
- Equity Plan clawback aligned with SEC Rule 10D‑1: recoupment of incentive compensation upon financial restatements; awards subject to recoupment .
Investment Implications
- Pay‑for‑performance alignment: Compensation is heavily equity‑based (significant option grants in 2022 and 2024), with time‑based and milestone‑conditional vesting; however, lack of disclosed quantitative performance metrics (revenue/EBITDA/TSR) in bonus/PSU structures limits investors’ ability to independently assess pay outcomes versus operating performance .
- Retention risk vs. dilution: Expanded 4.0M‑share plan supports retention through multi‑year vesting but increases dilution potential (~30% fully diluted capacity; +15% incremental), a key factor for small‑cap biotech valuation and per‑share economics .
- Insider selling pressure: Large scheduled option vesting from 2025 onward is tempered by strict insider‑trading controls and quantitative 10b5‑1 sale limits, reducing near‑term dump risk; nonetheless, vest‑related supply should be monitored around unlock dates .
- Governance/oversight: Separation of Chair and CEO is a positive; however, Patel’s combined CEO+CFO roles elevate key‑person and reporting‑risk concentration. Independent Audit/Comp Committees and anti‑hedging/recoupment policies are mitigating features; continued remediation of ICFR weaknesses and stable auditor oversight are critical watch items .
- Strategy/execution: Continued progress of Flamingo‑01 (site expansion; regulatory milestones) remains the primary value lever. Incentive structures (heavy options) align with long‑dated clinical outcomes but lack of explicit metric disclosure reduces transparency on annual cash incentive rigor .
Citations: Executive biography, board/committee structure, and independence ; 2024–2025 compensation and awards ; employment agreement and severance/CoC ; anti‑hedging/pledging ; 10b5‑1 controls and sale limits ; beneficial ownership ; equity plan amendment/dilution and vote outcomes ; auditor change/material weaknesses ; clinical progress .