Garrett Winslow
About Garrett Winslow
Garrett Winslow is General Counsel and Corporate Secretary of Galecto, Inc. (GLTO), serving since May 2021. He is 46 years old as of April 15, 2025, and previously served as General Counsel and Corporate Secretary of Spring Bank Pharmaceuticals from 2017 to 2020; earlier, he was a member of the Corporate & Securities group at Mintz, Levin, Cohn, Ferris, Glovsky & Popeo. He holds a Master of Taxation from Boston University Law School, a J.D. from Suffolk University Law School, and a B.A. in Business Administration from the University of Washington . He was a signatory for Galecto’s merger subs in the Damora acquisition, reflecting direct involvement in strategic transactions . Specific TSR, revenue growth, and EBITDA growth metrics tied to his tenure are not disclosed in company filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spring Bank Pharmaceuticals, Inc. | General Counsel & Corporate Secretary | 2017–2020 | Not disclosed |
| Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. | Corporate & Securities Group (Member) | Not disclosed | Not disclosed |
External Roles
- No public company directorships or committee roles disclosed in the company’s proxy statements and filings for Winslow.
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 385,000 | 400,400 | 2023 increase effective Jan 1, 2023; 2024 COLA adjustment |
| Target Bonus (% of Base) | 30% | 30% (not separately restated) | Target % from 2023 program |
| Actual Annual Bonus ($) | 69,300 (60% of predetermined metrics achieved) | Not disclosed | Committee discretion based on Company metrics |
Retention cash agreements:
| Item | 2023 Retention (Sep 26, 2023) | 2025 Retention (Nov 10, 2025) |
|---|---|---|
| Retention Bonus Amount ($) | 115,500 | 161,160 |
| Trigger | Earlier of Dec 31, 2024; a Sale Event; or termination without Cause | Earlier of Apr 30, 2026; or termination without Cause |
Performance Compensation
| Incentive | Metric | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual Cash Bonus (2023) | Company performance metrics (predetermined) | $115,500 target (30% of 2023 base) | $69,300 paid; 60% achievement | Paid on committee determination |
| Retention Cash Bonus (2025) | Continued employment/termination without Cause | $161,160 | 100% of target at earlier of Apr 30, 2026 or termination without Cause | As specified in retention agreement |
Notes:
- Filings do not disclose detailed weighting frameworks (e.g., revenue growth, EBITDA, TSR) for Winslow’s annual bonus metrics. The committee applied discretion based on predetermined Company metrics in 2023 .
Equity Ownership & Alignment
Beneficial ownership (as of April 15, 2025):
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Garrett Winslow | 1,009 | 10,334 | 11,343 | * (less than 1%) |
Company shares outstanding: 1,322,359 as of April 15, 2025 .
Outstanding equity awards (Winslow) at Dec 31, 2024:
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| Options (6/15/2021) | 3,525 | 1,275 | 140.25 | 6/15/2031 | 25% on 5/3/2022; monthly to 5/3/2025 |
| Options (1/4/2022) | 1,828 | 1,172 | 81.00 | 1/4/2032 | 25% on 1/4/2023; monthly to 1/4/2026 |
| Options (1/4/2023) | 1,350 | 1,850 | 30.25 | 1/4/2033 | 25% on 1/4/2024; monthly to 1/4/2027 |
| Options (10/9/2024) | 650 | 14,950 | 7.49 | 10/9/2034 | 48 equal monthly installments from grant |
| RSUs (1/3/2024) | — | 4,000 | — | — | 1/3/2025 one-third; remaining semiannually thereafter; $18,600 MV at $4.65 close |
Equity award grant policy and timing:
- Company does not time awards around material nonpublic information; discloses grants made on Oct 9, 2024 near transaction news; Winslow received 15,600 options at $7.49 with grant-date fair value $91,576 (-4.5% price change context disclosed) .
Alignment policies:
- Hedging/pledging: Executives are prohibited from short sales, holding stock on margin, pledging company stock without Audit Committee approval, and from hedging (puts/calls/derivatives) .
- Compensation recovery (clawback): Adopted Nov 16, 2023; mandatory recoupment of incentive-based compensation upon required accounting restatement; no recoveries required through year-end 2024 .
Employment Terms
Separation Benefits Plan (adopted June 30, 2021; applies to Winslow):
| Scenario | Cash Severance | Equity Vesting | Bonus Treatment | Benefits |
|---|---|---|---|---|
| Termination without Cause or resignation for Good Reason (outside Post-Sale Period) | 12 months’ base salary | Time-based awards vest for the amount that would vest during severance period | Prorated bonus for year of termination, subject to criteria | Company-paid share of COBRA premiums during Severance Period (U.S.-based) |
| Termination without Cause or resignation for Good Reason (in connection with or within 24 months after a Sale Event) | Lump sum equal to 12 months’ base salary | 100% acceleration of time-based equity awards | Lump sum equal to 100% of target bonus | COBRA terms as applicable |
Additional provisions:
- Excise tax cutback applies to avoid Section 4999 excise tax if it yields greater after-tax value to the executive .
- Compensation Recovery Policy governs clawback of incentive-based pay for restatements .
Employment agreement and compensation history:
- Employment agreement entered March 2020 with standard terms (at-will) including base, target bonus, and benefits eligibility .
- Base salary raised to $385,000 effective Jan 1, 2023; 2023 annual bonus paid $69,300 based on 60% metric achievement; 2024 base raised to $400,400 for COLA .
Investment Implications
- Retention and severance: A 2025 retention agreement grants a 100% target bonus payout of $161,160 on the earlier of Apr 30, 2026 or termination without Cause, creating a near-term cash event irrespective of performance; severance provides 12 months’ salary and 100% equity acceleration upon qualifying change-of-control separation, reducing retention risk but potentially increasing near-term monetization of equity on termination .
- Ownership alignment: Winslow’s beneficial stake is less than 1% (11,343 shares including options exercisable within 60 days), indicating limited direct equity exposure; hedging and pledging prohibitions mitigate misalignment risks .
- Equity overhang and vesting cadence: Multiple option tranches and 2024 RSUs vest through 2027, with semiannual RSU vesting after Jan 3, 2025, which may contribute to periodic insider-selling pressure around vest dates; monitoring Form 4 filings at these intervals is prudent .
- Governance protections: The Nasdaq-compliant clawback policy and explicit excise tax cutback provisions are shareholder-friendly and reduce red-flag risk related to incentive pay recovery and tax gross-ups .
Overall, Winslow’s compensation is weighted toward time-based equity and discretionary annual cash bonuses with retention cash guarantees through 2026; alignment is moderate given small beneficial ownership, while robust clawback and anti-hedging/pledging policies support governance quality .