Thomas Connelly Jr.
About Thomas M. Connelly, Jr.
Independent director since September 4, 2024 (Class III; term expires 2026). Age 72. Connelly is a former CEO of the American Chemical Society and previously served as Chief Innovation Officer and a member of the Office of the Chief Executive at DuPont, leading global businesses including Delrin, Kevlar, Teflon, and Sorona. He holds degrees in chemical engineering (highest honors) and economics from Princeton, and a PhD in chemical engineering (Winston Churchill Scholar) from Cambridge; he is a member of the National Academy of Engineering. At LWLG, he chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee; the Board has determined he is independent under NASDAQ and Exchange Act rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Chemical Society | Chief Executive Officer | Not disclosed | Led one of the largest scientific societies (170k members). |
| DuPont | Chief Innovation Officer; member, Office of the Chief Executive; led performance materials/applied biosciences | Not disclosed | Leadership of Delrin, Kevlar, Teflon, Sorona businesses across US/EU/Asia. |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Novelis (wholly-owned subsidiary of Hindalco) | Chair, Compensation Committee | Current | Oversight of compensation at a large industrial subsidiary. |
| AV Group NB, Inc. | Chair of the Board | Current | Board leadership. |
| Grasim Industries Limited | Director; member, Risk Management and Audit Committees | Until Aug 2024 | Board and committee service at an Indian public company. |
Board Governance
| Item | Detail |
|---|---|
| LWLG Board independence determination | Independent (as of Dec 2024) under NASDAQ/Exchange Act rules. |
| Committees | Chair, Nominating & Corporate Governance Committee (NCGC); Member, Compensation Committee (CC). |
| Board/class/term | Class III; term expires 2026. |
| Meetings in 2024 | Board: 5; Audit Committee: 4; Compensation Committee: 4; NCGC: 3. |
| Attendance | All directors attended >75% of Board and committee meetings served during 2024. |
| Lead/Chair roles on LWLG Board | Board Chair: Ronald A. Bucchi (non-executive). |
Implications: Connelly’s committee leadership (NCGC Chair) and Compensation Committee membership place him at the center of governance (board evaluations, ESG, cyber oversight, investor engagement) and pay design. Independence confirmed; attendance threshold met as a board-wide disclosure.
Fixed Compensation
| Component (2024) | Amount / Detail |
|---|---|
| Fees earned (cash) | $10,000 (partial year, joined Sep 4, 2024). |
| Equity – RSU grant | 11,488 restricted stock awards granted Sep 4, 2024; grant date fair value $30,788; vesting: 1,436 shares on Oct 1, 2024, remaining 7 equal quarterly installments beginning Jan 1, 2025. |
| Equity – Options | 30,000 non-qualified options granted Sep 4, 2024 at $5.00 strike; vesting: 7,500 on Sep 4, 2024 and remaining in 3 equal monthly installments beginning Oct 1, 2024; grant date fair value $59,964. |
| Total 2024 director comp | $100,752 (cash + stock awards fair value + option fair value). |
2024 Board-approved non-employee director program (for context):
- Nom/Corporate Gov Committee Chair: $37,500 cash retainer (paid quarterly), 17,241 RSUs (2,881 vest 6/18/24; remainder in 10 equal quarterly installments starting 7/1/24), and 90,000 options (45,000 vest 6/18/24; remainder in 6 equal monthly installments starting 7/1/24).
- Other tiers: Lead Director; Audit Chair; Compensation Chair; and Other Directors with specified cash/RSU/option levels and identical vesting mechanics as above. Director compensation for 2025 had not yet been determined at the time of filing.
Peer benchmarking and 2025 design: Meridian Compensation Partners engaged; director peer group criteria expected to adjust (industry/sector, market cap, revenue).
Performance Compensation
| Element | Details |
|---|---|
| Performance metrics tied to director comp | None disclosed for directors; RSUs and options are time-vested per schedules above. |
| Clawback | Nasdaq-compliant compensation recovery policy adopted; applies to incentive compensation; also embedded in 2025 Equity Plan. |
| Option repricing | Prohibited without prior stockholder approval under plan terms. |
| Change-in-control treatment | For the listed director awards, options and restricted stock awards become fully vested/exercisable immediately prior to a change in control. |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Novelis (Hindalco subsidiary) | Private subsidiary | Chair, Compensation Committee | No LWLG-related transaction disclosure; not a disclosed related party. |
| AV Group NB, Inc. | Private | Chair of the Board | No LWLG-related transaction disclosure. |
| Grasim Industries Limited | Public (India) | Director; Risk and Audit Committees (through Aug 2024) | Ended prior to current proxy record date; no LWLG-related transaction disclosure. |
| Compensation Committee interlocks | N/A | N/A | Company discloses no interlocking relationships and no relationships requiring Item 404 disclosure for Compensation Committee members (including Connelly). |
Expertise & Qualifications
- Chemical engineering and economics background; PhD chemical engineering (Cambridge); National Academy of Engineering.
- Global operating and innovation leadership at DuPont (materials, applied biosciences), ACS CEO.
- Governance skillset: chairs NCGC (board evaluation, governance guidelines, ESG, investor engagement; cyber risk oversight listed in NCGC remit).
Equity Ownership
| As of Record Date (per proxy) | Shares |
|---|---|
| Beneficially owned shares (total) | 41,488; less than 1% of outstanding. |
| Options and warrants included | 30,000 (included in beneficial ownership per 60-day rule). |
| Implied common shares (non-derivative) | 11,488 (from RSU grant count aligning with total and options included). |
Policies and alignment:
- Stock ownership/retention guidelines: Company maintains none for executives or directors.
- Hedging/pledging: Prohibited; margin or pledging requires pre-approval; hedging and short sales prohibited under Insider Trading Policy.
Insider Trades (since appointment)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Direct Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-09-30 | 2025-10-02 | M (option-related; exempt) | 20,161 | $0.00 | 51,811 | https://www.sec.gov/Archives/edgar/data/1325964/000107997325001550/0001079973-25-001550-index.htm |
| 2025-10-02 | 2025-10-02 | S (open market sale) | 6,000 | $4.255 | 45,811 | https://www.sec.gov/Archives/edgar/data/1325964/000107997325001550/0001079973-25-001550-index.htm |
Notes:
- Initial reported beneficial ownership upon joining showed 41,488 shares direct (reflecting RSUs and options context).
Governance Assessment
Strengths
- Independent director; chairs NCGC and serves on Compensation Committee, aligning with governance, board evaluation, ESG, investor engagement, and cyber oversight responsibilities.
- Robust governance policies: clawback policy in place; equity plan prohibits repricing without shareholder approval.
- Attendance: board-level disclosure indicates all directors exceeded the 75% attendance threshold in 2024; committees met regularly (Audit 4; Compensation 4; NCGC 3).
Watchpoints / Potential Red Flags
- Change-in-control acceleration: full vesting of director options and RSUs upon a change in control reduces at-risk alignment through the transaction (single-trigger-like acceleration for directors).
- No stock ownership guidelines for directors or executives; may weaken long-term alignment expectations.
- Newer tenure at LWLG (appointed Sep 2024); ownership stake relatively small (beneficial ownership <1%).
- Related-party oversight: While no Item 404 relationships disclosed for Compensation Committee members (including Connelly), the Board did engage a director (El-Ahmadi) as acting VP Engineering via a consulting agreement—this is not tied to Connelly but underscores the importance of ongoing related-party oversight.
Overall implication for investor confidence: Connelly brings high-caliber industrial, scientific, and governance credentials and now leads NCGC during a period of board refresh and compensation framework reassessment. Alignment could be improved with ownership guidelines; acceleration on change-in-control warrants scrutiny in M&A scenarios, though company-level clawback and anti-repricing provisions are positive governance signals.