Fiscal year 2024 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Joel Lewis | $620,167 | $312,000 | $202,635 | $0 | $0 | $0 | $54,872 | $1,189,674 |
| Chief Executive Officer and President | ||||||||
| Khurram Jamil, M.D. | 365,909 | 120,625 | 398,500 | 0 | 0 | 0 | 60,813 | 945,847 |
| Chief Medical Officer | ||||||||
| Jack Callicutt | 397,333 | 120,000 | 144,740 | 0 | 0 | 0 | 54,872 | 716,945 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| Joel Lewis | $1,189,674 | — | — | — |
| Khurram Jamil, M.D. | 945,847 | — | — | — |
| Jack Callicutt | 716,945 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Jamil | Option | 150,000 | 2.2 | — |
| Joel Lewis | Option | 45,000 | 1.72 | — |
| Jamil | Option | 75,000 | 2.5 | — |
| Jack Callicutt | Option | 32,500 | 1.72 | — |
The Company believes in providing a competitive total compensation package to its executives through a combination of base salary, annual performance bonuses, and long-term equity awards. The executive compensation program is designed to achieve the following objectives: provide competitive compensation that will help attract, retain and reward qualified executives; align executives' interests with our success by making a portion of the executive's compensation dependent upon corporate performance; and align executives' interests with the interests of stockholders by including long-term equity incentives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Barney & Barney LLC |
| Clawback policy | true |
| Anti-hedging | false |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-12-03 | 25,260,489 | 639,415 | 310,420 | 97.53% | Passed |
| 2022 | 2022-12-01 | 16,271,959 | 1,450,200 | 428,140 | 91.82% | Passed |
| 2019 | 2019-12-04 | 20,584,969 | 2,767,101 | 557,416 | 88.15% | Passed |
| 2016 | 2016-12-15 | 10,263,034 | 844,997 | 142,823 | 92.39% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-12-03 | 97.53%a |
| 2022 | 2022-12-01 | 91.82%b |
| 2019 | 2019-12-04 | 88.15%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Annual cash retainer | $35,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 7,500 / 5,000 / 3,500 |
| Stock ownership guideline | — |
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Galectin Therapeutics | 2024 | Joel Lewis | $620,167 | $202,635 | $0 | $0 | $1,189,674 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Joel Lewis | DEF 14A | 2025-10-22 | 0001140361-25-038875 | Section “SUMMARY COMPENSATION TABLE” · page 29. As printed: 1,189,674. Filing ↗ |
| 2 | Section 01, Khurram Jamil, M.D. | DEF 14A | 2025-10-22 | 0001140361-25-038875 | Section “SUMMARY COMPENSATION TABLE” · page 29. As printed: 945,847. Filing ↗ |
| 3 | Section 01, Jack Callicutt | DEF 14A | 2025-10-22 | 0001140361-25-038875 | Section “SUMMARY COMPENSATION TABLE” · page 29. As printed: 716,945. Filing ↗ |
| 4 | Section 06, 2025 vote | Form 8-K | 2025-12-08 | 0001140361-25-044711 | Item 5.07 · say-on-pay result. As reported: 97.53% (votes for as printed: 25,260,489). Filing ↗ |
| 5 | Section 06, 2022 vote | Form 8-K | 2022-12-06 | 0001140361-22-044533 | Item 5.07 · say-on-pay result. As reported: 91.82% (votes for as printed: 16,271,959). Filing ↗ |
| 6 | Section 06, 2019 vote | Form 8-K | 2019-12-06 | 0001193125-19-307822 | Item 5.07 · say-on-pay result. As reported: 88.15% (votes for as printed: 20,584,969). Filing ↗ |
| 7 | Galectin Therapeutics (subject), Section 10b CEO total | DEF 14A | 2025-10-22 | 0001140361-25-038875 | CEO total compensation as printed in Galectin Therapeutics's own proxy. As printed: 1,189,674. Filing ↗ |