United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.        )

Filed by the Registrant    ☒                                                     Filed by a Party other than the Registrant    ☐

Check the appropriate box:

GALECTIN THERAPEUTICS INC.

(Name of Registrant As Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April XX, 2018October 17, 2019

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Galectin Therapeutics Inc. The meeting will be held on Tuesday, May 22, 2018Wednesday, December 4, 2019 at 9:00 a.m., local time, at the offices of Dentons US LLP, located at 303 Peachtree Street NE, Suite 5300, Atlanta, GA 30308,30308.

The meeting will be held for the following purposes:

2019.

If you plan on attending the meeting in person, we encourage you to email us in advance atcallicutt@galectintherapeutics.com, so that we can add your name to the list of attendees for building security purposes. You must bring valid government-issued photo identification such as a valid driver’s license or passport to be admitted to into the building, and proof of ownership of the Company’s Common Stock or Series A 12% Convertible Preferred Stock to be admitted to the Annual Meeting.

These items of business are more fully described in the proxy statement accompanying this Notice.letter.

In addition, the proxy statement contains other important information about Galectin Therapeutics, including information about the role and responsibilities of our Board of Directors and its committees, information about executive compensation, and information about the beneficial ownership of Galectin TherapeuticsTherapeutics’ securities.

Your vote is very important. Whether or not you plan to attend the annual meeting in person, please complete and return the enclosed proxy card.

GALECTIN THERAPEUTICS INC.

4960 Peachtree Industrial Blvd., Suite 240

Norcross, Georgia 30071

NOTICE OF THE 20182019 ANNUAL MEETING OF STOCKHOLDERS

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY PROMPTLY BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Stockholder Meeting to be Held December 4, 2019.

The Letter to Stockholders, Notice of Meeting, Proxy Statement, and Annual Report on Form10-K, are available at: www.proxyvote.com

TABLE OF CONTENTS

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GALECTIN THERAPEUTICS INC.

4960 Peachtree Industrial Blvd., Suite 240

Norcross, Georgia 30071

PROXY STATEMENT

FOR 2018THE 2019 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 22, 2018December 4, 2019

This proxy statement contains information about the 20182019 annual meeting of stockholders (“20182019 Annual Meeting”) of Galectin Therapeutics Inc. (referred to in this proxy statement as “Galectin”, “Galectin Therapeutics”, “the Company”, “we”, “our” or “us”). The meeting2019 Annual Meeting will be held on Tuesday, May 22, 2018,Wednesday, December 4, 2019, beginning at 9:00 a.m. local time, at the offices of Dentons US LLP, located at 303 Peachtree Street NE, Suite 5300, Atlanta, GA 30308.

This proxy statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at the 20182019 Annual Meeting and at any adjournment of that meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions on your proxy, it will be voted in accordance with the recommendations of our Board of Directors.

These proxy materials, together with our annual reportAnnual Report to stockholders on Form10-Kfor our 20172018 fiscal year, are first being mailed to stockholders on or about April XX, 2018October 17, 2019 and are also available online at www.proxyvote.com and at www.galectintherapeutics.com. For ease of voting, stockholders are encouraged to vote using the Internet. We encourage you to access and review all of the important information in the proxy materials before voting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of the annual meeting?

At our 2018Our 2019 Annual Meeting stockholders will consider and vote onbe held for the following matters:purposes:

2019.

Who can vote?

You may vote if you were a stockholder of Galectin Therapeutics as of the close of business on the record date, March 26, 2018.October 10, 2019. Shares outstanding on the record date are the following:

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.

The shares of Series A Preferred Stock and Series B Preferred Stock vote on anas-converted basis with the shares of common stock.Common Stock. The shares of our Series C Super Dividend Convertible Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”) do not have voting rights prior to conversion to common stock.Common Stock. The shares of the Series A Preferred Stock Series B Preferred Stock and the Series C Super Dividend Convertible Preferred Stock are hereafter referred to as the “Preferred Stock”.

How many votes do I have?

Each share of our common stockCommon Stock that you own on the record date entitles you to one vote on each matter subject to a vote. Each share of Series A Preferred Stock that you own on the record date entitles you toone-sixth vote (i.e. six shares of Series A Preferred Stock equals one vote) on each matter that is submitted to a vote of holders of our common stock. Each share of our SeriesB-1 Preferred Stock and SeriesB-2 Preferred Stock entitles the holder totwo-thirds of a vote (i.e. three shares of SeriesB-1 Preferred Stock and SeriesB-2 Preferred Stock equals two votes) on each matter that is submitted to a vote of holders of our common stock. Each share of our SeriesB-3 Preferred Stock entitles the holder to 71% of a vote (i.e. 1,789,246 votes total for 2,508,000 shares of SeriesB-3 Preferred Stock) on each matter that is submitted to a vote of holders of our common stock.Common Stock.

Directors and executive officers of Galectin Therapeutics own or control the voting of 11,486,80416,608,728 shares of common stockCommon Stock or the common equivalent of voting Preferred Stock, representing approximately 28%29% of the total outstanding voting shares at the record date. We expect all of these shares will be votedFOR all of the proposals as described in this proxy statement.

How do I vote?

If you are the record holder of your shares, meaning that you own your shares in your own name and not through a bank or brokerage firm, you may vote as follows:

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FOR approving an amendment to our Amendedthe 2019 Omnibus Equity Incentive Plan and Restated 2009 Incentive Compensation Plan to reserve an additional 1,000,0004,000,000 shares for issuance under the plan.

FOR the authorization of the adjournment of the annual meeting if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the annual meeting or adjournment or postponement thereof to approve any of the foregoing proposals.

Is my vote important?

Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions in this proxy statement. Choose the way to vote that is the easiest and most convenient for you and cast your vote as soon as possible.

What if I return a proxy card but do not make specific choices?

Any proxy card returned without directions given will be voted (1) “FOR” the election of directorsthe nominees presented in this proxy statement to the Board of Directors, (2) “FOR” approving, on a nonbinding advisory basis, the compensation of the named executive offices, (3) “FOR” approving, on a nonbinding advisory basis, an advisory vote on executive compensation every “THREE YEARS”, (4) “FOR” the ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm to audit the financial statements for our 20182019 fiscal year, (3)(5) “FOR” adoptingapproving the 2019 Omnibus Equity Incentive Plan and approving an amendment to our Restated Articles of Incorporation to increase our authorized common voting shares from 50,000,000 to 100,000,000, (4) “FOR” approving an amendment to our Amended and Restated 2009 Incentive Compensation Plan to reserve an additional 1,000,000reserving 4,000,000 shares for issuance under the plan, (5) “FOR” the authorization of the adjournment of the annual meeting if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the annual meeting or adjournment or postponement thereof to approve any of the foregoing proposals, and (6) as to any other business that may come before the 20182019 Annual Meeting, in accordance with the judgment of the person or persons named in the proxy.

Will my shares be voted if I do not provide my proxy?

Your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority to vote shares for which their customers do not provide voting instructions on certain “routine” matters.

The proposal to ratify the selection of Cherry Bekaert LLP as our independent auditor for fiscal year 20182019 is considered a routine matter for which brokerage firms may vote shares for which they have not received voting instructions. The other proposals to be voted on at our 20182019 Annual Meeting are not considered “routine” under applicable rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “brokernon-vote.”

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Who pays for the solicitation of Proxies?

The solicitation of proxies in the enclosed form is made on behalf of the Board of Directors. We pay all costs to solicit these proxies. Our officers, directors and employees may solicit proxies but will not be additionally compensated for such activities. We are also working with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of shares held of record by such institutions and persons. We will reimburse their reasonable expenses.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at leastone-third of the outstanding shares entitled to vote are represented by stockholders present at the meeting or by proxy. On the record date, there were 41,588,80257,005,121 shares of common stockCommon Stock outstanding or deemed outstanding based on voting rights of Series A Preferred Stock or Series B Preferred Stock on anas-converted basis. Thus, 13,862,92119,001,707 shares must be represented by stockholders present at the meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and brokernon-votes will be counted towards the quorum requirement. If a quorum is not present, the meeting will be adjourned until a quorum is obtained.

What vote is required for each item to pass?

Election of Directors.Directors. Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote in the election. There are eightnine nominees and eightnine positions to be filled; this means that the eightnine individuals receiving the most votes will be elected. Abstentions and brokernon-votes will not be relevant to the outcome. Our ninth director, whom we refer to as

Advisory approval of executive compensation.The advisory vote regarding the Series B Director, is nominated and electedapproval of executive compensation will be determined by a majority of votes cast by the holder(s)holders of shares entitled to vote in the Series B Preferred Stock voting aselection. Accordingly, abstentions and brokernon-votes will not be relevant to the outcome.

Advisory approval of frequency of stockholder advisory vote on executive compensation.The advisory vote regarding the frequency with which Galectin will conduct shareholder advisory votes on executive compensation will be determined by a separate class.plurality of votes cast by the holders of shares entitled to vote in the election. Accordingly, abstentions and brokernon-votes will not be relevant to the outcome. Stockholders may choose an annual, biennial, or triennial frequency, i.e., every year, every two years, every three years, or they may abstain. The frequency option that receives the most votes will be deemed the option chosen by the advisory vote.

Ratification of independent registered public accounting firm.firm. The votes cast “for” must exceed the votes cast “against” in order to ratify the selection of Cherry Bekaert LLP, as our independent registered public accounting firm. Abstentions and brokernon-voteswill not be relevant to the outcome.

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If your shares are held in street name and you do not provide voting instructions to your broker, bank or other nominee, your broker is entitled to vote your shares with respect to the proposal to ratify the selection of Cherry Bekaert LLP as our independent auditor for fiscal year 2019. Otherwise, they will be treated as brokernon-votes and, except as noted above with respect to ratify the selection of Cherry Bekaert LLP as our independent auditor for fiscal year 2019, will not be counted for purposes of determining the outcome of a proposal. Abstentions and votes “withheld” are counted for the purpose of establishing a quorum.

Your Board of Directors currently has nine members. Why are only eight elected at the annual meeting?

The holders of our common stock will vote for the election of eight directors at the 2018 Annual Meeting and the holder(s) of our Series B Preferred Stock have the right, as long as any shares of Series B Preferred Stock are outstanding, to vote as a separate class to elect two additional directors, referred to as the Series B directors, although the holders of the Series B preferred stock only intend to elect one director, for a total of nine directors. The holder(s) of the Series B Preferred Stock also have the right to nominate three of the remaining eight directors, however, the holder(s) of the Series B Preferred Stock have not exercised their right to nominate three directors for purposes of the 2018 annual meeting. As of March 26, 2018, 10X Fund L.P. is the owner of all of the issued and outstanding shares of the Series B Preferred Stock. For additional information, please see “Security Ownership of Certain Beneficial Owners and Management” below.

Who will count the votes?

We will appoint an Inspector of Elections for the 2018 Annual Meeting who will not be an officer, director or nominee.

What is “householding”?

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is called “householding.” This reduces the volume of duplicate information received at your household and helps to reduce costs. YourWe may household your materials may be househeld based on your prior express or implied consent. A number of brokerage firms have instituted householding. Once a stockholder has received notice from his or her broker that the broker will be householding communications to the stockholder’s address, householding will continue until the stockholder is notified otherwise or until one or more of the stockholders revokes his or her consent.

If you would like to receive your own set of our proxy statement and related materials now or in the future, or if you share an address with another Galectin Therapeutics stockholder and together both of you would like to receive only a single set of our proxy materials in the future, please contact your broker (if you hold your shares

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 26, 2018,October 10, 2019, certain information concerning the beneficial ownership of our common stock, Series A PreferredCommon Stock and Series BA Preferred Stock by (i) each person known by us to own beneficially five percent (5%) or more of the outstanding shares of each class, (ii) each of our directors, new director nominee and named executive officers, and (iii) all of our executive officers, directors and new director nominee as a group. The table also sets forth, in its final column, the combined voting power of the voting securities on all matters presented to the stockholders for their approval at the 20182019 Annual Meeting, except for such separate class votes as are required by law.Meeting.

The number of shares beneficially owned by each 5% stockholder, director or executive officer is determined under the rules of the Securities and Exchange Commission, or SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares that the individual or entity has the right to acquire within 60 days after March 26, 2018October 10, 2019 through the exercise of any stock option, warrant or other right, or the conversion of any security. Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than ten percent of our common stock,Common Stock, to file reports of ownership and changes of ownership of such securities with the SEC. Except as set forth below, which we have disclosed in our Annual Report filed on Form10-K for the year ended December 31, 2017,2018, all reports were timely filed during the fiscal year ended December 31, 2017.2018.

On May 29, 2018, Kary Eldred filed a Form 3 relating to his appointment as a director of the Company on May 22, 2018. Upon the reporting person’s appointment as a director, he also received a grant of stock options on May 22, 2018. The reporting person filed a Form 4 relating to such grant on May 29, 2018. Both of these referenced filings should have been made within two business days of the date of grant of the stock options.

10On June 20, 2018, each of 10X Fund, L.P. and 10X Capital Management, LLC, the general partner of 10X Fund, L.P., filing jointly, and James C. Czirr, the managing member of 10X Capital Management, LLC, filing separately, reported on Forms 4 (i) the disposition by 10X Fund, L.P. of 31,860 shares of Common Stock on June 14, 2018, (ii) a separate disposition by 10X Fund, L.P. of 44,525 shares of Common Stock also on June 14, 2018, (iii) a disposition of 15,475 shares of Common Stock by 10X Fund, L.P. on June 15, 2018, and (iv) a disposition of 60,000 shares of Common Stock by 10X Fund, L.P. on June 18, 2018. The above transactions on June 14, 2018 and June 15, 2018, should have been reported on Forms 4 within two business days of the respective transactions

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Nominating and Corporate Governance Committee of our Board of Directors, or “Board”, has nominated seven members currently serving on our Board, identified below, to bere-elected, and one individual, Harold H. Shlevin, Ph.D. our president and Chief Executive Officer who is not currently a director, to be newly elected, in each case at the 20182019 Annual Meeting to serve until the 20192020 annual meeting of stockholders and until their respective successors are elected and qualified. James C. Czirr is being nominated by 10X Fund L.P., pursuant to contractual rights set forth in certain warrants to purchase Common Stock that 10X Fund L.P. holds. Each Company Nomineeof the director nominees has agreed to serve on the Board, if elected.

The Nominating and Corporate Governance Committee is nominating eight directors to be elected to the Board of Directors because James C. Czirr is being nominated and elected by the holder(s) of the Series B Preferred Stock voting as a separate class (the “Series B Director”). In addition, the holder(s) of the Series B Preferred Stock have the right, to nominate three additional directors to the Board, (the “Series B Nominees”), however, the holder(s) of the Series B Preferred Stock have not exercised such right in connection with this election. As of March 26, 2018, 10X Fund L.P. is the owner of all of the issued and outstanding shares of the Series B Preferred Stock. James C. Czirr, the Series B Directors, is managing member of 10X Capital Management LLC, the general partner of 10X Fund L.P. Richard Uihlein, who was originally elected to the Board as a Series B Nominee in 2017, is a limited partner in 10X Fund L.P., and is a holder of more than 5% of our issued and outstanding common stock and more than 5% of our outstanding Series C Preferred Stock. Joel Lewis, who was also originally elected to the Board as a Series B Nominee in 2017 is an employee of Uline Inc., a corporation for which Richard Uihlein is a controlling shareholder and serves as chief executive officer. Theodore Zucconi, Ph.D., currently serves as a Series B Director, but will not be elected by the holder(s) of the Series B Preferred Stock as a Series B Director in 2018. Accordingly, Dr. Zucconi’s term as a director will expire at the 2018 Annual Meeting.

If all of the nominees are elected at the 2018 Annual Meeting, our Board of Directors will have nine members, including the Series B Director. Set forth below is information regarding the nominees, as of March 26, 2018,October 10, 2019, including their ages, positions with Galectin Therapeutics, recent employment and other directorships. Background information with respect to the Series B Director is also provided below.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF EACH NOMINEE.

The persons who have been nominated for election at the 20182019 Annual Meeting to serve on our Board of Directors are named in the table below. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Company Nominees

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February 2001. He served as a Director of Pacific Telesis Group from 1995 until the company was acquired by AT&T in 1997. Prior to 1997, he served as Chairman, President and CEO of National Semiconductor (1991-1996) and Apple Computer (1996-1997). We believe Dr. Amelio’s qualifications to sit on our Board of Directors

include his executive leadership and management experience, as well as his extensive experience with global companies, his financial expertise and his years of experience providing strategic advisory services to organizations.

James C. Czirr, is being nominated by 10X Fund L.P., pursuant to contractual rights set forth in certain warrants to purchase Common Stock that 10X Fund L.P. holds. Mr. Czirr has served as a director since February 2009, served as Chairman of the Board from February 2009 until January 2016 and Executive Chairman from February 2010 until January 2016, is aco-founder of 10X Fund, L.P. and is a managing member of 10X Capital Management LLC, the general partner of 10X Fund, L.P. Mr. Czirr was aco-founder of Galectin Therapeutics in July 2000. Mr. Czirr was instrumental in the early stage development of Safe Science Inc., a developer of anti-cancer drugs; served from 2005 to 2008 as Chief Executive Officer of Minerva Biotechnologies Corporation, a developer of nano particle bio chips to determine the cause of solid tumors; and was a consultant to Metalline Mining Company Inc., now known as Silver Bull Resources, Inc., (AMEX: SVBL), a mineral exploration company seeking to become a low cost producer of zinc. Mr. Czirr received a B.B.A. degree from the University of Michigan. We believe that Mr. Czirr is best situated to sit on our Board because he is the director who was aco-founder of the Company and is familiar with our business and industry.

Kary Eldred, a new nominee to our Board, is a director since 2018 and Chief Investment Officer for the Living Stones Foundation since July 2015 and has been an active private equity investor for many years. In these capacities, he serves and has served on a number of corporate boards of companies with potential for and driving toward initial public offerings and is currently serving as a board member in Buy It Installed (since 2017), Babywise and Wise King Media (since 2015). Kary Eldred also served on the board and audit committee of GCT Semiconductor. From January 2011 through October 2014, Mr. Eldred was CEO & Chairman of Altadona, S.A. a software integration company based in Europe and prior to that was a principal in Parakletos Ventures, an institutional venture capital firm with several investments in companies that went on to be acquired or become publicly listed on different exchanges around the world including the NASDAQ, KOSDAQ and the GEM market. Mr. Eldred has an Executive MBA from IE Business School and a BA in Foreign Service from Baylor University. We believe that Mr. Eldred’s qualifications to sit on our board include his experience serving on boards of several companies and experience in venture capital and private equity investing.

Kevin D. Freeman,, a director since May 2011, holds the Chartered Financial Analyst designation and is Chief Executive Officer of Cross Consulting and Services, LLC, an investment advisory and consulting firm founded in 2004. He is also author of a New York Times best-selling book about the stock market and economy and the host of a television segmentsprogram (Economic War Room with Kevin Freeman) that airs nationally during local newscasts on 200 stations.BlazeTV. Formerly he was Chairman of Separate Account Solutions, Inc. and held several offices at Franklin Templeton Investment Services from 1991 to 2000. He holds a B.S. in business administration from University of Tulsa, Tulsa, Oklahoma. We believe Mr. Freeman’s qualifications to sit on our Board of Directors includes his extensive financial expertise and his years of experience providing financial advisory services.

Joel Lewis, a director since 2017, is the Managing Director of Shareholder Services at Uline, Inc. (a distributor of shipping, packaging and industrial supplies), a position he has held since 2007. Mr. Lewis is a financial executive with over 25 years of experience started his career in public accounting in 1992. Prior to his employment with Uline Inc., Mr. Lewis served as a Tax and Accounting Manager for Century America LLC from 2001 to 2006 and a Tax Manager for Deloitte & Touche from 1998 to 2001. After spending a decade in public accounting where he specialized in both financial reporting and taxation, Mr. Lewis migrated to privately held companies focusing on high net worth family businesses. Mr. Lewis has a wide range of expertise including working in a variety of industries and disciplines including taxation, restructuring, acquisition and private equity ventures. Mr. Lewis is a registered CPA in the state of Illinois. He holds a B.S. in Accountancy from the

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qualifications to sit on our Board include his business and financial expertise and his service as a board observer on our Board during 2017.

Gilbert S. Omenn, M.D., Ph.D., a director since September 2014, served on the board of directors of Amgen Inc. for 27 years and of Rohm & Haas Company for 22 years. He currently serves on the boards of EsperionOncofusion Therapeutics Inc., and Oncofusion.MedsynBio LLC of Ann Arbor, MI. Dr. Omenn is the Harold T. Shapiro Distinguished University Professor of Computational Medicine & Bioinformatics, Internal Medicine, Human Genetics, and Public Health and Director of the university-wide Center for Computational Medicine and Bioinformatics at the University of Michigan where he leads major research programs in proteomics and integrative biomedical informatics.Michigan. Dr. Omenn served as executive vice president for medical affairs and as chief executive officer of the University of Michigan Health System from 1997 to 2002. Prior, to this, he was the dean of the School of Public Health and Community Medicine and professor of medicine and a Howard Hughes Medical Institute investigator at the University of Washington.Washington and Member of the Fred Hutchinson Cancer Research Center. Earlier he was Associate Director of the White House Office of Science and Technology Policy and of the Office of Management and Budget. He is the author of more than 563600 research papers and scientific reviews and author/editor of 18 books. Dr. Omenn received his B.A. summa cum laude from Princeton University, M.D. magna cum laude from Harvard Medical School, and Ph.D. in genetics from the University of Washington. We believe Dr. Omenn’s qualifications to sit on our Board of Directors include his extensive executive leadership and management experience in the medical industry and his continuing cutting-edge research.

Marc Rubin, M.D, a director since October 2011 and Chairman of the Board sincefrom January 2016 through May 2018, is Executive Chairman of the Board of Directors of Titan Pharmaceuticals, Inc. (TTNP: OTC BB) and served as its President and Chief Executive Officer from October 2007 to January 2009. Until February 2007, Dr. Rubin served as Head of Global Research and Development for Bayer Schering Pharma, as well as a member of the Executive Committee of Bayer Healthcare and the Board of Management of Bayer Schering Pharma. Prior to the merger of Bayer Pharmaceuticals and Schering AG in June 2006, Dr. Rubin was a member of the Executive Board of Schering AG since joining the company in October 2003, as well as Chairman of Schering Berlin Inc. and President of Berlex Pharmaceuticals, a division of Schering AG. From 1990 until August 2003, Dr. Rubin was employed by GlaxoSmithKline where he held positions of responsibility in global clinical and commercial development overseeing programs in the United States, Europe, Asia and Latin America. From 2001 through 2003 at GlaxoSmithKline, he was Senior Vice President of Global Clinical Pharmacology & Discovery Medicine. Dr. Rubin holds an M.D. from Cornell University Medical College and is board certified in internal medicine with subspecialties in medical oncology and infectious diseases. Dr. Rubin is a member of the Board of Directors of Curis Inc. (Nasdaq: CRIS) and formerly served on the Board of Directors of Medarex, Inc., now a subsidiary of Bristol-Myers Squibb Company. We believe Dr. Rubin’s qualifications to sit on our Board of Directors include his extensive executive leadership and management experience in the pharmaceutical industry.

Stephen ShulmanHarold Shlevin, Ph.D., a director since 2017, is the Chief Executive Officer of Medical Devices Inc. (MDI), a position he has held since 1982. MDI is responsible for numerous medical device startups such as defibrillator electrodes, Fiberoptic pressure sensors, occlusive dressings, surgical glue,non-invasive body temperature control and end stage renal care. Prior to the formation of MDI, he was Director of Sales and Marketing/Asia Pacific for Medtronic from 1970 to 1981. Mr. Shulman received a B.S.C. in microbiology and physics from Wayne State University. We believe that Mr. Shulman is best situated to sit onbecame our Board because of his extensive executive leadership and management experience in the medical device industry.

Richard E. Uihlein, a director since 2017,co-founded Uline, Inc. (a leading distributor of shipping, packaging and industrial supplies) in 1980, and has served as its Chief Executive Officer and Chairman since its founding. Prior to founding Uline Inc., Mr. Uihlein was employed at General Bindings Corp., Northbrook, IL from 1967 to 1980. Mr. Uihlein graduated from Stanford University, Palo Alto, CA. with a BA degree in history in 1967. We believe Mr. Uihlein’s qualifications to sit on our Board includes his extensive executive leadership and management experience.

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as Correvio Pharma Corp. (NASDAQ: CORV) from 2004 to June 2016. He was Chair of the Compensation Committee and member of the Corporate Governance Committee and Audit Committees.    We believe Dr. Shlevin’s qualifications to sit on our Board of Directors include his extensive executive leadership and management experience in the pharmaceutical industry.

Richard E. Uihlein, a director since 2017 and Chairman since May 2018,co-founded Uline, Inc. (a leading distributor of shipping, packaging and industrial supplies) in 1980, and has served as its Chief Executive Officer and Chairman since its founding. Prior to founding Uline Inc., Mr. Uihlein was employed at General Bindings Corp., Northbrook, IL from 1967 to 1980. Mr. Uihlein graduated from Stanford University, Palo Alto, CA. with a BA degree in history in 1967. We believe Mr. Uihlein’s qualifications to sit on our Board includes his extensive executive leadership and management experience.

EXECUTIVE OFFICERS

Harold Shlevin, Ph.D., see above under directors.

Jack W. Callicutt, age 51,52, became our Chief Financial Officer on July 1, 2013. From August 2012 through June 2012, Mr. Callicutt was the Chief Financial Officer of REACH Health, Inc., a telemedicine technology company headquartered in Alpharetta, GA. From April 2010 through August 2012, Mr. Callicutt was the Chief Financial Officer of Vystar Corporation, a publicly-tradedpublicly traded company that holds proprietary technology to remove antigenic proteins from natural rubber latex. Prior to that Mr. Callicutt was Chief Financial Officer of IVOX, Inc., Tikvah Therapeutics and Corautus Genetics, a publicly-tradedpublicly traded biotechnology company which was developing gene therapy for treatment of cardiovascular disease. Mr. Callicutt previously spent more than fourteen years in public accounting, most recently as a senior manager at Deloitte, where he specialized in technology companies from 1989 to 2003. Mr. Callicutt is a Certified Public Accountant and graduated with honors from Delta State University with a B.B.A. in accounting and computer information systems.

SIGNIFICANT EMPLOYEES

The following employees are not executive officers of the Company but make significant contributions to the Company.

J. Rex Horton, age 48,50, became the Company’s Executive Director of Regulatory Affairs and Quality Assurance in January 2013. Mr. Horton most recently was Director of Regulatory Affairs at Chelsea Therapeutics, where he successfully led the organization through its first NDA filing and favorable FDA Advisory Committee Meeting. In past leadership roles at Solvay Pharmaceuticals and Abbott Laboratories, he led approval efforts for key products including Androgel^® Stickpack, Creon^® Capsules and Luvox^® CR Capsules. He has also provided chemistry, manufacturing and controls (CMC) regulatory leadership and support of INDs and NDAs, including Estrogel^® and Androgel^® Pump. Mr. Horton was a member of the executive leadership team that successfully implemented solutions to significant regulatory issues encountered by Solvay in its interactions with the FDA. Mr. Horton earned his Bachelor’s degree in industrial/manufacturing & systems engineering from The Georgia Institute of Technology. He is a member of the Regulatory Affairs Professional Society (RAPS), Drug Information Association (DIA) and American Association of Pharmaceutical Scientists (AAPS).

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CORPORATE GOVERNANCE

Board of Directors

We believe that good corporate governance is important to ensure that Galectin Therapeutics is managed for the long-term benefit of our stockholders. Our Board of Directors is responsible for establishing our corporate policies and overseeing the management of the Company. Senior management, including our President and Chief Executive Officer Chief Financial Officer and Chief OperatingFinancial Officer, are responsible for ourday-to-day operations. The Board evaluates our corporate performance and approves, among other things, corporate strategies, objectives, operating plans, significant policies and major commitments of corporate resources. The Board also evaluates and elects our executive officers and determines their compensation.

Committees of the Board

Our Board has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committees.Committee. From time to time, the Board may also create various ad hoc committees for special purposes. The membership during the last fiscal year and the function of each of the Audit, Compensation, and Nominating and Corporate Governance Committeescommittees are described below. The boardBoard has determined that all of the members of each of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent as defined under the rules of the NASDAQ Stock Market, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule10A-3 under the Exchange Act. The charters of each committeeof the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee are available on the Company’s website atwww.galectintherapeutics.com.

Compensation Committee

The Compensation Committee met twothree times in 2017. Dr. Gilbert S. Omenn (chair), Gilbert F. Amelio, Ph.D.2018 in addition to meeting twice in joint meetings with the Nominating and Marc Rubin were the members of the Compensation Committee in 2017 until December 14, 2017, after whichCorporate Governance Committee. Dr. Gilbert S. Omenn (chair), Gilbert F. Amelio, Ph.D. and Joel Lewis were the members of the Compensation Committee.Committee in 2018. The Committee is responsible for reviewing and recommending compensation policies and programs, management and corporate goals, as well as salary and benefit levels for our executive officers and other significant employees. Its responsibilities include supervision and oversight of the administration of our incentive compensation and stock programs. As such, the Compensation Committee is responsible for administration of grants and awards to directors, officers, employees, consultants and advisors under the Galectin Therapeutics Inc. Amended and Restated 2009 Incentive Compensation Plan (the “2009 Incentive Compensation Plan”), and the predecessor Galectin Therapeutics Inc. 2001 Stock Incentive Plan and the 2003Non-employee Director Stock Incentive Plan.

Audit Committee

The Audit Committee met four times in 2017.2018. The members of this committee in 2017,2018, until December 14, 2017,May 22, 2018, were Steven PrelackJoel Lewis (chair), Arthur Greenberg and Kevin D. Freeman. Mr. PrelackFreeman and Mr. Greenberg left the board on December 14, 2017 when their terms ended at which time they wereStephen Shulman. On May 22, 2018, Kary Eldred replaced by Joel Lewis and Stephen Shulman on the Audit Committee. The Audit Committee is responsible for oversight of the quality and integrity of the accounting, auditing and reporting practices of Galectin Therapeutics. More specifically, it assists the Board of Directors in fulfilling its oversight responsibilities relating to (i) the quality and integrity of our financial statements, reports and related information provided to stockholders, regulators and others, (ii) our compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of our independent registered public accounting firm, (iv) the internal control over financial reporting that management and the Board have established, and (v) theour audit, accounting and financial reporting processes generally. The Committee is also responsible for review and approval of related-party transactions. The Board had determined that, prior to the expiration of his term, Mr. Prelack was an “audit committee financial expert” within the meaning of SEC rules and that Mr. Lewis is an “audit committee financial expert” within the meaning of SEC

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee met two timesonce in 2017.2018 and met twice in joint meetings with the Compensation Committee. Gilbert F. Amelio, Ph.D. (chair), John Mauldin and Marc Rubin were the members of the Nominating and Corporate Governance Committee in 2017 until December 14, 2017. Mr. Mauldin left the board on December 14, 2017 when his term ended, after which Gilbert F. Amelio, Ph.D. (chair) and Kevin Freeman were the sole members of the Nominating and Corporate Governance Committee until May 22, 2018 when Marc Rubin joined the committee. The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board, recommending to the Board candidates for election orre-election as directors, and reviewing our governance policies in light of the corporate governance rules of the SEC. Under its charter, the Nominating and Corporate Governance Committee is required to establish and recommend criteria for service as a director, including matters relating to professional skills and experience, boardBoard composition, potential conflicts of interest and manner of consideration of individuals proposed by management or stockholders for nomination. The Nominating and Corporate Governance Committee believes candidates for the Board should have the ability to exercise objectivity and independence in making informed business decisions; extensive knowledge, experience and judgment; the highest integrity; loyalty to the interests of Galectin Therapeutics and its stockholders; a willingness to devote the extensive time necessary to fulfill a director’s duties; the ability to contribute to the diversity of perspectives present in board deliberations, and an appreciation of the role of the corporation in society. The Committee will consider candidates meeting these criteria who are suggested by directors, management, stockholders and other advisers hired to identify and evaluate qualified candidates. This committee also monitors the ethical behavior of our employees, officers and directors.

Investor Relations/Public Relations Committee

The Investor Relation/Public Relations Committee met three times in 2017. James C. Czirr, Theodore Zucconi and Arthur Greenberg were the members of the Investor Relations/Public Relations Committee in 2017 until December 14, 2017. Mr. Greenberg left the board on December 14, 2017 when his term ended and was replaced by Stephen Shulman on the Investor Relation/Public Relations Committee. The Investor Relations/Public Relations Committee is responsible for (a) assisting the Board with strategic direction and overall status of our investor relations and public relations programs and associated activities and (b) providing input and guidance regarding material investor relations and public relations issues.

Board Determination of Director Independence

Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with the Company, either directly or indirectly. Based upon this review, our Board has determined that all of our presently serving directors other than Mr. Czirr and Dr. ZucconiShlevin are “independent directors” as defined by The NASDAQ Stock Market. TheOur Board hasof Directors also determined that Mr. Eldred, who has been nominated for election at the 2018 Annual Meeting, will be an “independent director” as defined by The NASDAQ Stock Market. Our Board also determined that Dr.Drs. Amelio, Rubin and Mr. Freeman, who comprise our presently serving Nominatingnominating and Corporate Governance Committee,governance committee, all satisfy the independence standards for such committeecommittees established by the SEC and the NASDAQ Marketplace Rules.Rules, as applicable. With respect to our presently serving Audit Committee,audit committee, our Board of directorsDirectors has determined that Messrs. Lewis, Freeman Lewis and ShulmanEldred satisfy the independence standards for such committee established by Rule10A-3 under the Exchange Act, the SEC and the NASDAQ Marketplace Rules, as applicable. Furthermore, the Nominating and Corporate Governance Committee, with concurrence by the Board, has determined that Mr. Lewis is an “audit committee financial expert” within the meaning of SEC rules. With respect to our presently serving Compensation Committee, our Board of directorsDirectors has determined that Drs. Omenn, Amelio and Mr. Lewis satisfy the independence standards for such committee established by Rule10C-1 under the Exchange Act, the SEC and the NASDAQ Marketplace Rules, as applicable.

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the ethical behavior of the Company’s employees, officers and directors. The Code of Ethics describes our policy on conflicts of interest.

The executive officers and the Board are also required to complete a questionnaire on an annual basis whichthat requires them to disclose any related person transactions and potential conflicts of interest. The responses to these questionnaires are reviewed by outside corporate counsel, and, if a transaction is reported by an independent director or executive officer, the questionnaire is submitted to the Chairperson of the Audit Committee for review. If necessary, the Audit Committee will determine whether the relationship is material and will have any effect on the director’s independence. After making such determination, the Audit Committee will report its recommendation on whether the transaction should be approved or ratified by the entire Board.

Certain Relationships and Related Transactions

Except as set forth below, since the beginning of fiscal year 2017,2018 through December 31, 2018, we did not participate in any transactions in which any of the Company Nominees, Series B Directors or Series B Nominees,director nominees, executive officers, any beneficial owner of more than 5% of our common stock,Common Stock, nor any of their immediate family members, had a direct or indirect material interest.

Our Audit Committee Charter requires that members of the Audit Committee, all of whom are independent directors, conduct an appropriate review of, and be responsible for the oversight of, all related party transactions on an ongoing basis. Except as set forth below, there were no related party transactions during the fiscal year ended December 31, 2017.2018.

On December 19, 2017, the Company entered into a $10 million Line of Credit arrangement with Richard E. Uihlein, a director and shareholderstockholder who hashad an approximate 7% ownership interest in the Company on a fully-dilutedfully diluted basis at December 31, 2017. BorrowingsOriginally, borrowings may be made by the Company through December 31, 2018. Borrowings bear interest at the Applicable Federal Rate for short term loans published by the Internal Revenue Service (1.51% on December 19, 2017)(2.7% in January 2019). All borrowings and interest are due on December 31, 2019 but may be prepaid without penalty. In connection with the Line of Credit agreement, the Company issued to Mr. Uihlein warrants to purchase 1one million shares of the Company’s common stockCommon Stock for $5 per share. Half of the warrants vested on December 29, 2017,at closing of the Line of Credit and the other half vest ratably with borrowings under the agreement. As of the date of this proxy statement, there have been no borrowings under the Line of Credit.

On December 20, 2018, the Line of Credit arrangement was extended for one year for both borrowings and maturity. Further, on January 15, 2019, the Line of Credit arrangement was extended for an additional two years for both borrowings and maturity. After the second amendment to the Line of Credit arrangement, borrowings may be made through December 31, 2021 with repayment due on December 31, 2022. There was no additional consideration or benefits provided to Mr. Uihlein for any of the extensions of the Line of Credit.

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When identifying and evaluating candidates, the Nominating Committee first determines whether there are any evolving needs of the Board that require an expert in a particular field. The Nominating Committee may retain a third-party search firm to assist it in locating qualified candidates that meet the needs of the Board at that time. The search firm would provide information on a number of candidates, which the Nominating Committee discusses. The Nominating Committee chair and some or all of the members of the Nominating Committee, and the Chief Executive Officer, will interview potential candidates that the Nominating Committee deems appropriate. If the Nominating Committee determines that a potential candidate meets the needs of the Board, has the qualifications, and meets the independence standards required by NASDAQ rules, it will recommend the nomination of the candidate to the Board. It is the Nominating Committee’s policy to consider director candidates recommended by stockholders, if such recommendations are properly submitted to the Company. Stockholders wishing to recommend persons for consideration by the Nominating Committee as nominees for election to the Board can do so by writing to the Corporate Secretary of Galectin Therapeutics Inc. at 4960 Peachtree Industrial Blvd., Suite 240, Norcross, GA 30071. Recommendations must include the proposed nominee’s name, biographical data and qualifications, as well as a written statement from the proposed nominee consenting to be named and, if nominated and elected, to serve as a director. Recommendations must also follow the Company’s procedures for nomination of directors by stockholders (see the information under the subheadings “Nominating and Corporate Governance Committee” and “Criteria and Diversity”). The Nominating Committee will consider the candidate and the candidate’s qualifications in the same manner in which it evaluates nominees identified by the Nominating Committee. The Nominating Committee may contact the stockholder making the nomination to discuss the qualifications of the candidate and the stockholder’s reasons for making the nomination. The Nominating Committee may then interview the candidate if it deems the candidate to be appropriate. The Nominating Committee may use the services of a third-party search firm to provide additional information about the candidate prior to making a recommendation to the Board.

The Nominating Committee’s nomination process is designed to ensure that the Nominating Committee fulfills its responsibility to recommend candidates who are properly qualified to serve the Company for the benefit of all of its stockholders, consistent with the standards established by the Nominating Committee under our corporate governance principles. The Nominating Committee did not receive any director nominee recommendations from stockholders for the 20182019 Annual Meeting.

Communication with the Board

The Board and management encourage communication from our stockholders. Stockholders who wish to communicate with our management should direct their communication to the Corporate Secretary of the Company, 4960 Peachtree Industrial Blvd., Suite 240, Norcross, GA 30071. Stockholders, or other interested parties, who wish to communicate with thenon-management directors or any individual director should direct their communication c/o the Corporate Secretary at the address above. The Secretary will forward

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Executive Sessions

Pursuant to our corporate governance principles or as required by NASDAQ rules,non-management directors of the Board meet from time to time without the presence of management. The Chairman generally chairs these sessions.

Meeting Attendance

During 2017,2018, there were 10 meetings of the Board. Each currently serving director attended at least 75% of the total meetings of the Board and committees of the Board of which the director was a member, during the time such person was a director. In addition to participation at Board and committee meetings, our directors discharge their responsibilities throughout the year through personal meetings and other communications, including considerable telephone contact with the Chairman and Chief Executive Officer and others regarding matters of interest and concern to the Company.

We do not have a formal policy requiring members of the Board to attend the annual meeting, although all directors are strongly encouraged to attend. At the 20172018 annual meeting of stockholders, all of the then current board members were present.

Risk Management

The Board has an active role, as a whole and also at the committee level, in overseeing management of our risks. The Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. The Compensation Committee of our Board is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee of our Board oversees management of financial risks. The Nominating and Corporate Governance Committee of our Board manages risks associated with the independence of the Board members and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks.

We believe that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on the Company. Our programs reflect sound risk management practices including:

qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

Report of the Audit Committee

The Audit Committee is responsible for providing independent, objective oversight of Galectin Therapeutics’ accounting functions and internal control over financial reporting. The Audit Committee has reviewed and discussed audited financial statements for Galectin Therapeutics with management. The Audit Committee also has discussed with Cherry Bekaert LLP the matters required to be discussed by the Statement on Auditing Standards No. 61,Communication With Audit Committees (as amended), which includes, among other items, matters related to the conduct of the annual audit of our Company’s financial statements. The Audit Committee has also received and reviewed the written disclosures and the letter from Cherry Bekaert LLP, as required by applicable requirements of the Public Company Accounting Oversight Board, regarding the communications by Cherry Bekaert LLP with the Audit Committee concerning independence, and has discussed with Cherry Bekaert LLP its independence from Galectin Therapeutics.

Based upon the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements of Galectin Therapeutics for the 20172018 fiscal year be included in the Annual Report filed on Form10-K for the year ended December 31, 2017.2018.

By the Audit Committee of the Board of Directors of Galectin Therapeutic Inc.

Joel Lewis, Chair

Kevin D. Freeman

Stephen Shulman

22Kary Eldred

DIRECTOR COMPENSATION

The following table details the total compensation earned by ournon-employee directors during the year ended December 31, 2017. See “Executive Compensation” for a description of compensation for Dr. Traber.2018.

For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 7 to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial

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Committee member will receive an additional cash retainer of $3,500; each Compensation Committee member will receive an additional cash retainer of $5,000; and each Audit Committee member will receive an additional cash retainer of $7,500. In addition to the annual fee and committee membership retainers, the Nominating and Corporate Governance Committee Chairman will receive an annual cash retainer of $7,000;$3,500; the Compensation Committee Chairman will receive an annual cash retainer of $10,000;$5,000; and the Audit Committee Chairman will receive an annual cash retainer of $15,000. The Board Chairman will receive an additional annual cash retainer of $35,000. Additionally, in December 2016, the Board approved cash retainers of $3,500 to be paid to each member of the Board’s investor relation/public relations committee and an additional cash retainer of $3,500 to be paid to the investor relations/public relations committee chair, in each case beginning in 2017.$7,500.

On December 14, 2017,January 16, 2019, stock option grants were made tonon-employee directors which vest 100% on December 14, 2018.January 16, 2020. The Chairman was granted 71,25040,000 stock options, the chairs of the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee were each granted 62,25035,000 stock options and remainingnon-employee directors were each granted 46,87525,000 stock options.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 20172018 about the securities issued, or authorized for future issuance, under our equity compensation plans, consisting of our 2001 Stock Incentive Plan, our 2003Non-Employee Director Stock Incentive Plan, and our 2009 Incentive Compensation Plan.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee is responsible for creating and reviewing the compensation of the Company’s executive officers, as well as overseeing the Company’s compensation and benefit plans and policies and administering the Company’s equity incentive plans. The following Compensation Discussion and Analysis

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Compensation Philosophy

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:

The Compensation Committee believes that the Company’s executive compensation program should include annual and long-term components, including cash and equity-based compensation, and should reward consistent performance that meets or exceeds expectations. The Compensation Committee evaluates both performance and compensation to make sure that the compensation provided to executives remains competitive relative to compensation paid by companies of similar size and stage of development operating in the life sciences industry and taking into account the Company’s relative performance and its own strategic objectives.

Executive Compensation Review and Design

The Company has historically conducted a review of the aggregate level of its executive compensation, as well as the mix of elements used to compensate its NEOs. The Company has based this review primarily on the experience of the members of the Compensation Committee and our Board, many of whom sit on the boards of directors of, or have previously advised, numerous companies, including companies in the life sciences industry.

At our 2016 annual meeting of stockholders, the holders of approximately 91% of our outstanding common stockCommon Stock voting on the matter voted in favor of the compensation of our NEOs, as disclosed in the proxy materials for the 2016 annual meeting. At our 2013 annual meeting, the holders of approximately 62% of our outstanding common stockCommon Stock voting on the matter voted in favor of holding the stockholder advisory vote every three years. As a result of such vote, our Board decided to hold the“Say-on-Pay” advisory vote every three years. Accordingly, the Company’s next“Say-on-Pay” advisory vote on the compensation of our NEOs will beis being held this year at our 2019 annual meeting of stockholders.Annual Meeting.

In 2014 and 2015, the Compensation Committee undertook a review of our compensation policies and practices and retained the compensation consulting firm of Barney & Barney LLC to provide compensation information and analysis with respect to the life science and healthcare industry and with respect to our peer companies within the industry. Barney & Barney LLC reviewed information from industry and other sources, surveys and databases, including publicly-availablepublicly available compensation information of other companies with which we compete, to gauge the competitiveness of our compensation programs. Barney & Barney LLC then reported its findings to the Compensation Committee, with recommendations to bring the Company’s executive compensation closer to the 50^th percentile of the total compensation of our competitor companies. These findings continued to inform the Compensation Committee’s decisions on compensation in 2017.subsequent years, including 2018.

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Elements of Executive Compensation

The compensation program for the Company’s NEOs consists principally of three components:

Base Salary

Base salary is the onlyfixed-pay component in our executive compensation program. Base salaries for the NEOs are initially established througharm’s-length negotiation at the time the NEO is hired, taking into account such NEO’s qualifications, experience, prior salary, the scope of his or her responsibilities, and known competitive market compensation paid by other companies for similar positions within the industry. Base salaries are reviewed annually and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience. In making decisions regarding salary increases, the Company may also draw upon the experience of members of the Compensation Committee and the Board of Directors, many of whom sit on the boards of directors of, or have previously advised, numerous companies, including companies in the life sciences industry. The Compensation Committee has not previously applied specific formulas to determine increases. This strategy is consistent with the Company’s intent of offering base salaries that are cost-effective while remaining competitive.

In February 2017,June 2018 after the announcement of Dr. Traber’s resignation from his position as Chief Executive Officer, President and Chief Medical Officer, the Compensation Committee reviewed the base salaries of our NEOs, taking into account the considerations described above. As expressed in the following table,a result of his election as Chief Executive Officer and President, Dr. Shlevin’s base salary was adjusted to $500,000 effective June 8, 2018. As a result of his election to Secretary, Mr. Callicutt’s base salary was adjusted to $285,000.

For 2019, the Compensation Committee made no adjustments to the base salaries for Messrs. Traber, Shlevin and Callicutt:

For 2018, the Compensation Committee again made no adjustments to the base salaries of our NEO’s.

Annual Performance Bonuses

In addition to the payment of base salaries, the Company believes that annual performance bonuses can play an important role in providing appropriate incentives to its NEOs to achieve the Company’s strategic objectives.

Employee Short-Term and Long-Term Incentive Program

In 2013, upon recommendation byprior years, performance bonuses were awarded based on the Compensation Committee and approval by our Board, theCompany’s Employee Short-Term and Long-Term Incentive Program (the “Program”), which was adopted for executives and employees of the Company. The Program is a performance-based program and was adopted in recognition of the importance of aligning executive and employee interests with that of our stockholders. OurThe Program is designed to reward the efforts of our executives and employees and to be competitive in attracting and retaining them. There are two

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The Compensation Committee also haspotential Transaction Bonuses are payable in connection with a “Transaction.” A “Transaction” is (i) any licensing, development, partnership, or similar arrangements relating to any of the discretionCompany’s drug candidates (a “Partnership Transaction”) or (ii) the acquisition of the Company or any of its material assets (an “Acquisition Transaction”). The amounts payable pursuant to adjust (upwardthe Transaction Bonuses will be equal to 10% of the recipient’s 2018 base salary for each $50 million payable to the Company or downward) individual annual performance bonuses bythe Company’s stockholders, as applicable, pursuant to the Transaction to the extent paid in cash or marketable securities, up to 25%.a maximum payment of 300% of base salary. If a Transaction is a Partnership Transaction and payments to the Company are deferred or otherwise made over time, the amount of the Transaction Bonuses will be based on the Board’s reasonable estimate of the value of the Transaction. To be entitled to receive a Transaction Bonus, if the Transaction is an Acquisition Transaction, an individual must be employed by the Company on the date the Transaction is consummated, or, if the Transaction is a Partnership Transaction, an individual must be employed by the Company on the date that the definitive transaction agreement(s) are executed. No Transaction Bonuses were earned in 2018.

ForAdditionally, the Board also approved retention bonuses payable to all employees of the Company, including Dr. Traber, Dr. Shlevin and Mr. Callicutt, equal to 75% of each such employee’s 2018 salary (the “Retention Bonuses”), if such employees remained employed by the Company through December 31, 2018, and based upon the annualized salary level in effect on such date. If no Transaction was consummated on or prior to December 31, 2018, then the Retention Bonuses was payable no later than January 15, 2019. If a Transaction was consummated on or prior to December 31, 2018, each eligible employee was to receive that portion of the Retention Bonus equal to any cash bonuses paid to such employee for 2017 on or before January 15, 2019. The balance of the Compensation Committee set six Company performance objectives under the Program for annual performance bonusesRetention Bonus was to be payable:payable in equal monthly installments over a period of six months, but only if the employee remains employed by the Company on the applicable payment date unless the employee’s employment is terminated by the Company without cause (or as a result of the death or disability of the employee), in which case any unpaid portion of the Retention Bonus was to be paid immediately upon such termination. As stated above, Dr. Traber resigned from the Company effective July 6, 2018, and, therefore, no bonuses of any kind were paid to him for 2018.

*For more information aboutGR-MD-02 and our drug development program, please see Item 1 of our Annual Report on Form10-K for the fiscal year ending December 31, 2017.

The 2017 individual performance objectives for each NEO were:

The following table represents each NEO’s annual performance bonus target opportunity for 2017 (based on base salary as of the end of 2016):

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There were no grants to NEO’s in 2017; however, on January 15, 2018, the NEOs were awarded the options noteddescribed below based on 2017 performance. Of the options, 25% vestvested immediately upon grant, 25% vestvested on June 30, 2018 and 50% vestvested on December 31, 2018. The exercise price of the options is set at the closing price of our stock as of the grant date.

On May 22, 2018, the NEOs were awarded the options noted below for 2018. Of the options, 25% vested immediately upon grant, 25% vested on June 30, 2018 and 50% vested on December 31, 2018. The exercise price of the options is set at the closing price of our stock as of the grant date.

Additionally, in conjunction with his election to Chief Executive Officer and President effective June 6, 2018, Dr. Shlevin was awarded an additional stock option grant on that date for 35,000 options with an exercise price of $6.17. Of the options, 25% vested on June 30, 2018 and 25% vested on September 30, 2018, and 50% vested on December 31, 2018. The exercise price of the options is set at the closing price of our stock as of the grant date.

Material Terms of Employment Contracts of Named Executive Officers

Set forth below are descriptions of the principal terms of the employment agreements for each of our NEOs. Each employment agreement provides for post-termination restrictive covenants and payments due upon termination of employment or change in control of the Company, which is provided in further detail under the section entitled “Potential Payments Upon Termination or Change in Control.”

Peter G. Traber, M.D., Chief Executive Officer and President

On May 26, 2011, we entered into We had an employment agreement with Dr. Traber. As contemplated by the agreement, on May 26, 2011, our Board of Directors granted Dr. Traber 125,000 fully-vested options exercisable for 10 years at $7.50 per share. In addition, the agreement (i) accelerated the vesting 100,000 warrants that we granted to Dr. Traber in consideration for his service to the Company as Chief Medical Officer on a consultant basis prior his becoming an executive officer, (ii) amended our prior grant of 833,334 options to include a cashless exercise provision, and (iii) limited the number of vested options under Dr. Traber’s prior grants to a maximum of 833,334 at any one time. The agreement requires us to register the offer and sale of the shares underlying such options and warrants. Dr. Traber also agreed not to sell any securities of the Company until after his obligation to report transactions in our securities has expired.

On May 6, 2016, the Company amended and restated Dr. Traber’s employment agreement, extending Dr. Traber’s employment for an additional term of three-years. Upon expiration of that term, the employment

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Jack W. Callicutt, Chief Financial Officer

We entered into an employment agreement with Mr. Callicutt dated July 1, 2013 (the “Callicutt Employment Agreement”), in conjunction with Mr. Callicutt’s appointment as our Chief Financial Officer. Pursuant to the terms of the Callicutt Employment Agreement, Mr. Callicutt received an initial base salary of $175,000 and iswas eligible to receive a performance bonus equal to 20% of his base salary. Effective March 31, 2015, Mr. Callicutt’s annual base salary was increased to $240,000, and his annual base salary was increased again to $260,000 in February 2016. In June 2018, Mr. Callicutt’s annual base salary increased to $285,000. He also received a signing bonus of $10,000. In addition to his cash compensation, the Company awarded Mr. Callicutt a grant of options to purchase 200,000 shares of the Company’s common stockCommon Stock at an exercise price equal to the closing price of the Company’s common stockCommon Stock on July 1, 2013, with 25,000 shares vesting on December 31, 2013, 50,000 shares vesting on December 31, 2014, 50,000 shares vesting on December 31, 2015 and 75,000 shares vesting on December 31, 2016. The options were granted pursuant to the 2009 Incentive Compensation Plan and expire ten years after the date of grant.

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SUMMARY COMPENSATION TABLE

The following table summarizes the compensation paid to our NEOs for the fiscal years ended December 31, 2018, 2017 2016 and 2015.2016.

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GRANTS OF PLAN-BASED AWARDS IN 20172018

There were no grants of plan-based awards to NEO’s made in 2017.

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(2)

Represents the grant date fair value of option awards based upon the Black Scholes valuation model made in 2018. For a description of the assumptions used to determine these amounts, see footnote 7 to the Notes to the Consolidated Financial Statements included in this Annual Report on Form10-K for the fiscal year ended December 31, 2018.

OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END 20172018

The following table sets forth information regarding all outstanding equity awards held by the NEOs at December 31, 2017.2018. The exercise price of the options is set at the closing price of our stock at the date prior to or as of the date of grant. Outstanding options have been approved by our Compensation Committee and our Board.