DEF 14A of Lineage Cell Therapeutics, Inc., Apr 29, 2024

DEF 14A of Lineage Cell Therapeutics, Inc.

Filed Apr 29, 2024 · FY20230000950170-24-049935

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Set forth below are the names, ages, Board committee assignments, tenure, and certain biographical information of our directors as of April 25, 2024, each of whom is being nominated for election at the Meeting. We are deeply saddened to have lost one of our valuable Board members in April 2024, Alfred D. Kingsley. Mr. Kingsley had served as Chairman of our Board since July 2009. Mr. Kingsley developed an intimate knowledge of our business in his role as our financial advisor before he joined our Board. Mr. Kingsley has been instrumental in structuring our equity and debt financings, and in the transition of our business focus into the field of cell therapy, and the business acquisitions that have helped us expand the scope of our business.

  2. BOARD OF DIRECTORS

    | Name | Age | Director Since | | Michael H. Mulroy | 58 | October 2014 | | Dipti Amin | 60 | April 2021 | | Deborah Andrews | 66 | April 2014 | | Don M. Bailey | 78 | March 2020 | | Neal C. Bradsher, CFA | 58 | July 2009 | | Brian M. Culley | 53 | September 2018 | | Anula Jayasuriya | 67 | May 2021 | | Angus C. Russell | 68 | December 2014 |

  3. BOARD OF DIRECTORS

    Michael H. Mulroy. Mr. Mulroy was appointed Chairman of the Board in April 2024. Mr. Mulroy served as the Chief Executive Officer and a member of the board of directors of Asterias Biotherapeutics, Inc. (AST) from June 2017 until our acquisition of Asterias in March 2019. In April 2020, Mr. Mulroy joined Magtrol Inc., a leading manufacturer of motor test equipment and hysteresis brakes and clutches, on a part-time basis, where he also serves on its board of directors. Prior to joining Asterias, Mr. Mulroy served as a Senior Advisor to CamberView Partners, LLC (now part of PJT Partners Inc.), which assists companies in connection with investor engagement and complex corporate governance issues. Prior to its sale in 2014, Mr. Mulroy served as Executive Vice President, Strategic Affairs and General Counsel and Corporate Secretary of Questcor Pharmaceuticals, Inc. (QCOR). Mr. Mulroy joined Questcor in 2011 as Chief Financial Officer, General Counsel and Corporate Secretary. From January 2017 to July 2019, Mr. Mulroy served as a member of the board of directors of AgeX Therapeutics, Inc. (AGE), a biotechnology company focused on the development and commercialization of novel therapeutics targeting human aging. Mr. Mulroy earned his J.D. degree from the University of California, Los Angeles and his B.A. degree in economics from the University of Chicago. Mr. Mulroy brings to our Board his experience as the Chief Executive Officer of a publicly traded biotechnology company and member of a senior management team of a larger biopharmaceutical company that experienced a period of rapid growth. Mr. Mulroy also brings to our Board his experience in corporate finance and investor relations. Dipti Amin, MBBS, FFPM, MRCGP, DCPSA, DCH, DRCOG, DGM. Dr. Amin currently serves as a non-executive director of the University of Hertfordshire, a position she has held since September 2018. Dr. Amin previously served as a non-executive director of Cambridge Innovation Capital from November 2017 to March 2020, as a director of Maaya Associates Ltd. from August 2017 through the end of 2021, and as a non-executive director of Buckinghamshire NHS Trust, from June 2015 to June 2023. From June 1995 to December 2016, Dr. Amin served at Quintiles Transnational Corporation, a provider of biopharmaceutical development and commercial outsourcing services, in various senior roles within all phases of drug development and most recently as Senior Vice President and Chief Compliance Officer from April 2010 to December 2016. Dr. Amin received her medical degree from Guys and St. Thomas’s Hospitals Medical School of the University of London, her MRCGP from the Royal College of General Practitioners, her FFPM from the Faculty of Pharmaceutical Medicine of the Royal College of Physicians London, her DRCOG form the Royal College of Obstetricians and Gynecologists, her DGM and DCH from the Royal College of Physicians, London and her DCPSA from the Society of Apothecaries of London. Dr. Amin brings to our Board broad experience in clinical pharmacology, ethical issues in clinical research, drug development, ethics and compliance programs as well as leadership and management experience of large, multi-functional, multi-geography, global groups. Deborah Andrews. Ms. Andrews served as Chief Financial Officer of STAAR Surgical Company (STAA), a leader in the development, manufacture, and marketing of minimally invasive ophthalmic products employing proprietary technologies, from September 2017 until June 2020, after serving as Vice President, Chief Accounting Officer since 2013. Ms. Andrews also served as STAAR Surgical’s Vice President, Chief Financial Officer from 2005 to 2013, as its Global Controller from 2001 to 2005, and as its Vice President, International Finance from 1999 to 2001. Ms. Andrews previously worked as a senior accountant for a major public accounting firm. Ms. Andrews holds a B.S. degree in accounting from California State University at San Bernardino. Ms. Andrews brings to our Board significant experience in finance, financial reporting, accounting, information systems and security, and auditing, and in management as a senior financial and accounting executive of a public medical device company during a period of significant growth. Don M. Bailey. Mr. Bailey previously served as a director and Chairman of Asterias Biotherapeutics, Inc. (AST) from February 2016 until our acquisition of Asterias in March 2019. Mr. Bailey served as President and Chief Executive Officer of Questcor Pharmaceuticals, Inc. (QCOR), a biopharmaceutical company focused on the treatment of patients with serious, difficult-to-treat autoimmune and inflammatory disorders, from 2007 until Questcor was acquired by Mallinckrodt plc (MNK) in 2014. He was also a director of Mallinckrodt plc from August 2014 to March 2016, and during this time he was the Chairman of its portfolio committee. He initially joined the Questcor board of directors in 2006 as an independent director and Chairman of its audit committee. From August 2016 to November 2017, Mr. Bailey served as a director of OncoCyte Corporation (OCX). From June 2015 until its acquisition by Acorda Therapeutics, Inc. (ACOR) in May 2016, Mr. Bailey was also an independent director and chairman of the audit committee of Biotie Therapeutics Corp. (BITI), a clinical-stage pharmaceutical company headquartered in Turku, Finland. Mr. Bailey was an independent director and the non-executive chairman of the board of directors of STAAR Surgical Company (STAA), a leader in the development, manufacture, and marketing of minimally invasive ophthalmic products employing proprietary technologies, from 2005 until 2014. Mr. Bailey served on its audit committee and was chair of its nominating and corporate governance committee. Mr. Bailey was the chairman of the board of directors of Comarco, Inc. (CMRO), a defense services company transformed into a wireless communication products company, from 1998 until 2007, where he served as Chief Executive Officer from 1991 until 2000. Mr. Bailey holds a B.S. degree in mechanical engineering from the Drexel Institute of Technology, an M.S. degree in operations research from the University of Southern California and an M.B.A. from Pepperdine University. Mr. Bailey has also served as a board member on several non-profit and academic enterprises. Mr. Bailey is a founding board member of the University of California Irvine’s (UCI) Applied Innovation Institute. Mr. Bailey brings to our Board significant knowledge of the pharmaceuticals industry and extensive experience as an executive and board member of publicly traded pharmaceutical companies. Neal C. Bradsher, CFA. Mr. Bradsher has been President of Broadwood Capital, Inc., a private investment firm, since 2002. Mr. Bradsher holds a B.A. degree in economics from Yale College and is a Chartered Financial Analyst. Mr. Bradsher was a director of Questcor Pharmaceuticals, Inc. (QCOR), from 2004 until Questcor was acquired in 2014. Mr. Bradsher brings to our Board a wealth of experience in finance, management and corporate governance attained through his investments in other companies, including companies in the pharmaceutical, biotechnology, medical device, medical diagnostics, health care services and health care information systems sectors. He has worked with several health care companies to improve their management and governance. Entities that Mr. Bradsher controls have invested in many of Lineage’s financing transactions. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., currently our largest shareholder.

  4. BOARD OF DIRECTORS

    Brian M. Culley. Mr. Culley joined Lineage as Chief Executive Officer in September 2018 and served as Interim Chief Financial Officer from January 20, 2021 to June 21, 2021 and from July 8, 2022 to November 14, 2022. Prior to joining Lineage, Mr. Culley served from August 2017 to September 2018 as interim Chief Executive Officer at Artemis Therapeutics, Inc. (ATMS). Mr. Culley previously served as Chief Executive Officer of Mast Therapeutics, Inc. (MSTX), from 2010, and was also a member of its board of directors from 2011, until Mast’s merger with Savara, Inc. (SVRA) in April 2017. Mr. Culley served from 2007 to 2010 as Mast’s Chief Business Officer and Senior Vice President, from 2006 to 2007 as Mast’s Senior Vice President, Business Development, and from 2004 to 2006 as Mast’s Vice President, Business Development. From 2002 until 2004, Mr. Culley was Director of Business Development and Marketing for Immusol, Inc. From 1999 until 2000, he worked at the University of California, San Diego (UCSD) Department of Technology Transfer & Intellectual Property Services and from 1996 to 1999 he conducted drug development research for Neurocrine Biosciences, Inc. (NBIX). Mr. Culley served on the Board of Orphagen Pharmaceuticals, Inc. from May 2017 until December 2022. Mr. Culley has more than 30 years of business and scientific experience in the life sciences industry. He received a B.S. in biology from Boston College, a masters in biochemistry and molecular biology from the University of California, Santa Barbara, and an M.B.A. from The Johnson School of Business at Cornell University. Mr. Culley brings to our Board significant knowledge of the biotechnology industry and extensive experience as an executive and board member of publicly traded pharmaceutical companies. Anula Jayasuriya, M.D., Ph.D., M.B.A. Dr. Jayasuriya is the Founder and Managing Director of EXXclaim Capital, an early-stage venture fund focused on catalyzing innovation, entrepreneurship and investment in Women’s Health she founded in 2013. She also co-founded Kidron Capital in 2022 with a similar mandate in women’s health. In 2006, she co-founded the Evolvence India Life Science Fund, managing the fund until July of 2017. From 2001 to 2002, Dr. Jayasuriya was a partner with Skyline Ventures in Palo Alto, and prior to that with the German/US venture capital firm TVM, in San Francisco. Her prior positions include VP, Business Development at Genomics Collaborative, Inc., from 1999 to 2000, and VP, Global Drug Development at Hoffman-La Roche from 1994 to 1998. Dr. Jayasuriya serves as a director of Jaguar Health, Inc. (JAGX). Dr. Jayasuriya received a B.A. from Harvard University summa cum laude, a M. Phil. in pharmacology from the University of Cambridge, an M.D. and Ph.D. (in Microbiology and Molecular Genetics) from Harvard Medical School and an M.B.A. with distinction from Harvard Business School. Dr. Jayasuriya brings to our Board business, scientific, and medical experience earned throughout her career as a pharmaceutical company executive, private equity executive, and venture capitalist, providing her with a broad experience base spanning clinical, executive, entrepreneurial, and financial roles. Angus C. Russell. Mr. Russell served as the Chief Executive Officer of Shire plc (SHPG), a biopharmaceutical company, from June 2008 to April 2013. Mr. Russell served as the Chief Financial Officer of Shire from 1999 to 2008 and also served as its Principal Accounting Officer and Executive Vice President of Global Finance. Prior to joining Shire, Mr. Russell served at ICI, Zeneca, and AstraZeneca for 19 years, most recently as Vice President of Corporate Finance at AstraZeneca plc (AZN). Mr. Russell also serves as Chairman of the Board of Directors of Revance Therapeutics, Inc. (RVNC). Mr. Russell previously served as a director of Shire plc, Questcor Pharmaceuticals, Inc. (QCOR) until it was acquired by Mallinckrodt plc (MNK) in 2014, InterMune, Inc. (ITMN) prior to its acquisition by Roche Holdings, Inc. (RHHBY) in 2014, Mallinckrodt plc (MNK) until June of 2022 and Therapeutics MD, Inc. (TXMD) until December 2022. Mr. Russell holds an honorary Doctor of Business Administration from Coventry University; U.K. Mr. Russell brings to our Board numerous years of experience as a Chief Executive Officer of an international publicly traded specialty biopharmaceutical company and his substantial experience in information systems and security and as an officer and director in the specialty pharmaceutical industry.

  5. Non-Employee Director Compensation

    Non-Employee Director Compensation We compensate our non-employee directors for their service on our Board and on its committees as described below. In addition, all non-employee directors are entitled to reimbursements for their out-of-pocket expenses incurred in attending our Board and committee meetings. Annual Cash Fees Each of our non-employee directors receives cash fees for service on our Board and on its committee on which the director serves. The fees are paid in four equal quarterly installments, pro-rated based on each director’s service on our Board or applicable committee during the applicable quarter, other than the fees paid to the chair of the Financial Strategy Committee, which is paid monthly in arrears. Our Compensation Committee and our Board assess our non-employee director compensation at least annually and consider market data provided by Anderson Pay Advisors, LLC (“Anderson”), the independent consultant to our Compensation Committee, in making non-employee director compensation decisions. The following table shows the annual cash fees currently payable to our non-employee directors for their service on our Board and on committees of our Board:

  6. Non-Employee Director Compensation

    | | Annual Fees ($)(1) | | Chair of the Board | 100,000 | | Director other than Chair | 50,000 | | Audit Committee Chair | 20,000 | | Audit Committee Member other than Chair | 10,000 | | Compensation Committee Chair | 15,000 | | Compensation Committee Member other than Chair | 7,500 | | Nominating and Corporate Governance Committee Chair | 15,000 | | Nominating and Corporate Governance Committee Member other than Chair | 7,500 | | Financial Strategy Committee Chair | 60,000 | | Financial Strategy Committee Member other than Chair | 7,500 |

  7. Non-Employee Director Compensation

    Amounts in this column represent the annual cash fees that became effective April 1, 2023. From January 1, 2023 to March 31, 2023, the annualized cash fees were $95,000 for the Chair of the Board and $115,000 for the Chair of the Finance Strategy Committee, and none of the members of the Finance Strategy Committee other than the Chair received any cash fees. Equity Awards In addition to cash fees, we also grant all non-employee directors an annual stock option to purchase our common shares. During 2023, the annual stock option grant was for 50,000 common shares. All grants are made under the Lineage Cell Therapeutics, Inc. 2021 Equity Incentive Plan. The options vest and become exercisable one year after the grant date. 2023 Non-Employee Director Compensation The following table summarizes certain information concerning the compensation during our fiscal year ended December 31, 2023 to each person who served as a non-employee director during the year and who was not our employee on the date the compensation was earned.

  8. Non-Employee Director Compensation

    | 2023 Director Compensation Table | | | | | Name | Fees Earned or Paid in Cash | Option Award(1) | Total | | Deborah Andrews | $77,500 | $70,500 | $148,000 | | Dipti Amin | $57,500 | $70,500 | $128,000 | | Don M. Bailey | $60,000 | $70,500 | $130,500 | | Neal C. Bradsher | $70,625 | $70,500 | $141,125 | | Alfred D. Kingsley (2) | $180,000 | $70,500 | $250,500 | | Anula Jayasuriya | $57,500 | $70,500 | $128,000 | | Michael H. Mulroy | $80,625 | $70,500 | $151,125 | | Angus C. Russell | $67,500 | $70,500 | $138,000 |

  9. Non-Employee Director Compensation

    (1) The dollar amounts in this column represent the aggregate fair market value of such awards determined based on the price of our common shares on the grant date in accordance with ASC Topic 718, Compensation-Stock Compensation (ASC Topic 718). See Note 12 Stock-Based Awards to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for details as to the assumptions used to determine the fair value of the awards. As of December 31, 2023, the aggregate number of common shares subject to stock options outstanding for Mses. Andrews, Amin and Jayasuriya and Messrs. Bailey, Bradsher, Kingsley, Mulroy, and Russell was 230,000, 240,000, 240,000, 290,000, 230,000, 320,000, 230,000 and 230,000, respectively. Mr. Kingsley passed away in April 2024.

  10. Overview

    The peer group was recommended by Anderson and consisted of companies operating in the biopharmaceutical/biotechnology industry and generally had fewer than 150 employees, market capitalization between $150 million and $750 million, and a lead development program in Phase 2. The stage of clinical development of ourselves and many of our peers renders us and them pre-commercial, and so revenues were not a meaningful factor considered in selecting our peer group. Some companies in the peer group were outside of one or more of these parameters but were included because their business areas of focus were similar to ours.

  11. Summary Compensation Table

    Summary Compensation Table The table below sets forth the compensation earned or paid to our executive officers identified below, who under SEC rules are considered our named executive officers, for 2023. Under SEC rules, the following individuals are considered a company’s named executive officers: (1) all individuals serving as the company’s principal executive officer or acting in a similar capacity during the last completed fiscal year, regardless of compensation level, which for us was Mr. Culley; (2) the company’s two most highly compensated executive officers other than its principal executive officer who were serving as executive officers at the end of the last completed fiscal year, which for us were Ms. Howe and Mr. Samuel; and (3) up to two additional individuals for whom disclosure would have been provided pursuant to the preceding clause (2) but for the fact that the individual was not serving as an executive officer of the company at the end of the last completed fiscal year, which for us was Dr. Hogge.

  12. Summary Compensation Table

    | 2023 Summary Compensation Table | | | | | | | | | | Name and Principal Position(1) | Fiscal Year | Salary ($) | Bonus ($)(2) | Option Awards ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Brian M. Culley | 2023 | $639,500 | $— | $1,918,430 | $— | $330,700 | $16,500 | $2,905,130 | | Chief Executive Officer | 2022 | $609,000 | $— | $1,159,875 | $268,503 | $319,900 | $15,250 | $2,372,528 | | Jill A. Howe | 2023 | $415,000 | $— | $151,455 | $— | $155,900 | $16,500 | $738,855 | | Chief Financial Officer | 2022 | $55,019 | $50,000 | $934,900 | $— | $20,500 | $— | $1,060,419 | | George A. Samuel III | 2023 | $381,908 | $— | $656,305 | $— | $156,100 | $16,500 | $1,210,813 | | General Counsel and Corporate Secretary | 2022 | $394,800 | $— | $603,135 | $39,057 | $150,900 | $15,250 | $1,203,142 | | Gary S. Hogge, D.V.M., M.S. Ph.D. | 2023 | $353,100 | $— | $403,880 | $— | $— | $103,582 | $860,562 | | Former SVP Clinical and Medical Affairs | | | | | | | | |

  13. Summary Compensation Table

    (1) The amounts reported in the table for each named executive officer represent the portion of earned compensation during the period of time such officer was in service with us. Ms. Howe commenced employment with us November 14, 2022. Dr. Hogge’s employment with us ended on November 30, 2023. Dr. Hogge was not one of our named executive officers for our fiscal year ended December 31, 2022, and therefore in accordance with SEC guidance, information for Dr. Hogge is provided only with respect to our fiscal year ended December 31, 2023. (2) The amount in this column represents a signing bonus payable in connection with Ms. Howe’s commencement of employment with us. (3) The amounts in this column represent the grant date fair value of stock options granted to the applicable individual during the applicable year. The grant date fair value and incremental fair value of the stock options were determined in accordance with ASC Topic 718, Compensation – Stock Compensation (ASC Topic 718). See Note 12, Stock-Based Awards to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for details as to the assumptions used to determine grant date fair value of the awards. (4) The amounts in the column represent the fair value of the restricted stock units (“RSUs”) granted during 2022. A portion of these awards contained a performance vesting condition which is only included in the grant date fair value under ASC Topic 718 if the criteria is determined to be probable. The fair market value of the stock awards assuming all performance vesting conditions were deemed probable would have been: (a) Mr. Culley $442,610; and (b) Mr. Samuel $72,912. (5) The amounts in this column for 2023 represent cash paid to the applicable individual earned in 2023 and paid in 2024 under our annual performance-based incentive plan discussed under the heading “Elements of Compensation—Annual Performance Bonuses.” The amounts in this column for 2023 represent: (a) for Mr. Culley, Ms. Howe and Mr. Samuel, 401(k) plan company-matching contributions of $16,500; and (b) for Dr. Hogge, severance payments of $45,831, 401(k) plan company-matching contributions of $16,500, payout of accrued paid time off at termination of employment of $39,262, and payments of Consolidated Omnibus Budget Reconciliation Act (“COBRA”) group health insurance premiums of $1,989.

  14. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning equity awards held by our named executive officers that were outstanding as of December 31, 2023:

  15. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#)(1) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(2) | | Brian M. Culley | 9/17/2018 | 1,854,000 | — | 1.87 | 9/17/2028 | — | — | | | 3/17/2020 | 856,218 | 77,082(3) | 0.69 | 3/17/2030 | — | — | | | 3/15/2021 | 801,006 | 364,094 | 2.43 | 3/15/2031 | — | — | | | 2/11/2022 | — | — | — | — | 218,744(4) | 111,913 | | | 3/10/2022 | 546,875 | 703,125 | 1.40 | 3/10/2032 | 200,000(5) | 1,888 | | | 3/09/2023 | — | 1,900,000 | 1.46 | 3/09/2033 | — | — | | George A. Samuel III | 9/1/2021 | 390,937 | 304,063 | 2.55 | 9/1/2031 | — | — | | | 2/11/2022 | — | — | — | — | 42,532(4) | 21,759 | | | 3/10/2022 | 284,375 | 365,625 | 1.40 | 3/10/2032 | — | — | | | 3/09/2023 | — | 650,000 | 1.46 | 3/09/2033 | — | — | | Gary S. Hogge (6) | 2/11/2018 | 10,300 | — | 2.11 | 2/11/2028 | — | — | | | 2/13/2019 | 32,811 | — | 1.14 | 2/13/2029 | — | — | | | 3/17/2020 | 212,750 | — | 0.69 | 3/17/2030 | — | — | | | 3/15/2021 | 279,666 | — | 2.43 | 3/15/2031 | — | — | | | 3/10/2022 | 187,500 | — | 1.40 | 3/10/2032 | — | — | | Jill A. Howe | 11/14/2022 | 270,833 | 729,167 | 1.36 | 11/14/2032 | — | — | | | 3/09/2023 | — | 150,000 | 1.46 | 3/09/2023 | — | — |

  16. Outstanding Equity Awards at Fiscal Year-End

    (1) The shares subject to options vest as to 25% of the shares subject to the option on the first anniversary of the grant date, and the balance vest in equal monthly installments over the three years thereafter, subject to the executive’s continued service with Lineage. (2) Market value of stock awards calculated as of December 31, 2023, which were calculated in accordance with ASC Topic 718. For stock awards which contained a performance vesting condition there is no market value unless the performance criteria is determined to be probable. For stocks awards which contain a market condition the value of these awards was determined using a Monte Carlo simulation. See footnotes (4) and (5) below for additional information. (3) This option was granted on March 17, 2020 under the Lineage Cell Therapeutics, Inc. 2012 Equity Incentive Plan (the “2012 Plan”). When the 2012 Plan was approved, it provided that no participant may be granted options and stock appreciation rights with respect to more than 1,000,000 shares in the aggregate per year. However, in accordance with the terms of the 2012 Plan, this per-participant limit was automatically increased to 1,236,000 shares as a result of our sale of shares of AgeX Therapeutics, Inc. to Juvenescence Limited in August 2018. Accordingly, this option did not exceed the per-participant limit in the 2012 Plan. (4) Represents RSUs granted on February 11, 2022 to certain employees, including our named executive officers, to further align their interests with the achievement of certain development milestones. For each RSU, half of the common shares subject to the RSU will vest in four equal annual installments beginning on the first anniversary of the grant date, subject to the employee’s continued service with Lineage, and the other half will vest in connection with the achievement of certain development milestones. Represents RSUs granted on March 10, 2022, 100,000 of which would have vested on or prior to March 9, 2023, 100,000 of which would have vested on or prior to March 9, 2024 and 100,000 of which may vest on or prior to March 9, 2025, in each case subject to the achievement of certain per share performance targets, calculated based on the trailing 20-day volume weighted average price of our common shares as of the date of determination. If such per share performance targets are not achieved by the applicable vesting date, then such RSUs will be forfeited. The 100,000 RSUs that would have vested on or prior to each of March 9, 2023 and March 9, 2024 were forfeited. In connection with Dr. Hogge’s separation from us, we agreed to extend the expiration date of his stock options that were vested as of November 30, 2023 such that 25% of the number of common shares subject to such vested stock options expire at the end of each of March, April, May and June 2024.

  17. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how Lineage or our Board or the Compensation Committee view the link between Lineage’s performance and named executive officer pay, and neither our Board nor the Compensation Committee uses CAP (as defined below) as the basis for making compensation decisions. For additional information about our pay-for-performance philosophy and how we align executive compensation with performance, please see the section titled “Executive Compensation” above.

  18. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The following table reports the compensation of our Chief Executive Officer, who is our principal executive officer (“PEO”), and the average compensation of our other named executive officers (“Non-PEO NEOs”) as reported in the Summary Compensation Table (the “SCT”) in the section titled “Executive Compensation,” above, for the past three fiscal years (“FYs”), as well as the Compensation Actually Paid (“CAP”) as calculated under the SEC pay-versus-performance disclosure requirements.

  19. Required Tabular Disclosure of Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) | Net Income (Loss)(5) (in thousands) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | $2,905,130 | $2,187,415 | $936,744 | $(97,716) | $61.93 | $(21,486) | | 2022 | $2,372,528 | $(135,374) | $1,161,335 | $(536,777) | $66.48 | $(26,273) | | 2021 | $2,754,475 | $3,997,183 | $1,495,292 | $818,381 | $139.20 | $(43,019) |

  20. Required Tabular Disclosure of Pay Versus Performance

    (1) The amounts reported in column (b) are the amounts of total compensation reported for Brian Culley for each corresponding year in the “Total” column of the SCT. (2) The amounts reported in column (c) and (e) represent the amount of CAP for Mr. Culley and the average amount of CAP for the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Culley or to the Non-PEO NEOs as a group, respectively, during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation reported for Mr. Culley in the SCT and to the average total compensation reported for the Non-PEO NEOs in the SCT for each year to determine the CAP:

  21. Required Tabular Disclosure of Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | Total Compensation from SCT | $2,905,130 | $936,744 | $2,372,528 | $1,161,335 | $2,754,474 | $1,495,292 | | Deduct: Value of Option Awards and Stock Awards Reported in SCT for the Covered FY | (1,918,430) | (530,093) | (1,428,378) | (734,182) | (1,855,475) | (1,235,646) | | Add: Year End Fair Value of Equity Awards Granted During the Covered FY that Remain Outstanding and Unvested as of Last Day of the Covered FY | 1,294,109 | 136,222 | 1,107,535 | 215,389 | 1,824,780 | 558,735 | | Add (Deduct): Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | (210,329) | (417,377) | (1,104,920) | (284,721) | 652,690 | — | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the FY | — | — | — | — | — | — | | Add (Deduct): Year over Year Change in Fair Value of Equity Awards Granted in Prior FY that Vested in the FY | 116,935 | 18,905 | (1,082,138) | (33,681) | 620,713 | — | | (Deduct): Year End Fair Value at the end of the applicable Prior FY of any Awards Granted during any Prior FY that were Forfeited during the Covered FY | — | (242,116) | — | (860,917) | — | — | | Compensation Actually Paid (as defined by SEC rule) | $2,187,415 | $(97,716) | $(135,373) | $(536,777) | $3,997,182 | $818,381 |

  22. Required Tabular Disclosure of Pay Versus Performance

    The amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. Our Non-PEO NEOs for purposes of calculating the average amounts are (i) Ms. Howe, Mr. Samuel and Dr. Hogge for 2023, (ii) Ms. Howe and Messrs. Samuel and Cook for 2022, and (iii) Messrs. Samuel and Cook for 2021. The amounts reported in column (f) reflect the cumulative total shareholder return (“TSR”) of our common stock for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (5) The amounts reported in column (g) represent net income (loss) reflected in our audited financial statements for the applicable FY.

  23. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our Board, upon the recommendation of our Nominating and Corporate Governance Committee, has nominated Dipti Amin, Deborah Andrews, Don M. Bailey, Neal C. Bradsher, Brian M. Culley, Anula Jayasuriya, Michael H. Mulroy and Angus C. Russell for election at the Meeting and to serve until the 2025 annual meeting of shareholders and until their respective successors are duly elected and qualified. For more information about each nominee, see the section titled “Board of Directors” in this Proxy Statement. Each of the director nominees has consented to being named in this Proxy Statement as a director nominee and to serving on our Board if elected. Unless a proxy solicited by this Proxy Statement is marked “withhold” by a shareholder as to any of the director nominees identified above or otherwise specifies in the proxy that authority to vote for any of the director nominees is withheld, shares represented by proxies will be voted “FOR” all director nominees identified above. In the unlikely event that any of the director nominees identified above is unable to serve as a director or for good cause will not serve as a director at the time of the Meeting, proxies solicited by this Proxy Statement may be voted by the proxy holders in favor of a substitute nominee designated by our Board.