Stacy Lindborg
BRAINSTORM CELL THERAPEUTICSAbout Stacy Lindborg
Dr. Stacy Lindborg, 54, joined BrainStorm Cell Therapeutics’ (BCLI) Board in May 2024 after serving as Executive Vice President & Chief Development Officer (since June 2020) and Co‑Chief Executive Officer (January 2023–May 9, 2024). She holds a Ph.D. in statistics from Baylor University and previously led analytics/data science at Biogen and R&D strategy/product management (Zyprexa) at Eli Lilly . She also serves on Imunon, Inc.’s Board and is a member of Imunon’s Science & Technology Committee; Imunon discloses she sits on its Compensation Committee alongside Frederick J. Fritz (Chair) and Donald P. Braun .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BrainStorm Cell Therapeutics (BCLI) | EVP & Chief Development Officer; Co‑CEO | CDO: Jun 2020–Jan 2023; Co‑CEO: Jan 2023–May 9, 2024 | Led development; transitioned to Board May 2024 |
| Biogen | Vice President, Analytics & Data Science; R&D governance team member | 2012–2020 | Guided long-term R&D vision; platform productivity initiatives |
| Eli Lilly | Head of R&D Strategy; Leader, Zyprexa Product Management | Pre‑2012 | Portfolio productivity; R&D/commercial/manufacturing plans |
External Roles
| Organization | Role | Tenure | Committees/Role |
|---|---|---|---|
| Imunon, Inc. (NASDAQ: IMNN) | Director; President & CEO | Director since Jun 2021; CEO since May 2024 | Science & Technology Committee member ; Compensation Committee member (with Fritz, Braun) |
Board Governance
- Independence: The BCLI Board determined Dr. Lindborg is not an “independent director” under Nasdaq standards (along with the Chief Business Officer), while the Audit and GNC committees are comprised entirely of independent directors .
- Committee assignments (BCLI): Audit Committee (Naor—Chair; Bairu; Arbel); GNC Committee (Arbel—Chair; Polverino; Naor). Dr. Lindborg is not listed on either committee .
- Board attendance: In FY2024, the Board held two meetings; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings .
- Tenure: Appointed to the Board in May 2024 .
Fixed Compensation
| Component | Detail | Period | Amount/Terms |
|---|---|---|---|
| Executive base salary (BCLI) | Employment agreement base salary progression | Jan 2021; Jan 2023 | Increased from $375,000 to $469,000 (Jan 2021) and to $500,000 (Jan 2023) |
| Board cash/equity framework (BCLI) | Second Amended & Restated Director Compensation Plan | Ongoing | Standard annual awards: U.S. directors may elect 444 options or 444 restricted shares; committee membership awards of 133 (chair: 222); vest monthly over 12 months; no annual director equity was awarded in 2024 |
Note: Unique cash arrangements exist for certain BCLI directors (e.g., Bairu: $30,000 annual cash; Polverino: $12,500 cash + $12,500 RS award per Board resolution), but the 2024 director compensation table shows no grants in 2024; these policies frame potential director pay mechanics going forward .
Performance Compensation
| Element | Terms | Dates | Grant/Amount | Vesting/Performance |
|---|---|---|---|---|
| Discretionary bonus (BCLI executive) | Paid in recognition of FY performance | 2023; 2024 | $200,000 (2023); $100,000 (2024) | Discretionary; no specific metrics disclosed |
| Restricted Stock (BCLI executive then director) | March 11, 2024 RSA | 3/11/2024 | 16,129 shares (post 1‑for‑15 reverse split; originally 241,935) | Vests 50% on each of 1st and 2nd anniversary while serving on Board; unvested accelerates upon change of control |
| Stock options (BCLI executive) | One‑time option grant under 2014 plan | As hired | 100,000 shares at $7.67 | Employment agreement grant; time‑based vesting; no metrics disclosed |
| Annual RS grants (BCLI executive) | Up to 35,000 RS each year at GNC meeting | Anniversary schedule | Up to 35,000 shares annually | 25% per year over four years, continued employment required |
| One‑time equity bonus (BCLI executive) | Equity grant | Employment agreement | Up to 250,000 RS shares | 25% per year over four years, continued employment required |
| Separation bonus (BCLI executive transition to director) | Lump sum separation bonus | 4/16/2024 agreement | $300,000 payable no later than Mar 15, 2025 | Board service beginning May 9, 2024; forfeiture of other unvested equity except March 2024 RSA |
| Clawback policy (BCLI) | Compensation recovery policy | Adopted Nov 13, 2023 | Applies to incentive comp | Recapture on restatement for 3 years prior if comp exceeds restated amounts |
Performance Metrics Table (as disclosed)
| Compensation Element | Metric/Trigger | Specific Metrics Disclosed | Status |
|---|---|---|---|
| Annual cash bonus (executive) | “Pre‑established performance goals” per employment agreement | Not specified in proxy filings | Discretionary payments made: $200k (2023), $100k (2024) |
| Equity awards (RS/Options) | Time-based vesting; service condition | Vests per schedules; change‑of‑control acceleration for March 2024 RSA | Active; RSA continues vesting while serving on Board |
| Clawback | Financial restatement | Applies to incentive-based compensation received within 3 years | Policy adopted; enforcement case history not disclosed |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| Imunon, Inc. | Director; President & CEO | Science & Technology Committee; Compensation Committee | Director since 2021; CEO since 2024; Compensation Committee includes Fritz (Chair), Braun, Lindborg |
No BCLI‑disclosed related‑party transactions involving Dr. Lindborg; Audit Committee reviews/approves all related‑party dealings .
Expertise & Qualifications
- Biotechnology and clinical development leadership; analytics and data science; portfolio productivity; commercial/R&D integration (Biogen; Eli Lilly) .
- Ph.D. in statistics (Baylor University) .
- Prior CEO experience; public company board service (Imunon) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Dr. Stacy Lindborg | 44,146 | <1% | Restricted stock; as of April 1, 2025 |
Outstanding equity awards (as of Dec 31, 2024):
| Award | Quantity | Vesting |
|---|---|---|
| Restricted Stock Award (3/11/2024) | 16,129 shares | 50% on first and second anniversaries while serving on Board (accelerates if change of control) |
Fixed vs Performance Compensation—Governance Signals
- Shift from executive to director with continued vesting on March 2024 RSA and change‑of‑control acceleration creates sensitivity to M&A outcomes; board oversight must manage potential alignment/independence concerns .
- No annual director equity awards granted in 2024, reducing near‑term equity accrual for non‑employee directors; standard plan allows future awards post‑meeting dates .
- Clawback and anti‑hedging/anti‑pledging policies strengthen governance discipline .
Governance Assessment
- Strengths: Deep R&D/analytics pedigree; cross‑functional leadership (Biogen/Lilly); external public‑company board experience; BCLI compensation recovery and anti‑hedging policies .
- Independence & committee effectiveness: At BCLI, Dr. Lindborg is non‑independent and not on Audit/GNC; committee independence (exclusively independent members) mitigates potential conflicts in pay/nomination oversight .
- Attendance: Meets ≥75% threshold; Board met twice in FY2024, a relatively low cadence for a small-cap biotech—committee activity (Audit 4; GNC 3 meetings) provides additional oversight .
- Conflicts/RED FLAGS:
- Separation agreement tied to immediate Board appointment with a $300,000 lump sum and continued RSA vesting; plus change‑of‑control acceleration—monitor for decision‑making impartiality in strategic transactions (RED FLAG potential) .
- Non‑independent status while previously serving as Co‑CEO may affect perceived impartiality in CEO evaluation and pay discussions; current committee structure (independent-only) reduces direct influence (mitigant) .
- Ownership alignment: <1% beneficial ownership and continued RS vesting aligns with shareholder value creation; anti‑hedging/pledging policy prevents misalignment strategies .
Executive sessions frequency and director stock ownership guidelines are not disclosed in the cited filings.
Related Policies and Controls
- Compensation Recovery (clawback) policy effective Oct 2, 2023 (adopted Nov 13, 2023) .
- Anti‑hedging/anti‑pledging policy and pre‑clearance for transactions by directors/officers .
- Audit Committee approval required for related‑party transactions .
Legal proceedings: Company and certain officers/directors are defendants in securities and derivative actions related to NurOwn; filings do not attribute specific allegations to Dr. Lindborg by name (oversight risk exists generally for all directors) .
Notes on Share and Award Counts
- BrainStorm effected a 1‑for‑15 reverse split on Sept 30, 2024; 2025 disclosures reflect split‑adjusted share counts (e.g., 241,935 RSAs pre‑split = 16,129 post‑split) .
All claims and data above are sourced from BCLI’s 2025 DEF 14A and 2024 proxy filings and Imunon’s investor pages and SEC filings: .