Geoffrey Ling
About Geoffrey Ling
Geoffrey Ling, M.D., Ph.D., is a non-employee, independent director of Celularity (CELU) who joined the board in September 2023; he is a Class I director with a term expiring at the 2025 annual meeting and was age 68 as of November 19, 2024 . He co-founded On Demand Pharmaceuticals and serves as a Professor of Neurology and Attending Neurocritical Care physician at Johns Hopkins University/Hospital and the Uniformed Services University of the Health Sciences (USUHS) . Dr. Ling previously was the Founding Director of DARPA’s Biological Technologies Office and Assistant Director for Medical Innovation at the White House OSTP; he is a retired U.S. Army colonel with deployments to Iraq and Afghanistan .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| DARPA, Biological Technologies Office | Founding Director | Prior service; described in biography | Led establishment and direction of BTO programs |
| White House OSTP (Science Division) | Assistant Director for Medical Innovation | Prior service; described in biography | Medical innovation policy leadership |
| U.S. Army | Colonel (retired) | 27 years; deployments to Iraq and Afghanistan | Military medical leadership |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| On Demand Pharmaceuticals (private) | Co-founder | Current | Advanced automated pharmaceutical manufacturing systems |
| Johns Hopkins University/Hospital | Professor of Neurology; Attending Neurocritical Care physician | Current | Academic and clinical leadership |
| USUHS | Professor | Current | Academic role |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class I; term expires at 2025 annual meeting |
| Independence | Non-employee director |
| Years of service on CELU board | Since September 2023 |
| Committee assignments (2024) | Nominating & Corporate Governance Committee member |
| Committee meeting cadence (2024) | Audit: 7; Compensation: 2; Nominating: 3 meetings |
| Committee chair roles | Not listed as chair; Audit chaired by Vincent LeVien |
Fixed Compensation
| Component | Policy Detail | 2023 Actual for G. Ling |
|---|---|---|
| Annual cash retainer (board) | $45,000 | $0 (partial-year director; no cash fees shown) |
| Committee member fees | Audit $10,000; Compensation $8,000; Nominating & Corporate Governance $5,000 | $0 (no committee cash shown) |
| Committee chair fees | Audit $20,000; Compensation $16,000; Nominating & Corporate Governance $10,000 | Not applicable (not a chair) |
| Annual director compensation cap | $750,000 per year (non-initial); $1,000,000 first year as director |
Performance Compensation
| Equity Element | Terms | 2023/2024 Detail for G. Ling |
|---|---|---|
| Initial equity grant | $300,000 in stock options, vesting ratably over 3 years upon joining board | Joined 9/7/2023; recognized option award grant date fair value $301,250 |
| Annual equity grant | $300,000 total, split 50% stock options and 50% RSUs, granted on annual meeting date | On 2024 annual meeting date, each non-employee director received options (84,746) and RSUs (67,416) valued at $300,000; on 2023 annual meeting, options (27,778) and RSUs (19,992) valued at $300,000 (share counts reflect split adjustments) |
| Vesting | Annual RSUs and options vest on first anniversary or next annual meeting (as applicable); initial options vest over 3 years | As above |
Detailed 2023 director compensation (actual):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Geoffrey Ling, M.D. | — | — | 301,250 | 301,250 |
| (ASC 718 grant-date value) | ||||
| Citations: |
Outstanding awards (12/31/2023):
| Name | Unvested Stock Awards (Count) | Option Awards (Exercisable+Unexercisable, Count) |
|---|---|---|
| Geoffrey Ling, M.D. | — | 125,000 |
| Citations: |
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Timing/Notes |
|---|---|---|---|---|
| Catalyst Biosciences (now GYRE) | GYRE | Independent Director | Compensation Committee member | As disclosed in 2022 proxy statements (director since 2020; as of 2022) |
| Photonics 657; Ned Biosystems (private) | — | Board roles | — | Listed in 2022 proxy biography for Catalyst Biosciences |
Expertise & Qualifications
- Education: M.D. (Georgetown University); Ph.D. in Pharmacology (Cornell University); postdoctoral fellow (Memorial Sloan Kettering); Neurology residency (Walter Reed Army Medical Center); Neurocritical Care fellowship (Johns Hopkins) .
- Recognitions: Fellow of the American Neurological Association, American Academy of Neurology, and Neurocritical Care Society; memberships include Sigma Xi, Alpha Omega Alpha, and AMSUS; published 200+ peer-reviewed works .
- Domain expertise: Medicine, neurocritical care, biomedical innovation (DARPA BTO founder), federal policy (OSTP medical innovation); operational experience via On Demand Pharmaceuticals .
Equity Ownership
| Date (Reference) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jan 19, 2024 (PRE 14A) | 0 | <1% | As reported in beneficial ownership table |
| May 15, 2025 (10-K/A) | 41,666 | <1% | As reported in beneficial ownership table |
| Dec 31, 2023 (10-K) | Options: 125,000 (exercisable+unexercisable) | — | Award inventory disclosure for non-employee directors |
Governance Assessment
- Role and engagement: Ling serves on the Nominating & Corporate Governance Committee, which met three times in 2024—positioning him within the board processes for director nominations, governance policies, and oversight of governance practices .
- Independence and alignment: He is a non-employee director and initially held no CELU common stock as of January 2024; by May 2025 he beneficially owned 41,666 shares (<1%), indicating increasing equity alignment over time .
- Compensation structure signals: Celularity’s director pay emphasizes equity—$300,000 annual equity grants (50% options/50% RSUs) plus an initial $300,000 option grant—creating shareholder alignment but also relying significantly on stock-based incentives; Ling’s 2023 compensation consisted solely of option awards following his September 2023 appointment .
- Tenure and expertise: With deep biomedical innovation and federal policy experience (DARPA BTO, OSTP) and ongoing academic/clinical roles, Ling brings scientific and translational expertise that is additive to a cell-therapy company’s board skill mix .
Appendix: Committee Membership Snapshot (2024)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Geoffrey Ling, M.D. | X | ||
| Total 2024 meetings | 7 | 2 | 3 |
| Citations: |