John Haines
Senior Executive Vice President, Chief Administrative Officer and Corporate Secretary at Celularity
Executive
About John Haines
John R. Haines is Senior Executive Vice President, Chief Administrative Officer and Corporate Secretary of Celularity Inc., serving as an executive officer since 2021; age 67 as of October 30, 2025 . His background spans operational and CEO roles in advanced technologies and cell therapy, including co-founding and leading two accelerator/cyclotron ventures (Ionetix and Andiscern) and earlier serving as President/COO of Anthrogenesis (acquired by Celgene) . Education: B.A. Economics (Villanova), M.S. and Master of Bioethics (University of Pennsylvania), M.A. (King’s College London), and a postgraduate diploma (Stanford) . Pay-versus-performance metrics (e.g., TSR, revenue/EBITDA growth tied to pay) are not provided; Celularity, as an emerging growth company, used scaled disclosures and did not approve performance-based compensation for 2023 or 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Andiscern Corporation | President & CEO (co-founder) | 2013–2017 | Developed particle accelerator-based technology for fissile material detection; private venture leadership |
| Ionetix Corporation | President & CEO (co-founder) | 2009–2013 | Commercialized superconducting cyclotron technology from MIT Plasma Fusion Lab |
| Anthrogenesis Corporation (acquired by Celgene) | President & COO | 1999–2002 | Led placenta-derived cell therapy platform; company acquired and became Celgene Cellular Therapeutics |
External Roles
No current public company directorships or external board roles for Haines are disclosed in Celularity’s executive officer biographies or officer table .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 500,000 | 434,375 (reflects 2024 salary reduction per Dragasac SPA) |
| Target Bonus (% of Base) | 50% (increased in Oct 2022) | 50% |
| Actual Annual Bonus ($) | — (none approved) | — (none approved) |
| All Other Compensation ($) | 34,615 | 35,973 |
| Notes | Base set to $500,000 upon promotion to CAO (Oct 2022) | Base decreased to $425,000 effective Feb 16, 2024; restored to $500,000 effective Jan 1, 2025 |
Performance Compensation
Annual Incentives
- No performance-based cash bonuses were approved for 2023 or 2024; annual bonuses, when used, are subject to individual and company goals established by the Board/Comp Committee .
Equity Program Design and Vesting
- Executives receive time-based stock options and RSUs; typical vesting: options over four years; RSUs: 25% at year 1, then annually to year 4 (with occasional exceptions). Annual executive grants typically 2/3 options, 1/3 RSUs. 1-for-10 reverse split applied Feb 28, 2024 .
- Company policy: no timing of stock option grants around material nonpublic information; restrictions on grant timing; options last granted in Feb 2024 .
Grant-Level Detail for John Haines (selected)
| Award Type | Grant Date | Size | Price | Vesting / Terms | Status (12/31/24) |
|---|---|---|---|---|---|
| RSU | 2/17/2023 | 20,000 | — | 50% at 1-year; remainder at 2-year anniversary (fully vested by 2/17/2025) | Unvested at 12/31/24: 20,000; $41,600 MV at $2.08 |
| RSU | 4/13/2022 | 3,282 | — | 25% at year 1; then annual to year 4 (subject to service) | Unvested at 12/31/24: 3,282; $6,827 MV |
| Stock Option | 2/16/2024 | 21,601 | $4.34 | Standard 4-year vest (subject to service); 10-year term to 2/16/2034 | Outstanding |
| Stock Option | 9/9/2021 | 35,623 (exercisable) / 2,807 (unexercisable) | $102.30 | 50% vested at grant; remaining 50% time-vest over 4 years from 7/16/2021 | Outstanding |
| Stock Option | 4/13/2022 | 12,826 (exercisable) / 6,414 (unexercisable) | $101.60 | 25% at year 1; monthly thereafter for 3 years | Outstanding |
| Stock Options (legacy) | 2017–2021 | Various (exercisable totals shown in table) | $2.80–$102.10 | Standard vesting; 10-year terms per grant | Outstanding |
Equity Compensation Value
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | 281,200 | — |
| Option Awards ($) | — | 46,658 |
Equity Ownership & Alignment
| Date (Shares Outstanding Basis) | Total Beneficial Ownership (sh) | % Outstanding | Composition Detail |
|---|---|---|---|
| Nov 8, 2024 (22,005,358 sh o/s) | 178,772 | <1% | Mix includes direct holdings and options/RSUs exercisable/vesting within 60 days per SEC rules |
| Oct 30, 2025 (28,316,485 sh o/s) | 200,418 | <1% | 29,121 shares held directly; 171,297 options exercisable within 60 days |
- Pledging/Hedging: Insider trading policy prohibits short sales and derivative transactions; pledging/margin transactions require Audit Committee pre-approval. No pledging by Haines is disclosed in beneficial ownership footnotes .
- Ownership guidelines: No executive stock ownership guidelines are disclosed in the cited filings .
- Option moneyness: Several legacy options carry high exercise prices ($101–$102), reducing near-term exercise-driven selling pressure absent substantial stock appreciation .
Employment Terms
| Term | Detail |
|---|---|
| Current Role | Senior Executive Vice President, Chief Administrative Officer and Corporate Secretary (CAO since Oct 2022; Corporate Secretary since 2018) |
| Employment Agreement | Effective at July 2021 business combination; amended/restated Apr 1, 2022; amended Feb 2024 |
| Base Salary | Initially $445,000 (raised to $500,000 upon CAO promotion). Reduced to $425,000 effective Feb 16, 2024 (Dragasac SPA), restored to $500,000 effective Jan 1, 2025 |
| Target Bonus | 50% of base salary (increased from 40% in Oct 2022) |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 12 months base salary, up to 12 months COBRA, prorated bonus (lump sum), 12 months vesting acceleration on time-based equity (release/other conditions required) |
| Severance (with CIC, double-trigger) | If terminated without cause/resigns for good reason within 3 months before or 12 months after CIC: 12 months base salary, up to 12 months COBRA, 100% target bonus (lump sum), full acceleration of unvested equity (release/other conditions required) |
| 280G Cutback | Best-net or cut-to-avoid-excise approach applies |
| Death/Disability | Prorated target bonus (lump sum) with release |
| Restrictive Covenants | Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement incorporated with employment |
| Clawback | Company-wide clawback policy adopted to comply with SEC/Nasdaq (recoupment upon accounting restatement) |
Insider Transactions and Vesting/Selling Pressure
- Section 16(a) compliance: Company disclosed one late Form 4 filing for John Haines (filed Feb 21, 2024) among several insiders; no other exceptions noted for 2024 .
- Recent vesting cadence: RSUs granted 2/17/2023 (20,000) fully vested by 2/17/2025 per schedule; limited incremental RSU vesting forward. Options granted 2/16/2024 (21,601 @ $4.34) vest over four years; 2021–2022 options carry high strikes ($101–$102), limiting near-term exercises absent price appreciation .
Performance & Track Record
- Tenure impact data (TSR, revenue/EBITDA growth tied to compensation) not disclosed; the company did not approve performance-based compensation for 2023 or 2024 and uses time-based equity vehicles .
Related-Party Transactions
- No related-party transactions involving John Haines are disclosed; broader related-party financings primarily involved other insiders/major holders (e.g., CEO and large shareholders) . Company maintains a formal related-person transaction policy under Audit Committee oversight .
Investment Implications
- Pay-for-performance alignment: Incentives are primarily time-based (options/RSUs) with no recent performance-based cash payouts; this reduces direct linkage to financial/TSR outcomes and may weaken high-powered incentives for outperformance .
- Retention risk: Double-trigger change-in-control protection with full equity acceleration and 12 months salary/benefits and 100% target bonus is competitive but not excessive; outside CIC, severance provides 12 months salary/benefits and partial acceleration (12 months), supporting retention while limiting cost .
- Selling pressure: Haines’ stake is modest (<1%); many legacy options are far out-of-the-money ($101+ strikes), suggesting limited near-term exercise-related selling absent a major re-rating. 2024 option vests over four years, smoothing future supply; no pledging disclosed .
- Governance/controls: Adoption of a clawback policy and strict grant-timing/hedging-pledging policies mitigate compensation and trading-related risks .
Overall, Haines’ package emphasizes fixed pay and time-based equity with standard double-trigger protections; alignment via ownership is limited by a small beneficial stake, but grant design and governance controls reduce misalignment and timing risks .