Timothy Warbington
About Timothy Warbington
Timothy Warbington, 64, is President, CEO and Chairman of Creative Medical Technology Holdings, Inc. (CELZ), serving as CEO/director since February 2016; he previously led affiliate Creative Medical Health, Inc. (CMH) as CEO/President since October 2011. He holds a BA in Accounting from Arizona State University (1984) and brings 25+ years of executive management experience, including founding/operating a national produce and finance company with $5–12 million in annual revenue and prior COO experience at a U.S. subsidiary of a British international food firm; he has also consulted in biotech for eight years . Pay-versus-performance disclosure shows total shareholder return (TSR) deteriorated while net losses persisted: TSR values for a fixed $100 investment were 17.24 (2022), 2.09 (2023), and 1.05 (2024); net losses were $(10,144,044), $(5,286,574), and $(5,493,481), respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. subsidiary of British firm (international food trade) | Chief Operating Officer | Prior to 1993 | Operational leadership in international food trade |
| National agricultural (produce) and finance company | Founder/Owner/Operator | 1993–2007 | Built and operated multi-million-dollar enterprise ($5–12m annual revenue) |
| Public biotech firm (unnamed) | Consultant (strategy/tactical advice) | ~8 years prior to CMH | Built network of scientists/physicians/executives for CMH and CELZ |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Creative Medical Health, Inc. (CMH) | President, CEO, Director | Since Oct 2011 | Affiliate leadership and IP transactions (e.g., StemSpine patent) |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $330,000 | $330,000 | $339,000 |
| Option Awards ($) | $40,224 | $0 | $0 |
| All Other Compensation ($) | $99,000 | $192,620 | $247,500 |
| Total ($) | $469,224 | $522,620 | $587,220 |
Key structural features:
- Employment agreement signed Feb 9, 2022 (three-year term; auto-renew for successive three-year periods unless notice of non-renewal) .
- Target annual cash bonus: 30% of base salary; annual option grant valued at 30% of base salary, vesting over three years .
- Direct employment base salary formalized at $330,000 via 8-K effective Sept 16, 2021 (transition from CMH reimbursement) .
Performance Compensation
Pay versus performance metrics (company-disclosed):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Compensation Actually Paid to PEO ($) | $505,239 | $522,620 | $587,220 |
| Value of $100 TSR | 17.24 | 2.09 | 1.05 |
| Net Income (Loss) ($) | (10,144,044) | (5,286,574) | (5,493,481) |
Notes:
- Company states compensation is not correlated with TSR or net income and does not use these as performance measures, consistent with development-stage biotech status .
- No PSUs/RSUs or disclosed performance metric weighting/payout tables; equity grants are time-based options with three-year vesting .
Equity award vesting schedule (Warbington’s Feb 9, 2022 grant):
- Total options: 5,858 shares at $16.90, 10-year term (expires Feb 9, 2032) .
- Vesting: 25% at grant (Feb 9, 2022), 25% on each of Feb 9, 2023; Feb 9, 2024; Feb 9, 2025; tranche size ~1,464 shares .
Equity Ownership & Alignment
| Date (Record) | Beneficial Shares | Ownership % | Breakdown/Notes |
|---|---|---|---|
| Oct 30, 2023 | 37,833 | 2.7% | Includes 22,695 shares via CMH and 2,929 currently exercisable options |
| Oct 23, 2024 | 39,298 | 2.2% | Includes 22,695 via CMH and 4,394 currently exercisable options |
| Mar 6, 2025 | 39,298 | 1.7% | Includes 22,695 via CMH and 4,394 currently exercisable options |
| Oct 27, 2025 | 40,762 | 1.6% | Includes 22,695 via CMH and 5,858 currently exercisable options |
| Oct 29, 2025 | 40,762 | 1.4% | Includes 22,695 via CMH and 5,858 currently exercisable options |
Additional alignment/pressure indicators:
- Options outstanding (Warbington): 5,858 shares at $16.90, expiring Feb 9, 2032; as of Dec 31, 2024, 4,394 exercisable / 1,464 unexercisable .
- No pledging/hedging disclosures identified; company maintains Code of Business Conduct and Ethics and Insider Trading Policy .
- Dilution risk: frequent special meetings to approve warrant exercises (>20% of outstanding) under Nasdaq Rule 5635(d), potentially increasing supply and selling pressure post-exercise .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | February 9, 2022 |
| Duration | 3-year term; auto-renew for successive 3-year periods unless non-renewal notice |
| Base salary | $330,000 (initial; increased to $339,000 in 2024) |
| Target bonus | 30% of base salary (annual cash bonus) |
| Annual equity | Options valued at 30% of base salary; 3-year vest; initial grant on Feb 9, 2022 |
| Severance | If terminated by company other than for Cause or by executive for Good Reason: continued payment of base salary and annual bonuses for two years |
| Change-of-control | No specific single/double-trigger acceleration terms disclosed beyond general severance language |
| Direct employment start | Sept 16, 2021; base salary set at $330,000 via Item 5.02 8-K |
Board Governance
- Roles: CEO, Chairman, and Director since Feb 2016; not independent due to executive status .
- Board leadership: Combined CEO/Chairman; no Lead Independent Director; board cites company size/history to justify structure; may reassess in future .
- Committee structure (all independent members): Audit (Chair: Susan Snow), Compensation (Chair: Bruce Urdang), Corporate Governance & Nominating (Chair: Susan Snow) .
- Attendance: 2024—Board held eight meetings; each director attended ≥75% of Board/committee meetings; 2022—nine meetings with similar attendance .
Director compensation program (non-employee directors):
| Director | Cash Fees ($) FY 2024 | Notes |
|---|---|---|
| Michael Finger | 80,000 | Standard retainer |
| Susan Snow | 120,000 | Retainer + committee chair fees |
| Bruce S. Urdang | 100,000 | Retainer + committee chair fees |
Program terms: $80,000 annual retainer; +$20,000 for each committee chaired; can be paid in a mix of cash/stock .
Related Party Transactions (conflict and governance signals)
- CMH StemSpine patent purchase (2017; amended): staged cash/stock payments, royalty terms, and doubling of share count if stock trades below $0.01; additional $100,000 paid in Aug 2023 upon IND filing .
- Narkeshyo LLC “research tools” acquisition: $5,000,000 expense (Dec 15, 2022) with payments through Mar 15, 2023; rationale to accelerate cGMP cellular therapy development; third-party analysis cited 3–5 year acceleration, lower long-term R&D expense .
- Jadi Cell license (Dec 28, 2020): exclusive license with $250,000 initial fee (paid via 18,018 shares in Feb 2022), ongoing economics tied to ImmCelz business and potential sale proceeds .
- Historical Series A Preferred control/securities settlement: 3,000,000 super-voting shares surrendered in Dec 2021 in exchange for $150,000 + 8% interest from Jan 2018 .
Track Record, Value Creation, and Execution Risk
- Tenure performance: TSR plummeted across 2022–2024; company remains loss-making and explicitly does not tie pay to TSR or net income .
- Financing/dilution cadence: repeated special meetings to approve warrant exercises (>20% issuance), Inducement Warrants in 2025 (e.g., 1,799,774 shares at $3.75; later 2,790,340 shares reset to $2.86 VWAP) with five-year terms post-approval; potential supply overhang and price pressure .
- Shareholder base: institutional holders (e.g., Armistice, Anson) disclosed with 4.99% beneficial ownership limits on warrants; their shares may be restricted from voting on certain approvals under Nasdaq rules .
- Governance risk: combined CEO/Chairman role without Lead Independent Director raises oversight concerns typical of small-cap issuers .
Board Service History and Dual-Role Implications
- Service since Feb 2016 as CEO and Director; also Chairman; independence status: not independent .
- Committees: Warbington is not on audit/comp/governance committees, which are comprised of independent directors .
- Dual-role implications: Absence of a Lead Independent Director and combined CEO/Chair may concentrate authority; company cites size/history to justify structure, but may reassess later .
Investment Implications
- Pay-for-performance alignment is weak: compensation levels rose while TSR and net income deteriorated; company states it does not use TSR/net income for pay decisions, elevating misalignment concerns .
- Dilution and selling pressure risk: frequent warrant approvals, large potential issuances (including inducement warrants resetting to lower exercise prices) suggest ongoing capital needs and possible overhang .
- Retention economics: severance provides two years of salary and bonus—material protection for CEO; auto-renew structure reduces near-term turnover risk but adds cost in a change scenario; no disclosed CoC acceleration .
- Related party exposure: multiple transactions with affiliates (CMH, Narkeshyo, Jadi Cell) can pose conflicts; audit committee reviews related-party deals, but investors should monitor terms and execution outcomes .
- Governance structure: combined CEO/Chair without Lead Independent Director and a small board increases oversight risk; committees are independent, which partially mitigates .
Data Citations
About/Background: Pay vs Performance and losses: Compensation tables: Employment/severance: Direct employment 8-K: Equity awards/vesting: Beneficial ownership tables: Board leadership/independence: Committee composition/chairs: Board attendance: Director compensation program/data: Related party transactions: Warrant approvals/dilution: Institutional holders/warrant limits: