Elizabeth O’Farrell
GERONAbout Elizabeth G. O’Farrell
Elizabeth G. O’Farrell (age 60) has served as a director of Geron since March 2019, was Lead Independent Director from May 2023 to March 2025, and was appointed independent Chair of the Board in March 2025. She spent 24 years at Eli Lilly in senior finance and governance roles (including CPO & Head of Global Shared Services; SVP Policy & Finance; CFO Lilly USA; CFO Lilly Canada; General Auditor) and began her career in public accounting; she holds a B.S. in Accounting (honors) and an MBA (MIS) from Indiana University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly & Company | Chief Procurement Officer & Head of Global Shared Services | Jan 2012 – Dec 2017 | Global operations, cost discipline, shared services leadership |
| Eli Lilly & Company | SVP, Policy & Finance; SVP, Finance; CFO Lilly USA; CFO Lilly Canada; General Auditor | Not disclosed (prior to 2012) | Financial reporting, internal controls, corporate governance |
| Boise Cascade Office Products | Accountant | Not disclosed | Accounting |
| Whipple & Company; Price Waterhouse | Auditor | Not disclosed | Audit and external reporting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LENSAR, Inc. | Director | Since Feb 2021 | Public company directorship (medical technology) |
| Genmab A/S | Director | Since Mar 2022 | Public company directorship (oncology) |
| Inhibikase Therapeutics | Director (former) | Mar 2019 – Sep 2022 | Former public company directorship |
| YMCA of Greater Indianapolis | Board member; Chairperson | 2006 – 2017; Chair 2014–2016 | Non-profit leadership |
Board Governance
- Independence: The Board affirmatively determined O’Farrell is independent under Nasdaq rules .
- Board leadership: Independent Chair since March 10, 2025; roles of Chair and CEO are separated .
- Committee assignments: Audit Committee Chair and “Audit Committee Financial Expert”; member of the Strategic Committee .
- Classification/term: Class II director; standing for a three-year term expiring at the 2028 annual meeting .
- Attendance: In 2024, the Board held eight meetings and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
| Committee | Role | 2024 Meetings Held | Notes |
|---|---|---|---|
| Audit Committee | Chair; Audit Committee Financial Expert | 5 | All members independent; financial literacy confirmed |
| Strategic Committee | Member | 6 | Reviews long-range strategy; evaluates transactions |
| Compensation Committee | Not listed as member | 5 (committee total) | — |
| Nominating & Corporate Governance | Not listed as member | Not disclosed | Current members: Lawlis (Chair), Molineaux, Spiegel |
Fixed Compensation
- Non-employee director cash fee schedule (2024):
| Non-Employee Director Role | Base Retainer | Additional Retainer |
|---|---|---|
| Board member | $50,000 | N/A |
| Chair of the Board | N/A | $40,000 (no pay when Chair was CEO) |
| Lead Independent Director | N/A | $30,000 |
| Audit Committee Chair | N/A | $25,000 |
| Compensation Committee Chair | N/A | $15,000 |
| Nominating & Corporate Governance Committee Chair | N/A | $10,000 |
| Strategic Committee Chair | N/A | $15,000 |
| Audit Committee member | N/A | $12,500 |
| Compensation Committee member | N/A | $7,500 |
| Nominating & Corporate Governance Committee member | N/A | $5,000 |
| Strategic Committee member | N/A | $7,500 |
- 2024 non-employee director compensation (O’Farrell):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $111,593 |
| Option Awards (grant-date fair value) | $519,156 |
| Total | $630,749 |
Additional structure notes:
- Directors may elect cash fees in stock via the Directors’ Market Value Plan; one director used this in 2024 (not O’Farrell) .
- Non-employee director total annual cap (subject to shareholder approval of plan amendments): $750,000; $1,000,000 for first-time appointees .
Performance Compensation
Geron compensates directors with service-vesting stock options under the 2018 Equity Incentive Plan; no performance-condition metrics are used for director equity.
| Grant Date | Instrument | Shares/Units | Vesting | Term / Exercise | Grant-Date Fair Value |
|---|---|---|---|---|---|
| 5/9/2024 | Stock options (Annual Grant) | 180,000 | Vests in full on earlier of next annual meeting or 1-year anniversary, subject to service | 10-year term; exercise price = FMV at grant; 36-month post-service exercise window; CIC full acceleration | $519,156 |
Outstanding equity at 12/31/2024 (director status):
- Options outstanding: 786,000 .
- Equity award framework: Initial director grant 270,000 options (3-year annual vesting); annual grant 180,000 options; FMV exercise price; 10-year term; CIC acceleration; disability/death partial acceleration .
Other Directorships & Interlocks
| Company | Role | Since/Through | Potential Conflict/Interlock Notes |
|---|---|---|---|
| LENSAR, Inc. | Director | Since Feb 2021 | No related-party transactions disclosed with Geron |
| Genmab A/S | Director | Since Mar 2022 | No related-party transactions disclosed with Geron |
| Inhibikase Therapeutics | Director (former) | Mar 2019 – Sep 2022 | No related-party transactions disclosed with Geron |
- Related-party transactions policy is overseen by the Audit Committee; the company reports no related-person transactions >$120,000 since Jan 1, 2024 .
Expertise & Qualifications
- Audit Committee Financial Expert designation (SEC Reg S‑K Item 407(d)(5)) .
- Deep finance, procurement, shared services, and governance leadership from Eli Lilly; prior public accounting experience (Price Waterhouse) .
- Advanced degrees in Accounting (B.S., honors) and MBA (MIS) from Indiana University .
- Strategic oversight experience via Geron’s Strategic Committee .
Equity Ownership
| Ownership Detail | Shares/Value |
|---|---|
| Shares held directly (O’Farrell) | 7,407 |
| Shares held by spouse (beneficial) | 26,220 |
| Options exercisable within 60 days of 3/1/2025 | 606,000 |
| Total beneficial ownership | 639,627 |
| Percent of outstanding | <1% (based on 636,904,470 outstanding) |
| Options outstanding (12/31/2024) | 786,000 |
Policy protections:
- Insider trading policy prohibits hedging, pledging, short sales, and margin transactions; requires preclearance and 10b5‑1 plans for directors .
- Section 16 compliance: the company notes one delinquent Form 4 in 2024 for another director; no delinquencies reported for O’Farrell .
Governance Assessment
- Board effectiveness: O’Farrell’s independent Chair role and Audit Committee leadership strengthen oversight, with confirmed “financial expert” status and committee structures that delineate risk oversight across financial reporting, compensation risk, governance, and strategy .
- Independence/Conflicts: Independence affirmed; the company reports no related-party transactions since 1/1/2024; anti‑hedging/pledging policy reduces alignment risk .
- Engagement/Attendance: Board held 8 meetings in 2024; all directors met the ≥75% attendance threshold; all directors attended the 2024 annual meeting .
- Director pay alignment: High equity mix via stock options ties director value to stock performance; annual cap ($750k) limits potential excess; 2024 grant to O’Farrell was 180,000 options (fair value $519k), with cash fees of ~$112k .
- Shareholder signals: 2024 say‑on‑pay approved with ~96.1% support, indicating favorable investor sentiment toward compensation governance .
RED FLAGS / Watch items:
- Time commitments: Simultaneous service on two other public boards (LENSAR, Genmab) warrants continued monitoring, though 2024 attendance met requirements .
- Director equity is service‑based (no performance hurdles), which is common but offers less direct pay-for-performance linkage than PSUs; however, options inherently require stock appreciation to deliver value .
Overall, O’Farrell’s finance and governance credentials, combined with independence and anti-hedging/pledging protections, support investor confidence in Geron’s board oversight, with no related-party or attendance red flags disclosed .