V. Bryan Lawlis
GERONAbout V. Bryan Lawlis
Independent director (Class III) of Geron since March 2012; age 73. Ph.D. in biochemistry (Washington State University) and B.A. in microbiology (University of Texas at Austin). Extensive background as a biotech CEO and manufacturing/clinical development leader; currently Chair of the Nominating & Corporate Governance Committee (effective March 10, 2025) and member of the Audit Committee in 2024. The Board cites his deep experience in biopharmaceutical manufacturing, R&D, clinical trials, and regulatory processes as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Itero Biopharmaceuticals LLC | President & CEO; Co‑founder | 2006–2011 | Early-stage biopharma leadership; manufacturing/R&D execution |
| Aradigm Corporation | President & CEO | Not stated | Specialty drug delivery; operational leadership |
| Covance Biotechnology Services | President & CEO; Co‑founder | Not stated | Contract biopharma manufacturing operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Convergent Ventures (formerly Phoenix Venture Partners) | Advisor | Oct 2015–present | Venture advisory role |
| BioMarin Pharmaceutical, Inc. | Director | Jun 2007–May 2024 | Rare genetic diseases focus |
| Aeglea BioTherapeutics, Inc. | Director | Jul 2018–Jun 2023 | Human enzyme therapeutics |
| Coherus BioSciences, Inc. | Director | May 2014–May 2021 | Biosimilars platform |
| Sutro Biopharma, Inc. | Director | Jan 2004–Jun 2019 | Therapeutics for cancer/autoimmune |
| Current public company boards | — | — | None currently |
Board Governance
- Independence: Board affirmed Lawlis is independent under Nasdaq Rule 5605(a)(2) .
- Board class/term: Class III director, with one year remaining as of the 2025 meeting; Class III terms expire at the 2026 Annual Meeting .
- Committees (2024): Audit Committee member (Chair: Elizabeth O’Farrell; all members financially literate) .
- Nominating & Corporate Governance Committee: Member during 2024; became Chair effective March 10, 2025 (following interim CEO appointment of Dawn Bir) .
- Meeting attendance: Board met 8 times in 2024; each director attended ≥75% of Board and committee meetings; all directors as of May 2024 attended the 2024 annual meeting .
- Committee activity: Nominating & Corporate Governance Committee held three meetings in 2024; responsibilities include governance guidelines, succession planning, independence/conflict oversight, director education (NACD memberships provided in 2024) .
- Risk oversight: Committees oversee defined risk domains; NG Committee manages governance, independence, conflicts, and succession risks .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid quarterly; directors may elect stock in lieu of cash |
| Audit Committee member retainer | $12,500 | Chair does not also receive member fees |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Chair does not also receive member fees |
| Total cash fees (Lawlis) | $67,500 | Matches role-based retainer structure |
Performance Compensation
| Award Detail (2024) | Grant Date | Shares | Grant Date Fair Value |
|---|---|---|---|
| Annual stock option grant | 5/9/2024 | 180,000 | $519,156 |
| Total option awards (reported in director comp table) | 2024 | — | $519,156 |
| Options outstanding (12/31/2024) | — | 871,000 | — |
- Vesting: Annual director options vest in full on the earlier of the next annual meeting or the first anniversary of grant, subject to continued service; initial director grants (270,000 shares) vest annually over three years .
- Exercise price & term: Options are granted at fair market value on grant date; 10-year term unless terminated earlier .
- Post-termination exercise: Options remain exercisable until the earlier of original expiration or 36 months following termination of service as non-employee director .
- Change-in-control: Initial/annual director options accelerate vesting in full upon a Change in Control as defined in the plan; disability/death triggers additional vesting (36 months forward vest) .
- Compensation limit: Subject to stockholder approval of the Amended 2018 Plan, non-employee director total annual compensation capped at $750,000 ($1,000,000 for first-year directors), measured by grant-date fair value for equity .
- Repricing: No option/SAR repricing or cash-for-underwater exchanges without stockholder approval within 12 months .
No performance metrics (e.g., revenue, EBITDA, TSR) are tied to director equity awards; director options are time-based per policy .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee interlocks | Company discloses no interlocks involving current Compensation Committee members; none are current/former officers of Geron . |
| Shared directorships/conflicts | Nominating & Corporate Governance Committee monitors director independence and conflicts; no related party transactions >$120,000 since Jan 1, 2024 . |
Expertise & Qualifications
- Manufacturing and development expertise in biotechnology and pharmaceuticals; CEO experience across multiple firms; clinical/regulatory oversight .
- Education: B.A. microbiology (UT Austin); Ph.D. biochemistry (Washington State University) .
- Board’s rationale: Experience in manufacturing, R&D, clinical trials, and regulatory process qualifies him for Geron’s Board .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Total | Composition |
|---|---|---|---|
| V. Bryan Lawlis, Ph.D. | 761,000 | * (<1%) | Options exercisable within 60 days of March 1, 2025 |
| Options outstanding (as of 12/31/2024) | 871,000 | — | Total options held; not all necessarily currently exercisable |
- Hedging/pledging: Insider trading policy prohibits short sales, derivatives, hedging/monetization, margin purchases, and pledging company stock; trades require preclearance and insiders generally utilize Rule 10b5‑1 plans .
Governance Assessment
- Strengths: Independent status; active committee service (Audit; NG Chair in 2025); documented director education; robust anti‑hedging/pledging policy; no related‑party transactions; clear option repricing prohibitions; strong say‑on‑pay support in 2024 (96.1%), indicating shareholder confidence in compensation governance .
- Compensation alignment: Director pay predominantly in at‑risk equity (time‑based options), with modest cash retainers tied to committee roles; annual equity consistent with market benchmarking by independent consultant (Aon) .
- Watch items: Single‑trigger full acceleration of director options upon change‑in‑control can be perceived as anti‑takeover; monitor future use/magnitude of director equity within the $750k cap once the Amended 2018 Plan is approved .
- Attendance/engagement: Met Board/committee attendance thresholds; NG Committee met three times in 2024; Board held eight meetings—indicative of active oversight during commercialization transition .
RED FLAGS
- None identified: No hedging/pledging, no related‑party transactions >$120k, no option repricing without stockholder approval, and no disclosed attendance issues .