Angus Russell
Lineage Cell TherapeuticsAbout Angus C. Russell
Angus C. Russell (age 69) has served on Lineage Cell Therapeutics’ board since December 2014. He is the former CEO (2008–2013) and CFO (1999–2008) of Shire plc and previously held senior finance roles over 19 years at ICI, Zeneca, and AstraZeneca (most recently VP, Corporate Finance). He is designated an “audit committee financial expert,” is deemed independent under NYSE American rules, and holds an honorary Doctor of Business Administration from Coventry University (U.K.).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shire plc | Chief Executive Officer | Jun 2008 – Apr 2013 | Led international specialty biopharma; later served as director (1999–2013) |
| Shire plc | Chief Financial Officer (and PAO, EVP Global Finance) | 1999 – 2008 | Senior finance leadership |
| ICI / Zeneca / AstraZeneca | Finance roles; most recently VP, Corporate Finance (AstraZeneca) | 19 years (prior to Shire) | Senior corporate finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Structure Therapeutics, Inc. | Director | Since Aug 2024 | Current public company directorship |
| Revance Therapeutics, Inc. | Chairman of the Board | Mar 2014 – Feb 2025 | Company acquired by Crown Laboratories in Feb 2025 |
| Mallinckrodt plc | Director | Aug 2014 – Jun 2022 | Prior public company board service |
| TherapeuticsMD, Inc. | Director | Mar 2015 – Dec 2022 | Prior public company board service |
| Shire plc | Director | Dec 1999 – Apr 2013 | Prior public company board service |
Board Governance
- Independence and roles: The board determined Mr. Russell is independent under NYSE American rules. He serves as Chair of the Compensation Committee and as a member of the Audit Committee. He is designated an “audit committee financial expert.”
- Committee composition (as of Apr 18, 2025):
- Audit: Member (Russell)
- Compensation: Chair (Russell)
- Attendance and engagement: In 2024, the board met 7 times; no director attended fewer than 75% of the board and committee meetings on which they served. Seven of eight directors attended the last annual meeting. Non‑employee directors meet in executive session at least quarterly. Audit Committee met 8 times; Compensation Committee met 5 times; Nominating & Corporate Governance Committee met 6 times; Financial Strategy Committee met 8 times.
- Board leadership: Chair and CEO roles are separated.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual board retainer (non‑Chair) | $50,000 | Paid quarterly; pro‑rated as applicable |
| Audit Committee member | $10,000 | Annual fee |
| Compensation Committee Chair | $15,000 | Annual fee |
| Director cash fee changes effective 7/1/2024 | See schedule | Chair of Board reduced to $90,000; Financial Strategy Chair reduced to $15,000; baseline director $50,000 unchanged |
| Angus C. Russell — 2024 Director Compensation | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $71,250 |
| Option Award (grant-date fair value) | $71,558 |
| Total | $142,808 |
Performance Compensation
| Equity Element | 2024 Annual Terms | Vesting | Valuation/Strike | Notes |
|---|---|---|---|---|
| Stock Option (annual director grant) | 75,000 options | Vest 1 year after grant (service-based) | Options priced at or above fair market value on grant date; director annual grants historically on July 1 | No performance metrics tied to director equity; time-based vesting only |
| Director comp cap | $1,000,000 per fiscal year | — | — | Aggregate cash + equity cap for any non‑employee director |
No performance metrics (e.g., revenue/TSR/ESG) are disclosed for director pay; equity is time-based.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Structure Therapeutics, Inc. (Director, since Aug 2024) |
| Recent prior boards | Revance Therapeutics (Chairman, 2014–2025), Mallinckrodt (2014–2022), TherapeuticsMD (2015–2022), Shire (1999–2013) |
| Interlocks/potential conflicts | None disclosed involving Mr. Russell. Independence affirmatively determined; independence considerations highlighted for other directors (e.g., Broadwood/Bradsher; Andrews/STAAR) were assessed by the board. |
Expertise & Qualifications
- Designated audit committee financial expert; former CEO and CFO of Shire; deep specialty pharma and finance expertise.
- Experience in information systems and security cited in his qualifications.
Equity Ownership
| Ownership Detail (as of Apr 18, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 317,500; <1% of outstanding |
| Directly held | 87,500 |
| Options exercisable within 60 days | 230,000 |
| Options outstanding (aggregate, 12/31/2024) | 305,000 |
| Stock ownership guideline | Directors must hold ≥10,000 shares within 3 years; all directors met/exceeded as of Apr 18, 2025 |
| Hedging/pledging | Company policy prohibits short‑sales, hedging, holding in margin, or pledging of company stock by insiders (incl. directors) |
Related-Party and Conflicts Review
- Company disclosed related-person transactions (Asterias litigation settlement; 2024–2025 financings with Broadwood and a director) but none identified as involving Mr. Russell.
- Audit Committee (of which Russell is a member) reviews and must approve transactions with executive officers, directors, and ≥5% shareholders.
Governance Assessment
- Signals supportive of investor confidence:
- Independent director; committee leadership (Compensation Chair) and Audit Committee membership with “financial expert” designation—strengthens pay oversight and financial reporting rigor.
- Strong engagement: no attendance shortfalls; frequent committee meetings; quarterly executive sessions of non‑employee directors.
- Aligned incentives and guardrails: annual time‑vested options; director comp capped at $1,000,000; clawback policy adopted; prohibitions on hedging/pledging; stock ownership guidelines met.
- Potential watch items:
- Multiple external board commitments are common for senior pharma executives; ensure ongoing capacity as Compensation Chair and Audit member given active committee calendars. No attendance concerns disclosed.
- Board independence was specifically evaluated regarding other directors’ links to the largest shareholder; no special independence caveats disclosed for Mr. Russell. Continued monitoring of related‑party transactions is prudent.
Overall, Mr. Russell’s finance and specialty pharma operating background, audit financial expert status, and committee leadership point to strong governance contribution and oversight credibility, with alignment mechanisms and trading restrictions that mitigate conflicts.