Brian Culley

About Brian Culley

Brian M. Culley, 53, has served as Chief Executive Officer and a director of Lineage Cell Therapeutics since September 2018; he also served twice as Interim CFO (Jan–Jun 2021 and Jul–Nov 2022). He holds a B.S. in Biology (Boston College), an M.S. in Biochemistry & Molecular Biology (UC Santa Barbara), and an MBA (Cornell Johnson) . Under his leadership, Lineage advanced its OpRegen program with Roche/Genentech and achieved OPC1 IND clearance; however, 2023 revenue declined to $8.9M with a $21.5M net loss, and the company’s TSR value for an initial $100 investment fell to $28.41 as of 12/31/2024 .

Context: 2023 operating progress included continued execution under the Roche/Genentech OpRegen collaboration and FDA clearance of an OPC1 IND amendment enabling the DOSED clinical study, alongside $14M financing (Feb 2024) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Additional equity-linked incentives and vesting:

• Options generally vest 25% at 1-year, then monthly over 36 months, subject to service (note 1).
• 2024 grant: 1,900,000 options to Culley at $1.13 exercise, granted 3/7/2024, 10-year term; Item 402(x) table indicates 15% post-filing price change context .
• 2022 RSUs included milestone- and market-based components; price-based tranches scheduled for 2023–2025 were forfeited when share-price hurdles were not met .

Equity Ownership & Alignment

Vesting/overhang and selling pressure indicators:

• Company-wide options outstanding: 33,284,775 with $1.60 weighted-average exercise and 7.44 years remaining; common shares closed at $0.41 on 4/18/2025. Many options (including portions of executive options) appear out-of-the-money at that date, moderating near-term exercise-driven selling pressure .
• Insider trading policy prohibits short sales, hedging, margin accounts, and pledging of company stock, enhancing alignment and limiting hedging/pledging risks .
• Director stock ownership guideline: hold ≥10,000 shares within 3 years; all directors met/exceeded as of 4/18/2025. Culley, as a director, is included in guideline compliance .

Employment Terms

Additional governance provisions:

• Company has an NYSE American-compliant clawback policy for erroneously awarded compensation .
• Insider trading policy prohibits hedging and pledging; enhances alignment .

Board Governance & Roles

• Culley is an inside director (not independent) and serves as Chair of the Financial Strategy Committee; he does not receive director fees for this service. The Board Chair role is separate and held by an independent director (enhancing oversight) .
• Committee composition (as of 4/18/2025) includes Culley as Chair of the Financial Strategy Committee; Audit and Compensation Committees are fully independent .
• Meeting cadence/attendance: in 2024, the Board met 7 times and no director attended fewer than 75% of Board/committee meetings; non-employee directors meet at least quarterly in executive session .

Director & Executive Compensation Context

• 2024 Say-on-Pay support: ~96% of votes cast supported NEO compensation; the Compensation Committee took this as affirmation of the program design .
• Consultant and peers: Anderson Pay Advisors serves as independent consultant; peer group consists of small-/mid-cap, pre-commercial biotechs with Phase 2 lead programs; Committee targets competitive market percentiles to support hiring/retention .

Compensation Structure Analysis

• Equity mix and performance risk: Culley’s 2024 equity compensation consisted of options (grant-date fair value $1.50M) which have value only above exercise price, preserving performance leverage; the company used performance- and milestone-linked RSUs in 2022, but market-price RSU tranches for 2023–2025 were forfeited, indicating rigorous share-price hurdles and/or market underperformance .
• Cash vs. at-risk pay: 2024 bonus paid at 87.5% of target based on program execution and capital/budget goals; “Shareholder Value” metric paid at 50% in 2024, moderating cash payouts relative to target .
• Option economics and potential supply: With a company-wide weighted-average option exercise price ($1.60) well above the April 2025 share price ($0.41), many options are currently out-of-the-money, limiting near-term exercise-related selling pressure and aligning future upside with shareholder gains .

Say‑on‑Pay & Shareholder Feedback

Equity Plan & Overhang (Shareholder Dilution Awareness)

Investment Implications

• Pay-for-performance linkages remain meaningful. Option-heavy equity and milestone/market-linked RSUs (some forfeited) indicate significant performance risk in Culley’s equity compensation; cash bonuses flexed down with TSR underperformance factors (2024 “Shareholder Value” paid at 50%), helping maintain alignment with outcomes .
• Retention and transition risk appears moderate. Employment protections include 12 months’ salary and 100% of target bonus on a non‑CIC termination and 18 months’ salary plus 150% of target bonus and time‑based equity acceleration on a CIC termination, offering stability through potential strategic events .
• Insider selling pressure is likely constrained near term. With many options apparently underwater at April 2025 pricing (WAEP $1.60 vs price $0.41), exercise-driven supply should be limited unless the stock recovers materially, reducing technical overhang from executive option exercises in the near term .
• Governance mitigants to dual roles. Culley is CEO and a director but not Chair; the Board maintains an independent Chair and independent Audit/Compensation Committees, with quarterly executive sessions, supporting oversight of management compensation and performance .
• Shareholder support remains strong. ~96% Say‑on‑Pay support in 2024 suggests investors have been comfortable with the program design and outcomes; continued TSR improvement would likely be needed to sustain this support if equity value realization lags .

Citations: All data and statements are sourced from LCTX’s 2025, 2024, and Dec 2024 proxy statements and 8‑K filings as cited inline.