Deborah Andrews
Lineage Cell TherapeuticsAbout Deborah Andrews
Deborah Andrews (age 67) has served on Lineage Cell Therapeutics’ board since April 2014. She holds a B.S. in accounting from California State University, San Bernardino, and is designated by the board as an “audit committee financial expert” based on extensive finance, accounting, auditing, and information systems experience, including senior financial executive roles at STAAR Surgical Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STAAR Surgical Company (STAA) | Interim Chief Financial Officer | Mar 2025–present | Senior finance leadership; public company reporting oversight |
| STAAR Surgical Company | Chief Financial Officer | Sep 2017–Jun 2020 | Led finance during period of growth |
| STAAR Surgical Company | Vice President, Chief Accounting Officer | 2013–2017 | Accounting policy and controls leadership |
| STAAR Surgical Company | Vice President, Chief Financial Officer | 2005–2013 | Corporate finance leadership |
| STAAR Surgical Company | Global Controller | 2001–2005 | Consolidation and reporting |
| STAAR Surgical Company | Vice President, International Finance | 1999–2001 | International finance oversight |
| Major public accounting firm | Senior Accountant | Prior to 1999 | Audit and accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| STAAR Surgical Company (NASDAQ: STAA) | Interim Chief Financial Officer | Mar 2025–present | Executive role; not disclosed as a director |
Board Governance
- Independence: The board determined Ms. Andrews is “independent” under NYSE American rules, explicitly considering her appointment as interim CFO of STAAR Surgical and Broadwood Capital, Inc.’s ownership (~22%) of STAAR Surgical and ~21.8% of LCTX; Audit and Compensation committee members meet additional independence standards .
- Committee assignments (as of Apr 18, 2025): Audit Committee Chair; Compensation Committee Member; not listed on Nominating & Corporate Governance; not listed on Financial Strategy .
- Audit Committee financial expert: Board determined Ms. Andrews meets SEC criteria .
- Attendance: In 2024 the board met 7 times; none of the directors attended fewer than 75% of board and applicable committee meetings; seven of eight directors attended the prior annual meeting .
- Executive sessions: Non-employee directors meet at least quarterly in executive session .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 8 |
| Compensation | Member | 5 |
| Nominating & Corporate Governance | — | 6 (committee activity level) |
| Financial Strategy | — | 8 (committee activity level) |
Fixed Compensation
| Year | Cash Fees (Total) | Cash Fee Components (Board/Committee) | Notes |
|---|---|---|---|
| 2024 | $77,500 | Director retainer $50,000; Audit Chair $20,000; Compensation member $7,500 | Fees paid quarterly; components reflect current schedule |
Performance Compensation
| Year | Equity Type | Shares/Units | Grant Value (ASC 718) | Vesting | Typical Grant Timing | Exercise Price Policy |
|---|---|---|---|---|---|---|
| 2024 | Stock Options | 75,000 (annual grant to each NED) | $71,558 (Andrews) | Options vest 1 year after grant (continued service) | Historically July 1 annually for non-employee directors | ≥ fair market value on grant date; no repricing without shareholder approval |
No director performance-linked metrics (e.g., revenue growth, TSR) are disclosed for non-employee director equity awards; director equity is time-based options under the 2021 Plan .
Other Directorships & Interlocks
| Entity | Role/Relationship | Interlock/Conflict Consideration |
|---|---|---|
| Broadwood Partners, L.P. / Broadwood Capital, Inc. | Largest LCTX shareholder (21.8%); Mr. Neal C. Bradsher (Broadwood President) is an LCTX director | Board considered Broadwood relationships in independence determinations |
| STAAR Surgical Company (STAA) | Andrews is Interim CFO; Broadwood Capital, Inc. owns ~22% and is largest shareholder of STAA | Board considered cross-holding in deeming Andrews independent |
Expertise & Qualifications
- Financial reporting, accounting, auditing, information systems and security; senior public-company finance leadership (CFO/CAO) .
- SEC “audit committee financial expert” designation .
- Education: B.S. in Accounting, California State University at San Bernardino .
Equity Ownership
| Holder | Direct Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Deborah Andrews | 15,578 | 230,000 | 245,578 | <1% (based on 228,356,290 shares) |
Additional context:
- Aggregate director option awards outstanding (not necessarily exercisable) for Ms. Andrews: 305,000 as of Dec 31, 2024 .
- Director stock ownership guidelines: minimum 10,000 shares within 3 years; as of Apr 18, 2025, all directors met or exceeded guidelines (Andrews’ 15,578 direct shares) .
- Hedging/pledging: Company policy prohibits short sales, hedging, margin accounts, and pledging by insiders (directors/officers/employees) .
Governance Assessment
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Strengths:
- Audit Committee Chair with SEC “financial expert” designation supports robust financial oversight and cybersecurity risk oversight; committee held 8 meetings in 2024 and authored a detailed audit report .
- High engagement: no director below 75% attendance; quarterly executive sessions enhance independent oversight .
- Director compensation structure is modest and aligned to service: cash retainer plus committee fees and standardized annual option grants; non-employee director compensation capped at $1,000,000 per fiscal year under the 2021 Plan .
- Alignment policies: stock ownership guidelines satisfied; prohibition on hedging/pledging; clawback policy compliant with NYSE American/Dodd-Frank (for executives) .
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Watch items / potential conflicts:
- Cross-shareholder linkage: Andrews is interim CFO at STAAR Surgical, where Broadwood Capital, Inc. is largest shareholder (~22%); Broadwood also is LCTX’s largest shareholder (21.8%). The board explicitly reviewed and still determined Andrews to be independent, but investors may monitor for related-party exposure given Broadwood’s influence across both companies .
- Related-person transactions: Audit Committee (chaired by Andrews) must review and approve any transactions with 5% shareholders; policy requires committee review of transactions ≥$120,000; continued vigilance is appropriate given Broadwood’s status .
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Compensation observations:
- 2024 cash fees for Andrews ($77,500) precisely reflect the fee schedule (director $50k + Audit Chair $20k + Compensation member $7.5k), indicating transparent, role-based cash comp .
- Director equity is options with one-year vesting; no director RSUs or performance-linked metrics disclosed, which limits direct pay-for-performance signals for directors but is in line with common small/mid-cap governance practices .
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Overall: Andrews’ audit expertise and committee leadership bolster board effectiveness; independence was re-affirmed despite STAAR/Broadwood linkages. Ownership and trading policies mitigate alignment risks; continue monitoring for any related-party transactions involving Broadwood and STAAR, given her external executive role and Broadwood’s positions .