Dipti Amin
Lineage Cell TherapeuticsAbout Dipti Amin
Dr. Dipti Amin, MBBS, FFPM, MRCGP, DCPSA, DCH, DRCOG, DGM, is an independent, non-employee director of Lineage Cell Therapeutics (LCTX) since April 2021; age 61 as of April 18, 2025. She is a physician-executive with deep experience in clinical pharmacology, drug development, compliance and ethics, including serving as SVP & Chief Compliance Officer at Quintiles (now IQVIA). Her education includes a medical degree from Guy’s and St. Thomas’s (University of London) and multiple UK professional qualifications. She currently also serves as a UK Medical Revalidation Appraiser for IQVIA and as a non-executive director of Ixico plc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quintiles Transnational Corporation | Various senior roles; most recently SVP & Chief Compliance Officer | Jun 1995 – Dec 2016 | Led global ethics and compliance; senior leadership across all phases of drug development |
| Cambridge Innovation Capital | Non-executive director | Nov 2017 – Mar 2020 | Governance and investment oversight |
| Maaya Associates Ltd. | Director | Aug 2017 – Dec 2021 | Strategic advisory/oversight |
| Buckinghamshire NHS Trust | Non-executive director | Jun 2015 – Jun 2023 | NHS governance and oversight |
| University of Hertfordshire | Non-executive director | Sep 2018 – Aug 2024 | University governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ixico plc | Non-executive director | Since Oct 2023 | UK-listed neuroimaging analytics company |
| IQVIA | UK Medical Revalidation Appraiser | Since 2012 | Ongoing medical governance role |
Board Governance
- Independence: The Board determined Dr. Amin is “independent” under NYSE American standards; Audit and Compensation Committee members meet heightened independence standards. Mr. Culley (CEO) is not independent.
- Committee assignments (as of Apr 18, 2025):
- Compensation Committee: Member
- Audit Committee: Not a member
- Nominating & Corporate Governance Committee: Not a member
- Financial Strategy Committee: Not a member
- Meeting cadence and attendance (FY2024): Board met 7 times; Compensation 5; Audit 8; Nominating & Corporate Governance 6; no director attended fewer than 75% of meetings of the Board and committees on which they served.
- Board leadership: Chair and CEO roles are separated, supporting oversight effectiveness.
- Stock ownership policy: Directors must hold ≥10,000 shares within 3 years of election; as of Apr 18, 2025 all directors were in compliance. Hedging, short sales, holding in margin accounts, and pledging are prohibited.
- Related-party controls: Audit Committee must review and approve transactions with executive officers, directors, and ≥5% shareholders; formal related person transaction policy in place. No related person transactions involving Dr. Amin were disclosed.
Committee Summary (2024)
| Committee | Role (Amin) | 2024 Meetings |
|---|---|---|
| Audit | — | 8 |
| Compensation | Member | 5 |
| Nominating & Corporate Governance | — | 6 |
| Financial Strategy | — | 8 |
Fixed Compensation
| Year | Cash Fees (Amin) | Notes |
|---|---|---|
| 2024 | $57,500 | Includes director retainer and committee member fees per policy |
Director cash fee schedule (current policy; effective changes noted):
| Role | Annual Cash Fee |
|---|---|
| Chair of the Board | $90,000 (decreased from $100,000 effective Jul 1, 2024) |
| Director (other than Chair) | $50,000 |
| Audit Chair | $20,000 |
| Audit Member | $10,000 |
| Compensation Chair | $15,000 |
| Compensation Member | $7,500 |
| Nominating & Corp Gov Chair | $15,000 |
| Nominating & Corp Gov Member | $7,500 |
| Financial Strategy Chair | $15,000 (decreased from $60,000 effective Jul 1, 2024) |
| Financial Strategy Member | $7,500 |
Performance Compensation
| Year | Equity Type | Grant Size | Fair Value (Amin) | Vesting | Aggregate Options Outstanding (12/31/24) |
|---|---|---|---|---|---|
| 2024 | Stock options | 75,000 shares (annual NED grant) | $71,558 | Vests 1 year after grant date, subject to continued service | 315,000 options |
- Structure: Non-employee directors receive time-vested stock options; no performance-vested metrics (e.g., TSR/EBITDA) are disclosed for director pay.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Disclosure |
|---|---|---|---|
| Ixico plc | Public (UK) | Non-executive director | No interlocks/conflicts disclosed in proxy |
| IQVIA (Appraiser role) | Private employment role | UK Medical Revalidation Appraiser | Not a related party transaction; no conflicts disclosed |
Related-party context: The proxy discloses certain items largely tied to the prior Asterias litigation and the company’s largest shareholder Broadwood/Neal Bradsher; no transactions involving Dr. Amin were disclosed. Audit Committee oversight applies to any such matters.
Expertise & Qualifications
- Medical and regulatory credentials: MBBS; MRCGP; FFPM; DCPSA; DCH; DRCOG; DGM.
- Skills highlighted by the Board: Clinical pharmacology, ethics in clinical research, drug development, and compliance leadership across global organizations.
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Directly Held | Options Exercisable or Within 60 Days | Notes |
|---|---|---|---|---|---|
| Dipti Amin | 275,000 | <1% | 35,000 | 240,000 | Options outstanding as of 12/31/24: 315,000 (aggregate) |
- Ownership alignment: Director stock ownership guideline requires ≥10,000 shares within 3 years; all directors compliant as of Apr 18, 2025. Hedging, short sales, margin accounts, and pledging are prohibited under policy.
Governance Assessment
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Strengths
- Independence and committee service: Independent under NYSE American; member of the Compensation Committee, which met 5 times in 2024 and uses an independent consultant (Anderson) with no conflicts found.
- Attendance and engagement: Board met 7 times; all directors, including Dr. Amin, attended at least 75% of applicable meetings.
- Relevant expertise: Deep clinical development and compliance background; supports oversight of ethics, risk, and R&D.
- Pay structure and alignment: Modest cash retainer plus time-vested options; 2024 total $129,058 (cash $57,500; option FV $71,558). Equity and ownership guideline support alignment; hedging/pledging prohibited.
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Watch items / potential risks
- Shareholder influence context: Largest shareholder Broadwood (21.8%) has board representation (Neal Bradsher); while Dr. Amin is independent, concentrated ownership warrants continued focus on related-party oversight (handled by Audit Committee).
- No disclosed conflicts: Proxy reports no related person transactions involving Dr. Amin; maintain monitoring, especially given sector partnerships and investor relationships.
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Compensation committee framework: Committee composition is independent; uses an external advisor; oversight includes director and executive compensation and 2021 Equity Plan administration; non-employee director compensation capped at $1,000,000 per fiscal year.