George Samuel
Lineage Cell TherapeuticsAbout George Samuel
George A. Samuel III (age 44) is General Counsel and Corporate Secretary of Lineage Cell Therapeutics (LCTX), serving as an executive officer since September 1, 2021. He holds a J.D. from Columbia Law School and a B.A. in Philosophy from Tufts University; he is admitted to the State Bars of California and New York . He is the company’s authorized signatory on current reports (e.g., Form 8-K) . Company performance over his tenure shows total shareholder return (value of $100 initial investment) of $66.48 (2022), $61.93 (2023), and $28.41 (2024), with revenues of $8.945 million (2023) and $9.499 million (2024), operating loss improving from $(24.733) million (2023) to $(21.478) million (2024), and net loss improving from $(21.486) million (2023) to $(18.609) million (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lytx, Inc. | Director, Senior Counsel | Jan 2020 – Aug 2021 | Managed commercial legal operations for an international video telematics SaaS company . |
| Cardiff Oncology, Inc. (formerly Trovagene, Inc.) | VP, General Counsel & Corporate Secretary | Not disclosed | Advised on strategy, BD, operations; oversaw capital raising, SEC compliance/reporting, and IP/licensing . |
| Cooley LLP; DLA Piper LLP; Winston & Strawn LLP | Corporate attorney | Not disclosed | Outside counsel to public/private companies across commercial transactions . |
External Roles
None disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $381,908 | $431,200 |
| Target Bonus (%) | 40% | 40% |
| Actual Annual Bonus ($) | $156,100 | $151,000 |
| Other Compensation ($) | $16,500 (401(k) match) | $17,250 (401(k) match) |
Performance Compensation
- Annual performance bonuses are governed by Lineage’s Executive Performance Incentive Bonus Plan. For 2024, company-level goals yielded 87.5% overall achievement; Samuel’s payout reflects that factor applied to his 40% of salary target bonus .
| Metric | Weight | Target | Actual | Payout Factor | Vesting/Timing |
|---|---|---|---|---|---|
| OpRegen Program Progress | 30% | Program milestones | 100% | 30.0% | Annual cash bonus paid 2025 . |
| OPC1 Program Progress | 10% | Program milestones | 75% | 7.5% | Annual cash bonus paid 2025 . |
| Preclinical Program Progress | 10% | Program milestones | 100% | 10.0% | Annual cash bonus paid 2025 . |
| Capital Raising & Budget | 40% | Financing/budget targets | 88% | 35.0% | Annual cash bonus paid 2025 . |
| Shareholder Value | 10% | Engagement/TSR proxies | 50% | 5.0% | Annual cash bonus paid 2025 . |
| Total | 100% | — | — | 87.5% | Annual payout approved Mar 2025 . |
Equity Awards Detail (Options, RSUs)
| Award Type | Grant Date | Shares/Units | Strike/Value | Vesting Schedule | Status as of Dec 31, 2024 |
|---|---|---|---|---|---|
| Stock Options | 9/1/2021 | 695,000 (564,687 ex.; 130,313 unex.) | $2.55 | 25% at 1-year; remainder monthly over 36 months | Ex./Unex. split as shown . |
| Stock Options | 3/10/2022 | 650,000 (446,875 ex.; 203,125 unex.) | $1.40 | 25% at 1-year; remainder monthly over 36 months | Ex./Unex. split as shown . |
| Stock Options | 3/09/2023 | 650,000 (284,375 ex.; 365,625 unex.) | $1.46 | 25% at 1-year; remainder monthly over 36 months | Ex./Unex. split as shown . |
| Stock Options | 3/07/2024 | 650,000 (all unex.) | $1.13; grant date FV $514,150 | 25% on 3/7/2025; remainder monthly over 36 months | Unexercisable at FY-end . |
| RSUs (milestone/time-based) | 2/11/2022 | 36,457 unvested | Market value $6,978 | 50% in 4 annual installments from 2/11/2023; 50% on development milestones | Unvested units outstanding . |
Notably, the 3/7/2024 options create a near-term vesting event (25% cliff on 3/7/2025) followed by monthly vesting through 2028, a potential source of incremental selling pressure if the executive elects to exercise/sell upon vesting .
Equity Ownership & Alignment
| Ownership Category | Shares |
|---|---|
| Directly owned common shares | 25,820 |
| Options exercisable or becoming exercisable within 60 days | 1,748,437 |
| Total beneficial ownership | 1,774,257 (<1% of outstanding) |
| Shares pledged as collateral | None disclosed; pledging prohibited by policy . |
- Hedging and short‑sales are prohibited; insiders may not hold Lineage shares in margin accounts or pledge them as loan collateral, reducing misalignment risk from hedging/pledging .
- Director stock ownership guidelines (10,000 shares within 3 years) exist, but no executive ownership guideline is disclosed; all directors met/exceeded the guideline as of April 18, 2025 .
Employment Terms
| Provision | Samuel (General Counsel & Corporate Secretary) |
|---|---|
| Employment start date and at‑will status | Joined 9/1/2021; employment is at‑will . |
| Base salary (2024) | $431,200 . |
| Target bonus (2024) | 40% of salary . |
| Severance (no cause / good reason) | 9 months base salary; pro rata portion of current‑year target bonus; 9 months COBRA premiums, subject to release . |
| Change‑of‑control (CoC) window | Termination within 3 months before or 1 year after CoC . |
| CoC cash severance | 12 months base salary; 100% of target bonus; lump sum; 12 months COBRA . |
| Equity vesting on CoC | Accelerated vesting of all unexpired, unvested equity awards, except any award with performance‑based vesting conditions unless such conditions are satisfied; acceleration on later of CoC or termination . |
| Clawback | Dodd‑Frank/NYSE‑compliant clawback policy adopted; awards subject to recoupment . |
| Non‑compete / non‑solicit / garden leave | Not disclosed in the proxy –. |
Compensation Structure Analysis
- Year-over-year mix: Salary increased (~$382k → $431k), while option grant fair value decreased ($656k → $514k); cash bonus modestly decreased ($156k → ~$151k), indicating a slightly higher fixed cash component and lower equity grant value in 2024 versus 2023 .
- Equity instrument choice: Predominantly stock options with standard 4‑year vesting; Samuel also holds milestone/time‑based RSUs granted 2/11/2022, linking pay to development milestones and time‑based vesting .
- Pay-for-performance: Bonus determination anchored to five weighted corporate goals with an 87.5% payout factor for 2024; CFO/GC targets set at 40% of salary, suggesting consistent alignment of variable pay with program progress and capital discipline .
Performance & Track Record
- 2024 operational achievements underpinning incentive payouts: Support of OpRegen collaboration with Roche/Genentech, DOSED study initiation for OPC1, preclinical advancements, $44 million gross proceeds across two financings, and ongoing investor engagement—collectively driving an 87.5% goal achievement outcome .
- Financial profile: Revenues rose to $9.499 million (2024) from $8.945 million (2023); operating loss improved to $(21.478) million (2024) from $(24.733) million (2023); net loss improved to $(18.609) million (2024) from $(21.486) million (2023) .
- TSR context: Company TSR declined in 2024 (value of $100 → $28.41), following $61.93 in 2023 and $66.48 in 2022, highlighting volatility typical of pre-commercial biotech and potential pressure on option award realizable value .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval was ~96% at the 2024 annual meeting for 2023 NEO compensation, signaling shareholder support for the executive pay program .
Compensation Peer Group (Benchmarking)
- Peer group used for 2024 compensation decisions includes Phase 2/pre‑commercial biotech companies (market caps $150–$750 million) such as 4D Molecular Therapeutics, Century Therapeutics, Fate Therapeutics, Geron, REGENXBIO, Sana Biotechnology, among others; Anderson Pay Advisors served as independent consultant without conflicts .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no pledged shares disclosed .
- Clawback policy in place and compliant .
- Change‑of‑control economics feature double‑trigger protection (termination within CoC window required) and broad equity acceleration (excluding unsatisfied performance conditions), which may create retention/turnover incentives around strategic transactions .
- No related‑party transactions tied to Samuel disclosed in the proxy sections reviewed .
Investment Implications
- Alignment: Samuel’s substantial in-the-money and near‑term vesting options (notably the 3/7/2024 grant) and milestone‑based RSUs align incentives with program execution and share price appreciation, while prohibitions on hedging/pledging strengthen alignment with shareholders .
- Retention risk and selling pressure: The 25% cliff vest on 3/7/2025 for the 2024 option grant and ongoing monthly vesting through 2028 introduce potential incremental selling pressure typical for option-heavy packages; severance and CoC terms reduce exit risk but may incentivize departure if a transaction occurs .
- Pay-for-performance rigor: Bonus outcomes tied to weighted R&D/capital milestones and high say‑on‑pay support suggest credible governance; however, TSR deterioration in 2024 limits realized equity value and could temper near-term liquidity from exercises absent a share price recovery .
- Execution focus: Legal/SEC/IP background and prior corporate counsel roles support risk management and financing execution, evidenced by 2024 capital raises supporting operations into Q1 2027, which is favorable for program continuity and value creation potential .