Jill Howe
Lineage Cell TherapeuticsAbout Jill Howe
Chief Financial Officer of Lineage Cell Therapeutics (LCTX) since November 14, 2022; age 49; B.S. in Accountancy (San Diego State University). Tenure includes finance leadership over 2023–2025 with company-level Pay‑vs‑Performance showing TSR value of an initial $100 investment of $66.48 (2022), $61.93 (2023), and $28.41 (2024), alongside net losses of $26.3M (2022), $21.5M (2023), and $18.6M (2024) . 2024 corporate objectives achievement was 87.5%, driving annual bonus outcomes for executives, including Howe .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DTx Pharma, Inc. | Chief Financial Officer | Jun 2021 – Jul 2022 | Not disclosed |
| Gossamer Bio, Inc. | Vice President of Finance & Treasurer | Jan 2018 – Jun 2021 | Not disclosed |
| Amplyx Pharmaceuticals, Inc. | Controller & Director of Finance | Mar 2016 – Dec 2017 | Not disclosed |
| Receptos, Inc. | Controller & Director of Finance | Not disclosed | Not disclosed |
| Somaxon Pharmaceuticals, Inc. | Finance roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Codagenix Inc. | Director | Oct 2021 – present | Board service |
| Biora Therapeutics, Inc. (Nasdaq: BIOR) | Director; Chair, Audit Committee; Member, Nominating Committee | Nov 2021 – Mar 2025 | Committee leadership |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $415,000 | $431,600 |
| Option Awards ($, grant-date FV) | $151,455 | $514,150 |
| Non‑Equity Incentive Plan Compensation ($) | $155,900 | $151,100 |
| All Other Compensation ($) | $16,500 | $17,250 |
| Total ($) | $738,855 | $1,114,100 |
Additional sign‑on and baseline terms at appointment (10/28/2022): $415,000 annual salary; $50,000 one‑time sign‑on bonus; eligible for annual bonus targeted at 40% (pro‑rated for 2022) .
Performance Compensation
Annual Bonus Plan (2024 Corporate Goals)
| Goal | Weighting | Achievement Level | Weighting × Achievement |
|---|---|---|---|
| OpRegen® Program Progress | 30% | 100% | 30.0% |
| OPC1 Program Progress | 10% | 75% | 7.5% |
| Preclinical Program Progress | 10% | 100% | 10.0% |
| Capital Raising and Budget | 40% | 88% | 35.0% |
| Shareholder Value | 10% | 50% | 5.0% |
| Total | 100% | — | 87.5% |
2024 bonus calculation for Howe: Target bonus 40% of salary ; overall achievement 87.5% ; actual bonus paid $151,100 .
| Element | 2024 |
|---|---|
| Target bonus % of salary | 40% |
| Overall achievement | 87.5% |
| Actual bonus ($) | $151,100 |
Equity Awards and Vesting
| Grant Date | Type | Size | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| 11/14/2022 | Stock Option (new hire) | 1,000,000 | Closing price on start date | 25% at 1st anniversary; remainder in 36 equal monthly installments; service‑based | 11/14/2032 (row shows 2032 for this grant) |
| 03/07/2024 | Stock Option (annual) | 650,000 | $1.13 | 25% at 1 year; remainder in 36 monthly installments; service‑based | 03/07/2034 |
| 03/09/2023 | Stock Option | 150,000 total (65,625 exercisable; 84,375 unexercisable at 12/31/2024) | $1.46 | Standard 25%/36‑month monthly vest; service‑based | (Expiration not clearly presented in excerpt) |
Outstanding equity at 12/31/2024 (Howe):
- 11/14/2022 option: 520,833 exercisable; 479,167 unexercisable; $1.36; expires 11/14/2032 .
- 03/09/2023 option: 65,625 exercisable; 84,375 unexercisable; $1.46 .
- 03/07/2024 option: 650,000 unexercisable; $1.13; expires 03/07/2034 .
Item 402(x) timing disclosure for grants around material nonpublic information (2024):
| NEO | Grant Date | # Securities | Exercise Price | Grant‑Date FV | % Change in Closing Price |
|---|---|---|---|---|---|
| Jill A. Howe | 03/07/2024 | 650,000 | $1.13 | $514,150 | 15.0% |
Equity Ownership & Alignment
| Metric | Nov 29, 2024 | Apr 18, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 635,916 | 958,833 |
| Percent of shares outstanding | * (<1%) | * (<1%) |
| Components (direct + options exercisable within 60 days) | 25,500 direct; 610,416 options exercisable | 25,500 direct; 933,333 options exercisable |
| Shares outstanding reference | 220,416,326 | 228,356,290 |
Alignment policies and controls:
- Hedging/pledging: Insider Trading Policy prohibits short sales, hedging transactions, holding on margin, and pledging company securities .
- Clawback: Dodd‑Frank compliant compensation recovery policy adopted; filed as exhibit to 2024 Form 10‑K .
- Stock ownership guidelines: Directors required to hold at least 10,000 shares within 3 years; all directors in compliance as of April 18, 2025; no executive ownership guideline disclosed .
Program-level dilution context (equity overhang at 4/18/2025):
| Item | Value |
|---|---|
| Options outstanding (shares) | 33,284,775 |
| Weighted‑avg exercise price | $1.60 |
| Weighted‑avg remaining term | 7.44 years |
| Full value awards outstanding | 334,195 |
| Shares available under 2021 Plan | 15,468,280 |
| Shares outstanding | 228,356,290 |
| Per‑share closing price (NYSE American) | $0.41 (as of 4/18/2025) |
Employment Terms
| Scenario | Cash Payments | Health/COBRA | Equity |
|---|---|---|---|
| Termination for cause; resignation without good reason; death/disability | Accrued unpaid salary; accrued unused PTO | None | None |
| Termination by company without cause OR resignation with good reason | Installments equal to 9 months of base salary; pro‑rata portion of target bonus for year of termination; if prior year’s bonus unpaid solely due to timing, 100% of prior year target bonus | 100% of health insurance premiums under COBRA for 9 months (general table shows “specified months”) | No acceleration |
| Change‑of‑control termination (by company without cause OR resign with good reason within 3 months before or 1 year after) | Lump sum equal to 12 months of base salary; 100% of target bonus | 12 months COBRA premiums | Accelerated vesting of all unexpired, unvested equity awards except awards with unsatisfied performance conditions; acceleration occurs on later of CoC or termination |
Additional terms:
- Employment is at‑will; eligible benefits (retirement, insurance, equity plans); expense reimbursement and PTO per policy .
- Initial option grant to purchase 1,000,000 shares with standard 25% cliff and 36‑month monthly vesting thereafter; exercise price set at closing price on start date .
Investment Implications
- Pay‑for‑performance alignment: Howe’s 2024 bonus tied to a transparent corporate scorecard (87.5% achievement), with weighting concentrated on capital raising/budget (40%, achieved 88%), and OpRegen progress (30%, achieved 100%). Her actual 2024 bonus ($151,100) is consistent with a 40% target on salary and the overall achievement, indicating disciplined incentive governance .
- Retention and CoC economics: Baseline severance (9 months salary + pro‑rata bonus + COBRA) and double‑trigger CoC (12 months salary + 100% bonus + COBRA + time‑based equity acceleration) provide standard biotech market protection without excessive multiples; acceleration excludes unsatisfied performance awards, which mitigates windfall risk .
- Equity alignment and selling pressure: Howe’s ownership is predominantly via options exercisable within 60 days (933,333 as of 4/18/2025) with strikes at $1.13–$1.36, aligning upside to long‑term value creation; company policy prohibiting hedging/pledging further supports alignment. Program‑level overhang (33.3M options outstanding; $1.60 WAE) is notable, but repricing is prohibited without shareholder approval under the 2021 Plan .
- Governance and shareholder sentiment: 2024 say‑on‑pay received ~96% support; Compensation Committee independence and use of an external consultant (Anderson) suggest robust oversight. A Dodd‑Frank‑compliant clawback is in place, and equity grant timing is controlled via 10‑K filing date policy, reducing timing arbitrage risk .
- Execution context: 2024 achievements include $44M gross proceeds across two financings and continued advancement of OpRegen and OPC1, supporting the bonus outcome; company‑level TSR and net losses contextualize broader performance headwinds for equity returns during Howe’s tenure .