Michael Mulroy
Lineage Cell TherapeuticsAbout Michael H. Mulroy
Michael H. Mulroy (age 59) has served on the Lineage Cell Therapeutics board since October 2014 and became independent Chairman of the Board in April 2024. He previously served as CEO and director of Asterias Biotherapeutics (acquired by Lineage in 2019), held senior executive roles at Questcor Pharmaceuticals (including CFO, General Counsel, and Corporate Secretary), and was a Senior Advisor at CamberView Partners (now part of PJT Partners). He holds a J.D. from UCLA and a B.A. in Economics from the University of Chicago; the board designates him an “audit committee financial expert” based on prior CFO and CEO experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asterias Biotherapeutics, Inc. | Chief Executive Officer; Director | Jun 2017 – Mar 2019 (acquired by Lineage) | Led public biotech through acquisition by Lineage . |
| Questcor Pharmaceuticals, Inc. | EVP Strategic Affairs; General Counsel & Corporate Secretary; previously CFO/GC/Corp Sec | 2011 – 2014 (pre-sale) | Senior management during period of rapid growth; finance, legal, IR leadership . |
| CamberView Partners, LLC (now PJT Partners) | Senior Advisor (investor engagement & governance) | Pre-2017 | Governance/investor engagement advisory . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magtrol Inc. (private) | Part-time executive; Director | Since Apr 2020 – present | Manufacturer of motor test equipment; board service ongoing . |
| AgeX Therapeutics, Inc. (public) | Director | Jan 2017 – Jul 2019 | Prior public company directorship in biotech/aging . |
Board Governance
- Independence: The board determined Mr. Mulroy is independent under NYSE American rules; the Chair role is separate from the CEO, reinforcing independent oversight .
- Committee assignments (as of Apr 18, 2025): Audit (Member), Compensation (Member), Financial Strategy (Member). He is designated an “audit committee financial expert” by the board .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 8 | Oversight of financial reporting and cybersecurity risk; Mulroy designated financial expert . |
| Compensation | Member | 5 | Oversees exec and director pay; independent consultant engaged, no conflicts found . |
| Nominating & Corporate Governance | — | 6 | Not a member . |
| Financial Strategy | Member | 8 | Meets on investor relations and financial strategy . |
- Attendance and engagement: In 2024 the Board met 7 times and no director attended fewer than 75% of Board and committee meetings; seven of eight directors attended the prior annual meeting .
Fixed Compensation
| Component | Amount/Policy | Detail/Timing |
|---|---|---|
| Chair of the Board annual cash retainer | $90,000 | Effective July 1, 2024; reduced from $100,000 previously . |
| Standard director annual cash retainer | $50,000 | For non-chair directors . |
| Committee fees (annual) | Audit Chair $20,000; Member $10,000; Compensation Chair $15,000; Member $7,500; Nominating Chair $15,000; Member $7,500; Financial Strategy Chair $15,000; Member $7,500 | Paid quarterly (Financial Strategy Chair monthly); CEO (Culley) as Financial Strategy Chair not paid . |
| 2024 cash fees actually paid to M. Mulroy | $107,679 | Disclosed total cash compensation for 2024 service as Chair and committee member . |
Performance Compensation
| Equity Element | Grant Size / Value | Vesting / Terms |
|---|---|---|
| Annual non-employee director stock option (2024 policy) | 75,000 shares | Vests 1 year from grant date, subject to service; options granted under 2021 Plan, exercise price = closing price on grant date . |
| 2024 option award (M. Mulroy) | Grant-date fair value $71,558 | Included in 2024 Director Compensation table; standard one-year vest for annual grant . |
No director performance metrics (e.g., TSR, EBITDA) apply to director equity; director equity is time-vesting per the non-employee director program .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock Notes |
|---|---|---|---|
| Magtrol Inc. | Private | Director; part-time executive | Industrial manufacturer; no disclosed related-party dealings with Lineage . |
| AgeX Therapeutics, Inc. | Public (past) | Director (2017–2019) | Historical; no current interlock; AgeX was related to legacy ecosystem around Asterias . |
Expertise & Qualifications
- Legal and finance: Former Questcor CFO and General Counsel; UCLA J.D.; University of Chicago Economics B.A. .
- Public company leadership: Former CEO, Asterias (public biotech); board-designated audit committee financial expert .
- Governance/investor engagement: Senior Advisor at CamberView (now PJT Partners) .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 528,555 shares; <1% of outstanding . |
| Direct shares held | 298,555 shares . |
| Options exercisable within 60 days | 230,000 shares . |
| Total stock options outstanding (12/31/24) | 305,000 shares (aggregate for Mulroy) . |
| Shares pledged | Prohibited by policy; company bans pledging and short/hedging transactions for insiders . |
| Stock ownership guideline | Directors must hold at least 10,000 shares within 3 years; all directors met/exceeded as of Apr 18, 2025 . |
Director Compensation Structure Notes
- Mix and trends: 2024 changes reduced Chair retainer from $100,000 to $90,000 and materially reduced Financial Strategy Chair fee from $60,000 to $15,000, signaling restraint on cash fees. Directors continue to receive annual stock options (not RSUs/PSUs), vesting after one year, which align with long-term equity appreciation rather than short-term metrics .
- Aggregate 2024 compensation (Mulroy): Cash $107,679; Option grant-date fair value $71,558; Total $179,237 .
Policies, Controls, and Shareholder Signals
- Clawback: SEC- and exchange-compliant clawback policy adopted; filed as exhibit to 2024 10-K .
- Hedging/Pledging: Insider trading policy prohibits short sales, hedging, holding on margin, and pledging company shares .
- Say-on-pay: 2024 say-on-pay (covering 2023 compensation) received ~96% support; Compensation Committee noted support and maintained program continuity .
- Related party transaction policy: Pre-approval and annual review by Audit Committee for transactions ≥$120,000 involving insiders/5% holders .
Related Party / Litigation Context (Potential Risk Indicators)
- Asterias Merger litigation (pre-2019 transaction): A putative class action (Ross v. Lineage Cell Therapeutics, Inc., et al.) named Lineage and several individuals including Mr. Mulroy (as a former Asterias director). The case settled in 2023 for $10.65M (≈$7.12M funded by insurers; ≈$3.53M paid by Lineage). The company and defendants denied wrongdoing; settlement did not admit liability. Separately, Lineage incurred ~$5,000 of defense costs for a board member (Bradsher) and Broadwood in related suits; no additional expenses incurred thereafter .
Governance Assessment
- Strengths: Independent Chair; independent status affirmed for Mulroy; designation as audit committee financial expert; strong committee engagement with no attendance shortfalls; robust insider policies (no hedging/pledging; ownership guidelines) and clawback adoption; high shareholder support on say-on-pay .
- Watch items: Historical Asterias litigation (settled, no admission of liability) is a governance/litigation overhang to monitor in diligence; also note concentration of responsibilities as independent Chair concurrently serving on Audit and Compensation—acceptable but warrants continued independence vigilance .
- Alignment: Mulroy holds both direct shares and vested options; ownership exceeds company’s director guideline; director equity is option-based and time-vested, aligning compensation to long-term price appreciation without short-term performance metrics .