Neal Bradsher
Lineage Cell TherapeuticsAbout Neal C. Bradsher
Neal C. Bradsher, CFA, age 59, has served on the Lineage Cell Therapeutics (LCTX) board since July 2009. He is President of Broadwood Capital, Inc. (since 2002), holds a B.A. in economics from Yale College, and is a Chartered Financial Analyst .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadwood Capital, Inc. | President | 2002–present | General partner of Broadwood Partners, L.P.; major investor in healthcare; largest shareholder of LCTX |
| Questcor Pharmaceuticals, Inc. | Director | 2004–2014 | Governance and investor engagement during growth period |
| Lineage Cell Therapeutics, Inc. | Independent Director | 2009–present | Committee leadership and capital strategy oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Questcor Pharmaceuticals, Inc. | Director | 2004–2014 | Prior public company board service |
Board Governance
- Independence: Board determined Bradsher qualifies as “independent” under NYSE American despite his relationship with Broadwood Capital, Inc., LCTX’s largest shareholder (>20%) .
- Committee assignments (as of April 18, 2025): Chair, Nominating & Corporate Governance Committee; Member, Financial Strategy Committee .
- Board/committee activity: Board met 7 times in 2024; none of the directors attended fewer than 75% of meetings. Financial Strategy Committee met 8 times; Compensation Committee met 5 times; Nominating & Corporate Governance met 6 times; Audit Committee met 8 times .
- Annual meeting attendance: Seven of eight directors attended the prior annual meeting .
- Stock ownership guidelines: Directors must hold at least 10,000 shares within 3 years; as of April 18, 2025 all directors met/exceeded guidelines .
- Hedging/pledging: Insider trading policy prohibits short sales, hedging, margin accounts, and pledging of company stock .
Fixed Compensation
| Metric (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 72,500 |
| Option Award (grant-date fair value) | 71,558 |
| Total | 144,058 |
- Annual non-employee director cash fees: $50,000 director retainer; committee chair/member fees (Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $15,000; Nominating Member $7,500; Financial Strategy Chair $15,000; Financial Strategy Member $7,500); Chair of Board $90,000 post July 1, 2024 .
- Compensation cap: Aggregate cash + equity compensation to any non-employee director is capped at $1,000,000 per fiscal year (grant-date fair value basis) .
Performance Compensation
| Equity Component | Terms |
|---|---|
| Annual stock option grant (2024) | 75,000 options; options vest one year after grant, subject to service; granted under 2021 Plan |
| Options outstanding (as of 12/31/2024) | 305,000 options outstanding (aggregate) |
- Equity award structure: Non-employee director options have exercise price ≥ closing price on grant date; no repricing without shareholder approval; minimum vesting generally ≥12 months (director grants vest by next annual meeting) .
Other Directorships & Interlocks
| Relationship | Detail | Governance Consideration |
|---|---|---|
| Largest shareholder representation | Broadwood Partners, L.P. beneficially owns 21.8% of LCTX; Bradsher is President of Broadwood Capital, Inc., the general partner of Broadwood Partners . | Board assessed independence considering Broadwood relationship; Audit Committee reviews transactions with 5% shareholders . |
| STAAR Surgical (STAA) interlock | Deborah Andrews (LCTX director; Audit Chair) appointed interim CFO of STAA in March 2025; Broadwood Capital, Inc. owns ~22% of STAA . | Board considered this when assessing independence . |
Expertise & Qualifications
- Finance/investment: President of Broadwood Capital; extensive governance and investor engagement experience across healthcare sectors .
- Education/credentials: B.A. in economics (Yale); CFA charterholder .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Neal C. Bradsher (incl. Broadwood) | 49,878,620 | 21.8% | Includes: Broadwood Partners 49,648,620; Bradsher direct 87,628; 230,000 options exercisable within 60 days; Bradsher disclaims beneficial ownership of Broadwood shares except to extent of pecuniary interest . |
- Share count basis: 228,356,290 common shares outstanding on April 28, 2025 record date .
- Ownership guideline compliance: Directors met/exceeded ownership guideline as of April 18, 2025 .
Insider-Related Financing Participation
| Date | Security | Participant | Quantity/Price | Key Terms |
|---|---|---|---|---|
| Feb 8, 2024 | Registered direct common shares | Broadwood Partners, L.P. | 6,730,770 shares at $1.04 per share | Cash purchase; part of 13,461,540 total shares offering |
| Jan 2025 (post shareholder approval) | Common shares + warrant | Broadwood Partners, L.P. | 7,894,737 shares; accompanying warrant for up to 7,894,737 shares; exercise price $0.91; exercisable from May 21, 2025; expires earlier of May 21, 2028 or a transaction-triggered 90-day window with conditions | Special meeting held to approve issuance under NYSE American rules (Section 711/713) due to director-affiliated investor and >20% issuance at below minimum price |
RED FLAG: Warrant terms include provisions that could deter third-party acquisitions (fundamental transaction protections, Black-Scholes cash-out right), increasing potential takeover defenses associated with insider-affiliated financing .
Governance Assessment
- Alignment: Very strong “skin-in-the-game” via 21.8% beneficial ownership; director ownership guidelines met/exceeded; hedging and pledging prohibited, supporting alignment .
- Independence and conflicts: Board deems Bradsher independent under NYSE American, but his role as President of Broadwood (largest shareholder) plus Broadwood’s repeated participation in capital raises requires ongoing scrutiny; Audit Committee tasked to review transactions with 5% shareholders to mitigate conflicts .
- Committee effectiveness: As Chair of Nominating & Corporate Governance, Bradsher influences board composition and governance policies; as Member of Financial Strategy Committee, he participates in capital planning, which intersects with Broadwood’s financing activity—ensure robust recusals/disclosure on related matters .
- Director pay: Balanced cash/equity mix for 2024 (cash $72,500; option $71,558; total $144,058), within plan and policy limits; annual option vesting after one year reduces short-termism .
- Shareholder sentiment: Say-on-pay support was high (~96% FOR in 2024), indicating general investor confidence in compensation governance framework .
Board Governance (Detailed Committee Table)
| Committee | Role | Notes |
|---|---|---|
| Nominating & Corporate Governance | Chair | Oversees director nominations, governance practices; met 6 times in 2024 |
| Financial Strategy | Member | Discusses investor relations and capital strategy; met 8 times in 2024 |
| Audit | — | Audit Committee reviews transactions with 5% shareholders |
| Compensation | — | Compensation governance and plan administration |
Director Compensation Structure
| Component | Policy/Amount |
|---|---|
| Cash retainer | $50,000 director; Chair of Board $90,000 (post July 1, 2024) |
| Committee fees | Audit Chair $20,000; Audit Member $10,000; Comp Chair $15,000; Comp Member $7,500; Nominating Chair $15,000; Nominating Member $7,500; Financial Strategy Chair $15,000; Financial Strategy Member $7,500 |
| Equity | Annual stock option grant (75,000 in 2024); vests after one year; exercise price at least closing price on grant date |
| Compensation cap | $1,000,000 per non-employee director per fiscal year (cash + equity, grant-date fair value) |
Equity Ownership & Alignment
- Beneficial ownership: 49,878,620 shares (21.8%) including 230,000 options exercisable within 60 days; Bradsher disclaims beneficial ownership of Broadwood-held shares except pecuniary interest .
- Ownership guidelines: Met/exceeded across the board as of April 18, 2025 .
- No hedging/pledging: Policy prohibits hedging/margin/pledging by insiders .
Potential Conflicts and Related-Party Exposure
- Financing interlocks: Broadwood’s significant participation in 2024 and 2025 financings (registered directs and warrants) creates ongoing related-party considerations; Board sought shareholder approval (NYSE American Section 711/713) for Broadwood’s November 2024 SPA issuance; Audit Committee oversight applies to 5% shareholder transactions .
- Network exposure: Broadwood’s large stake in STAAR Surgical while LCTX director Deborah Andrews serves as interim CFO could raise perceived influence concerns; Board considered this in independence determinations .
RED FLAG: Acquisition-deterrent warrant features tied to Broadwood issuance may be viewed as entrenching, potentially impacting investor confidence and M&A optionality .
RED FLAG: Dual role as largest shareholder representative (via Broadwood) and Financial Strategy Committee member necessitates strong recusals and transparent approval processes on capital raises .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~96% FOR for 2023 executive compensation; Compensation Committee maintained program structure for 2024 .
Clawback and Compensation Governance
- Company-wide clawback policy compliant with NYSE American/Dodd-Frank; equity awards under the 2021 Plan subject to recoupment provisions .
Summary Implications for Investors
- Alignment is strong given substantial beneficial ownership and prohibition on hedging/pledging. However, insider-affiliated financing structures and takeover-deterrent warrant terms represent governance risks requiring vigilant oversight by independent committees and clear recusals in Financial Strategy deliberations .