Lisa Locklear
About Lisa Locklear
Lisa A. Locklear, age 64, is Chief Financial Officer and Treasurer of Longeveron Inc., serving since July 31, 2023. She holds a B.S. in plant science (UC Davis) and an M.B.A. (UC Irvine), is a licensed CPA (inactive), and previously held senior finance roles at Avanir Pharmaceuticals (SVP & CFO, 2018–2022), GSN Games, CoreLogic, Ingram Micro, The Walt Disney Company, and Price Waterhouse (PwC), with international assignments in Paris and London. She has been recognized by the Healthcare Businesswoman’s Association with the Luminary Award and serves on several philanthropic boards (see External Roles). Longeveron’s executive pay program ties bonus outcomes to measurable corporate objectives (e.g., total revenue and non-GAAP operating expense), with CFO bonus weighting of 80% company metrics and 20% individual metrics; Ms. Locklear’s 2024 annual bonus paid out at target under the executive incentive plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avanir Pharmaceuticals (Otsuka) | SVP & CFO | 2018–2022 | Enhanced financial and technology processes, systems, and talent during rapid growth . |
| GSN Games | Senior finance roles | Not disclosed | Senior finance leadership experience . |
| CoreLogic | Senior finance roles | Not disclosed | Senior finance leadership experience . |
| Ingram Micro | Senior finance roles | Not disclosed | Senior finance leadership experience . |
| The Walt Disney Company | Senior finance roles | Not disclosed | Senior finance leadership experience . |
| Price Waterhouse (PwC) | Accountant (CPA), international assignments | Not disclosed | Professional training; assignments in Paris and London . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gemological Institute of America | Chair, Board of Governors | Not disclosed | Current chair . |
| Pacific Marine Mammal Center | Board member | Not disclosed | Philanthropic board service . |
| Orange County United Way | Board member | Not disclosed | Philanthropic board service . |
| National Association of Corporate Directors | Member | Not disclosed | Governance network membership . |
| Healthcare Businesswoman’s Association | Luminary Award recipient | Not disclosed | Industry recognition . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Contracted Base Salary ($) | $420,000 (per letter agreement dated July 14, 2023) | $420,000 (contracted rate) |
| Salary Paid ($) | $161,539 | $430,923 |
| Target Bonus (% of Base) | 45% | 45% |
| Actual Annual Bonus Paid ($) | $75,000 | $189,000 (paid at target for 2024 performance) |
Notes:
- CFO bonus weighting: 80% company performance metrics; 20% individual performance .
- Company uses metrics such as total revenue and non-GAAP operating expense to tie pay to performance .
Performance Compensation
Incentive Structure & Outcomes (Cash Bonus)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company Performance (e.g., total revenue, non-GAAP operating expense) | 80% | 45% of base | Met (2024 metrics satisfied) | 100% of target (2024 = $189,000) | N/A (cash bonus) |
Equity Awards (RSUs, PSUs, Options)
| Award Type | Grant Date | Quantity | Fair Value at Grant | Vesting Schedule | Terms |
|---|---|---|---|---|---|
| Signing RSUs | 7/14/2023 | 4,000 RSUs | Not disclosed | Vested quarterly on 10/1/2023, 1/1/2024, 4/1/2024, 7/1/2024 | Signing bonus RSUs . |
| Annual PSUs (eligibility) | Ongoing | Up to 10,000 PSUs annually | Not disclosed | 80% tied to pre-established performance criteria; 20% tied to pre-established individual criteria | Eligibility per agreement . |
| RSUs (catch-up and ongoing) | 8/15/2024 | Unvested 120,520 shares as of 12/31/2024 | Market value $208,500 as of 12/31/2024 | Vest quarterly over various periods up to 3 years beginning 10/1/2024 | Market value based on $1.73 per share at 12/31/2024 . |
| Stock Options | 8/15/2024 | 16,250 options (1,355 exercisable; 14,895 unexercisable as of 12/31/2024) | $27,788 grant-date fair value | Vests quarterly over 3 years beginning 10/1/2024 | Strike $2.46; expires 8/15/2034 . |
Grant timing oversight and MNPI safeguards are documented (Committee oversight; legal counsel; no grants timed to MNPI releases) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 57,964 Class A shares; less than 1% of total common stock; none of the shares listed are pledged . |
| Ownership as % of Shares Outstanding | <1% (based on 13,525,301 Class A and 1,484,005 Class B shares outstanding as of 4/21/2025) . |
| Vested vs. Unvested | RSUs: 120,520 unvested as of 12/31/2024 ; Options: 1,355 exercisable, 14,895 unexercisable as of 12/31/2024 . |
| Options In-the-Money Value | Not disclosed (strike $2.46; valuation depends on current market price) . |
| Hedging/Pledging | Company policy prohibits hedging and margin/pledging without written approval; designated insiders subject to blackout and pre-clearance . |
| Ownership Guidelines | Not disclosed for executives . |
Employment Terms
| Term | Detail |
|---|---|
| Title, Start Date | CFO and EVP; joined July 31, 2023 . |
| Base Salary, Bonus | Base $420,000; annual bonus up to 45% of base (80% company; 20% individual) . |
| Severance | If terminated without Cause or resigns for Good Reason: earned but unpaid equity bonuses; prorated annual cash bonus at target; severance equal to 3 months of base salary per full year worked (minimum 6 months); COBRA premium reimbursement for same period; subject to release . |
| Change-in-Control | Equity awards may automatically become fully vested and freely transferable upon a “Change of Control” under the Plan . |
| Clawback | All awards subject to Company clawback policy, including Dodd-Frank-compliant provisions . |
| Non-Compete/Confidentiality | Confidentiality and Nondisclosure Agreement imposes confidentiality, non-competition, and non-disclosure obligations . |
| Cash-to-Equity Program | Executives/directors may elect up to 80% of cash compensation in RSUs or options; equity paid at 125%–200% of cash equivalent; all such RSUs fully vested and options fully exercisable at grant; options adjusted by Black-Scholes multiplier (annually) . |
Compensation Structure Analysis
- Year-over-year mix: For 2024, Ms. Locklear received $430,923 salary, $429,885 stock awards, $39,975 option awards, and $189,000 bonus, totaling $1,123,251, vs. $380,779 in 2023 (reflecting partial-year salary and initial equity) .
- Performance linkage: Bonus paid at target for 2024 with company-aligned metrics (total revenue, non-GAAP operating expense); 80/20 company/individual weighting supports pay-for-performance .
- Equity design: Quarterly vesting over three years for 8/15/2024 grants improves retention; automatic CoC vesting increases transaction alignment but can amplify parachute values .
- Program modification: Cash-to-Equity Program allows fully vested RSUs/options in lieu of cash at a premium, potentially increasing near-term float/selling capacity while conserving cash .
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy (mitigates misalignment risk) .
- Automatic vesting on Change in Control (common, but can lead to higher parachute payouts; subject to 280G/4999 tax considerations) .
- Fully vested equity under Cash-to-Equity Program may create near-term insider selling pressure; however, trading remains subject to insider trading policy, blackout/pre-clearance .
- Clawback policy explicitly in place (reduces recoupment risk for restatements/misconduct) .
Performance Compensation – Detailed Table
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company performance (e.g., total revenue; non-GAAP operating expense) | 80% | 45% of base | Achieved for 2024 | $189,000 (100% target) | N/A (cash) |
| Annual Cash Bonus (2024) | Individual performance | 20% | Included in 45% of base | Achieved for 2024 | Included in $189,000 | N/A |
| Stock Options (8/15/2024) | Service-based | N/A | 16,250 options | N/A | $27,788 fair value | Vests quarterly over 3 years from 10/1/2024; strike $2.46; expires 8/15/2034 |
| RSUs (8/15/2024) | Service-based | N/A | Unvested 120,520 (as of 12/31/2024) | N/A | $208,500 market value at 12/31/2024 | Vests quarterly up to 3 years from 10/1/2024 |
| Signing RSUs (7/14/2023) | Service-based | N/A | 4,000 RSUs | Vested in 4 tranches | Not disclosed | Vested on 10/1/2023, 1/1/2024, 4/1/2024, 7/1/2024 |
Equity Ownership – Breakdown
| Category | Amount | Notes |
|---|---|---|
| Class A Shares Beneficially Owned | 57,964 | <1% of total; none pledged . |
| Unvested RSUs (12/31/2024) | 120,520 | Market value $208,500 at $1.73/share . |
| Options Exercisable (12/31/2024) | 1,355 | Strike $2.46; expires 8/15/2034 . |
| Options Unexercisable (12/31/2024) | 14,895 | Vests quarterly over 3 years from 10/1/2024 . |
Employment Terms – Severance & CoC Economics
| Provision | Economics / Term |
|---|---|
| Severance (without Cause / Good Reason) | Accrued amounts; earned but unpaid equity bonuses; prorated annual cash bonus at target; 3 months base per full year (min 6 months); COBRA reimbursement for same period; subject to release . |
| Change-in-Control | Equity awards may automatically fully vest and become freely transferable under the Plan . |
| Clawback | Awards subject to clawback policy per Applicable Laws (Dodd-Frank) . |
| Insider Trading | Blackout and pre-clearance; hedging, margin accounts, and pledging prohibited absent written approval . |
| Cash-to-Equity Program | Up to 80% of cash compensation in RSUs/options; premium valuation 125%–200%; fully vested/exercisable at grant; Black-Scholes multiplier applied to options . |
Investment Implications
- Alignment: A meaningful mix of equity (RSUs/options) with multi-year vesting and strict hedging/pledging prohibitions aligns incentives; beneficial ownership exists but remains <1% of total, limiting direct voting influence .
- Retention and liquidity: Quarterly vesting and severance formula (minimum 6 months) support retention; however, fully vested equity under Cash-to-Equity elections may increase near-term insider selling capacity, warranting monitoring of Form 4 activity around quarterly grants .
- Transaction exposure: Automatic CoC vesting could elevate parachute values and dilute long-term alignment in sale scenarios; tax limits under 280G/4999 may apply .
- Pay-for-performance: Bonus outcomes tied to measurable corporate metrics (revenue; non-GAAP OpEx) paid at target in 2024 signal reasonable calibration; continued scrutiny of PSU goal-setting and any shifts in metric rigor is advisable .