Than Powell
About Than Powell
Than Powell, age 47, is Interim Chief Executive Officer of Longeveron (LGVN), effective September 4, 2025, after serving as Chief Business Officer appointed June 26, 2025 (effective July 7, 2025) . He brings 25+ years of pharma/biotech leadership at GSK and Eli Lilly, led Corporate Development & Strategy at Surescripts through its sale to TPG, and founded Epulate; he holds a BA in Economics from DePauw University and an MBA from Stanford GSB . As Interim CEO, his compensation comprises a $500,000 base salary, target bonus opportunity of 60% of base (pro‑rated), and an equity grant of RSUs and stock options subject to vesting . Longeveron’s near‑term performance focus under his tenure centers on pivotal program milestones (ELPIS II fully enrolled in June 2025; top‑line data expected Q3 2026; potential HLHS BLA in 2027), rather than conventional revenue/EBITDA metrics for a clinical-stage company .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GSK | Leadership roles (corporate/pharma) | Not disclosed | Large-cap pharma operating experience |
| Eli Lilly | Leadership roles (corporate/pharma) | Not disclosed | Large-cap pharma operating experience |
| Surescripts | Head of Corporate Development & Strategy | Not disclosed | Led strategy culminating in acquisition by TPG |
| Epulate (venture-backed) | Founder & CEO | Not disclosed | Built health tech platform focused on transplant immunology |
| Longeveron | Chief Business Officer | Appointed 6/26/2025 (effective 7/7/2025) | Lead overall business strategy, AD partnering, and HLHS international strategy |
External Roles
- None disclosed in SEC filings or company releases to date .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary | $500,000 | Interim CEO compensation |
| Target Annual Bonus | 60% of base (pro‑rated) | Performance-based; interim term |
| Equity Vehicle(s) | RSUs and Stock Options | Grant subject to vesting (terms not disclosed) |
Performance Compensation
| Metric/Plan | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|
| Annual Cash Incentive (Company/Individual) | Not disclosed (company indicates use of objective metrics) | Not disclosed | Not disclosed | Longeveron’s Compensation Committee ties bonuses to measurable corporate/individual objectives; examples include total revenue and non‑GAAP operating expense at the program level for executives (role‑agnostic) . |
| Equity Incentives (RSUs/Options) | Not disclosed | Not disclosed | Not disclosed | Company-wide plan permits RSUs and options; Powell’s interim grant is “subject to vesting” (specific schedule not filed) –. |
Equity Ownership & Alignment
- Beneficial ownership: No Powell-specific ownership was reported in the 2025 proxy’s ownership table (as of April 21, 2025), which predates his appointment .
- Hedging/pledging: Company policy prohibits short sales, buying/selling publicly traded options, hedging transactions, margin accounts, pledged securities, and standing/limit orders (outside an approved Rule 10b5‑1 plan), absent written approval; designated insiders must pre‑clear trades and observe blackout periods .
- Plan mechanics: 2021 Incentive Award Plan supports ISOs/NQSOs, RSUs, SARs and other stock/cash awards; share recycling applies; standard 10‑year term on options; SARs/options struck at FMV –.
- Cash‑to‑Equity Program (alignment vs liquidity): Executives/directors may elect to receive up to 80% of cash compensation in RSUs or options, at a 125%–200% premium valuation; RSUs are fully vested at grant and options are fully exercisable at issuance (subject to insider‑trading and plan limits) .
- 10b5‑1 tax‑sell arrangements: Company plan documents contemplate sale-to-cover structures aligned with Rule 10b5‑1 compliance for RSU tax withholding .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Title | Interim Chief Executive Officer | |
| Effective Date | September 4, 2025 | |
| Selection Basis | No arrangements/understandings with other persons in connection with appointment | |
| Related Party Transactions | None disclosed for Powell under Item 404(a) | |
| Severance | Not disclosed in appointment 8‑K | |
| Change‑of‑Control (CoC) | Company’s 2021 Plan allows potential acceleration of vesting upon a Change of Control | |
| Clawback | Not disclosed in filings reviewed | — |
Performance & Track Record
- Program execution: ELPIS II (HLHS) fully enrolled (40 patients) in June 2025; top‑line readout anticipated Q3 2026; potential BLA in 2027 if efficacy is sufficient—key value catalysts Powell is steering as Interim CEO .
- Strategic positioning: Powell emphasized partnership strategy and pipeline advancement across three pivotal‑stage programs (HLHS, Pediatric DCM, Alzheimer’s) in company communications .
- Prior outcomes: Surescripts transaction to TPG cited as a notable corporate development achievement in his prior role .
- Stock/financial metrics during tenure: Not disclosed in filings; company remains clinical‑stage with milestone‑driven value inflections .
Risk Indicators & Red Flags
- Governance/process: Interim CEO structure introduces transition risk until a permanent CEO is named; Board announced a national CEO search .
- Liquidity/supply dynamics: Company Cash‑to‑Equity Program’s fully vested RSUs and immediately exercisable options may increase potential insider liquidity, though activity remains constrained by blackout windows and 10b5‑1 plans .
- Compliance: Hedging and pledging prohibitions reduce misalignment risk; pre‑clearance and blackout rules are in place .
- 8‑K governance flow: Director resignations (Baluch, Motwani) were disclosed with no disagreements; Powell signed as Interim CEO .
Compensation Structure Analysis
- Mix and risk: Interim package blends fixed cash (base) with at‑risk bonus and equity; lack of disclosed vesting schedules limits visibility into retention duration, but plan-level CoC acceleration may enhance change‑in‑control economics .
- Plan evolution and dilution guardrails: The share reserve under the 2021 Plan was expanded in 2025; as of April 21, 2025, 121,186 options and 649,940 unvested RSUs were outstanding, with 243,903 shares available for grant—context for equity grant capacity available to Powell and other executives .
- Pay philosophy and benchmarking: Compensation Committee uses measurable performance objectives and engaged Compensation Advisory Partners for benchmarking and program structure .
Investment Implications
- Near-term leadership change elevates execution risk, but Powell’s corporate development background and stated focus on partnerships may support non-dilutive funding paths and strategic optionality ahead of ELPIS II readout (Q3’26) and a potential HLHS BLA in 2027, which are the principal value drivers .
- Alignment and selling pressure: Equity-centric design and the Cash‑to‑Equity Program enhance alignment but create a pathway to earlier liquidity (fully vested RSUs/immediately exercisable options), moderated by blackout and 10b5‑1 controls; monitor Form 4 activity for Powell post‑grant to assess supply overhang (not yet disclosed in reviewed filings) .
- CoC optionality: Plan-level acceleration can be economically meaningful in strategic outcomes; specific interim CEO grant terms (size/vesting) remain undisclosed—an information gap for fully modeling retention and payout scenarios .
Sources: Interim CEO appointment and compensation terms; background and education . CBO appointment . Program milestones and timing . Insider trading policy and hedging/pledging prohibition . Equity plan/share availability –. Cash‑to‑Equity Program details . CoC vesting acceleration . Director resignations and 8‑K signatory .