Independent
Tenure on this board
11.7 yrs
7 nominees · 3 ballot items.
Proposal 1: Elect seven directors; Proposal 2: Ratify Baker Tilly US, LLP as independent auditors for fiscal 2026; Proposal 3: Advisory (non-binding) vote to approve executive compensation (“say-on-pay”).
To elect seven directors (Michael H. Mulroy, Dipti Amin, Deborah Andrews, Neal C. Bradsher, Brian M. Culley, Anula Jayasuriya, and Angus C. Russell) to hold office until the 2027 annual meeting.
To ratify the appointment of Baker Tilly US, LLP as Lineage’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to Lineage’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to validate its pay practices, which combine base salaries, performance-based cash bonuses tied to specific corporate and individual goals, and equity awards designed to align long-term executive incentives with shareholder value. The company emphasizes that the Performance-Based Incentive Plan, reviewed and administered by the Compensation Committee, uses weighted goals (including program progress, capital raising, budget management, and shareholder value) and that the 2025 overall achievement level was 125%, supporting the bonuses paid. Lineage frames its approach as market-informed — the Compensation Committee engaged an independent consultant and benchmarked against a peer group to set competitive pay levels to attract and retain talent in a clinical-stage biotech environment. The Board recommends a FOR vote, arguing that the program aligns management and shareholder interests, ties pay to measurable performance, and responded to prior shareholder feedback (historical say-on-pay support). The advisory nature of the vote means it does not bind the Board, but the Compensation Committee will consider the outcome when making future decisions. Potential investor concerns include the size and structure of equity grants and the interplay of realized pay (Compensation Actually Paid) with total shareholder return; management addresses these by highlighting long-term equity vesting, clawback policy, and disclosed pay-versus-performance metrics. Overall, the proposal is a routine annual corporate governance item but carries material signal value about shareholder support for current compensation policies and their effectiveness in aligning management incentives with long-term shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BROADWOOD CAPITAL INC | 19.88% | 49,560,992 | $78M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.34% | 8,318,685 | $13M |
| 3 | Defender Capital, LLC. | 2.70% | 6,729,599 | $11M |
| 4 | MILLENNIUM MANAGEMENT LLC | 2.23% | 5,561,374 | $9M |
| 5 | RAFFLES ASSOCIATES LP | 2.15% | 5,362,788 | $8M |
| 6 | FIFTH THIRD BANCORP | 1.85% | 4,600,000 | $7M |
| 7 | ARMISTICE CAPITAL, LLC | 1.28% | 3,182,799 | $5M |
| 8 | BlackRock, Inc. | 0.90% | 2,238,551 | $4M |
| 9 | MARSHALL WACE, LLP | 0.89% | 2,211,761 | $3M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 0.85% | 2,125,100 | $3M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.