Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 15, 2021, Brandi L. Roberts notified Lineage Cell Therapeutics, Inc.
("Lineage") that she would be resigning as Chief Financial Officer of Lineage
effective January 20, 2021 to accept a leadership position at another company.
Ms. Roberts resignation was not the result of any disagreement with Lineage or
its Board of Directors or any matter relating to Lineage's operations, policies,
or practices.
Brian M. Culley, Lineage's Chief Executive Officer, will serve as Lineage's
interim Chief Financial Officer and principal financial officer, effective
January 20, 2021.
Mr. Culley joined Lineage as Chief Executive Officer in September 2018. Prior to
joining Lineage, Mr. Culley served from August 2017 to September 2018 as interim
Chief Executive Officer at Artemis Therapeutics, Inc. (ATMS). Mr. Culley
previously served as Chief Executive Officer of Mast Therapeutics, Inc. (MSTX),
from 2010, and was also a member of its board of directors from 2011, until
Mast's merger with Savara, Inc. (SVRA) in April 2017. Mr. Culley served from
2007 to 2010 as Mast's Chief Business Officer and Senior Vice President, from
2006 to 2007 as Mast's Senior Vice President, Business Development, and from
2004 to 2006 as Mast's Vice President, Business Development. From 2002 until
2004, Mr. Culley was Director of Business Development and Marketing for Immusol,
Inc. From 1999 until 2000, he worked at the University of California, San Diego
(UCSD) Department of Technology Transfer & Intellectual Property Services and
from 1996 to 1999 he conducted drug development research for Neurocrine
Biosciences, Inc. (NBIX). Mr. Culley has also served on the Board of Orphagen
Pharmaceuticals, Inc. since May 2017. Mr. Culley has more than 25 years of
business and scientific experience in the life sciences industry. He received a
B.S. in biology from Boston College, a masters in biochemistry and molecular
biology from the University of California, Santa Barbara, and an M.B.A. from The
Johnson School of Business at Cornell University.
Alexandra Hernandez, Lineage's Sr. Director of Finance and Controller, will
serve as Lineage's interim principal accounting officer, effective January 20,
2021.
Ms. Hernandez joined Lineage as Sr. Director of Finance and Controller in
September 2019. Prior to joining Lineage, Ms. Hernandez served as Director,
Accounting and Assistant Controller of OncoSec Medical Incorporated (ONCS), a
publicly traded biotechnology company, from June 2017 to August 2019. From April
2011 to May 2017, Ms. Hernandez served as Associate Director, Accounting of Mast
Therapeutics, Inc. (MSTX), a publicly traded biopharmaceutical company. From
2007 to 2011, Ms. Hernandez consulted for Premier Alliance Group, Inc., a
professional services provider, and from 2004 to 2007, Ms. Hernandez served as a
Senior Accountant for 24 Hour Fitness USA, Inc. Ms. Hernandez is a certified
public accountant with the State of California and received her B.S. degree in
business administration from San Diego State University.
In connection with her resignation, Ms. Roberts and Lineage entered into a
Separation and Consulting Agreement ("Consulting Agreement") pursuant to which
Ms. Roberts has agreed to assist Lineage with finance and accounting matters and
such other matters as Lineage and Ms. Roberts may agree to from time to time.
Ms. Roberts will be compensated at the rate of $250 per hour for her services
under the Consulting Agreement, which fees shall not exceed $50,000 without
Lineage's approval. As additional compensation for her services under the
Consulting Agreement, the equity awards held by Ms. Roberts as of January 20,
2021 will continue to vest during the term of the Consulting Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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