Lineage Cell Therapeutics (LCTX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 26, 2025, to elect seven directors, ratify the auditor, approve executive compensation, and amend the equity incentive plan by adding 19,500,000 shares.

• Shareholders of record as of April 28, 2025, are eligible to vote; 228,356,290 common shares outstanding.

• Voting can be done online, by phone, mail, or in person; cumulative voting is allowed for director elections.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, ratification of Moss Adams LLP as auditor, advisory vote on executive compensation, and amendment to the 2021 Equity Incentive Plan.

• Board recommends voting “For” all proposals and director nominees.

• Shareholder proposals for the next annual meeting must be submitted by December 31, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of experienced professionals in biotech, finance, and management; separation of Chair and CEO roles.

• All directors except the CEO are independent under NYSE American standards.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Financial Strategy; all key committees are composed of independent directors.

• Board and committees met regularly in 2024, with high attendance.

• Director nomination process values diversity in skills and experience; shareholders may recommend nominees.

• Code of Ethics and insider trading policy in place; directors must hold at least 10,000 shares within three years.