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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how Lineage or our Board or the Compensation Committee view the link between Lineage’s performance and named executive officer pay, and neither our Board nor the Compensation Committee uses CAP (as defined below) as the basis for making compensation decisions. For additional information about our pay-for-performance philosophy and how we align executive compensation with performance, please see the section titled “Executive Compensation” above.

Required Tabular Disclosure of Pay Versus Performance

The following table reports the compensation of our Chief Executive Officer, who is our principal executive officer (“PEO”), and the average compensation of our other named executive officers (“Non-PEO NEOs”) as reported in the Summary Compensation Table (the “SCT”) in the section titled “Executive Compensation,” above, for the past three fiscal years (“FYs”), as well as the Compensation Actually Paid (“CAP”) as calculated under the SEC pay-versus-performance disclosure requirements.

 

Year

 

Summary
Compensation
Table Total
for PEO
(1)

 

 

Compensation
Actually Paid
to PEO
(2)

 

 

Average
Summary
Compensation
Table Total for
Non-PEO Named
Executive
Officers
(3)

 

 

Average
Compensation
Actually Paid to
Non-PEO Named
Executive
Officers
(2)

 

 

Value of Initial
Fixed $100
Investment
Based on Total Shareholder
Return
(4)

 

 

Net Income
(Loss)
(5)
(in thousands)

 

(a)

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(g)

 

2024

 

$

2,534,450

 

 

$

706,523

 

 

$

1,113,900

 

 

$

431,902

 

 

$

28.41

 

 

$

(18,609

)

2023

 

$

2,905,130

 

 

$

2,187,415

 

 

$

936,744

 

 

$

(97,716

)

 

$

61.93

 

 

$

(21,486

)

2022

 

$

2,372,528

 

 

$

(135,373

)

 

$

1,161,335

 

 

$

(536,777

)

 

$

66.48

 

 

$

(26,273

)

 

(1)
The amounts reported in column (b) are the amounts of total compensation reported for Brian Culley for each corresponding year in the “Total” column of the SCT.
(2)
The amounts reported in column (c) and (e) represent the amount of CAP for Mr. Culley and the average amount of CAP for the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Culley or to the Non-PEO NEOs as a group, respectively, during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation reported for Mr. Culley in the SCT and to the average total compensation reported for the Non-PEO NEOs in the SCT for each year to determine the CAP:

 

 

2024

 

 

2023

 

 

2022

 

 

CEO

 

 

Average
Non-CEO
NEOs

 

 

CEO

 

 

Average
Non-CEO
NEOs

 

 

CEO

 

 

Average
Non-CEO
NEOs

 

Total Compensation from SCT

 

$

2,534,450

 

 

$

1,113,900

 

 

$

2,905,130

 

 

$

936,744

 

 

$

2,372,528

 

 

$

1,161,335

 

Deduct: Value of Option Awards and Stock
   Awards Reported in SCT for the Covered FY

 

 

(1,502,900

)

 

 

(514,150

)

 

 

(1,918,430

)

 

 

(530,093

)

 

 

(1,428,378

)

 

 

(734,182

)

Add: Year End Fair Value of Equity Awards
   Granted During the Covered FY that Remain
   Outstanding and Unvested as of Last Day of
   the Covered FY

 

 

502,033

 

 

 

171,748

 

 

 

1,294,109

 

 

 

136,222

 

 

 

1,107,535

 

 

 

215,389

 

Add (Deduct): Year over Year Change in Fair
   Value of Outstanding and Unvested Equity
   Awards

 

 

(788,545

)

 

 

(310,210

)

 

 

(210,329

)

 

 

(417,377

)

 

 

(1,104,920

)

 

 

(284,721

)

Add: Fair Value as of Vesting Date of Equity
   Awards Granted and Vested in the FY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add (Deduct): Year over Year Change in Fair
   Value of Equity Awards Granted in Prior
   FY that Vested in the FY

 

 

(38,515

)

 

 

(29,385

)

 

 

116,935

 

 

 

18,905

 

 

 

(1,082,138

)

 

 

(33,681

)

(Deduct): Year End Fair Value at the end of the
   applicable Prior FY of any Awards Granted
   during any Prior FY that were Forfeited during
   the Covered FY

 

 

 

 

 

 

 

 

 

 

 

(242,116

)

 

 

 

 

 

(860,917

)

Compensation Actually Paid (as defined by
   SEC rule)

 

$

706,523

 

 

$

431,902

 

 

$

2,187,415

 

 

$

(97,716

)

 

$

(135,373

)

 

$

(536,777

)

 

 

(3)
The amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. Our Non-PEO NEOs for purposes of calculating the average amounts are (i) Ms. Howe and Mr. Samuel for 2024, (ii) Ms. Howe, Mr. Samuel and Dr. Hogge for 2023, and (iii) Ms. Howe and Messrs. Samuel and Cook for 2022.
(4)
The amounts reported in column (f) reflect the cumulative total shareholder return (“TSR”) of our common stock for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K.
(5)
The amounts reported in column (g) represent net income (loss) reflected in our audited financial statements for the applicable FY.

Required Disclosure of the Relationship Between CAP and TSR and Net Income

As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable FYs.

 

img8971038_1.jpg

 

img8971038_2.jpg

 

All information provided above in this “Pay Versus Performance” section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.

   
Named Executive Officers, Footnote
(3)
The amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. Our Non-PEO NEOs for purposes of calculating the average amounts are (i) Ms. Howe and Mr. Samuel for 2024, (ii) Ms. Howe, Mr. Samuel and Dr. Hogge for 2023, and (iii) Ms. Howe and Messrs. Samuel and Cook for 2022.
   
PEO Total Compensation Amount $ 2,534,450 $ 2,905,130 $ 2,372,528
PEO Actually Paid Compensation Amount $ 706,523 2,187,415 (135,373)
Adjustment To PEO Compensation, Footnote
(2)
The amounts reported in column (c) and (e) represent the amount of CAP for Mr. Culley and the average amount of CAP for the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Culley or to the Non-PEO NEOs as a group, respectively, during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation reported for Mr. Culley in the SCT and to the average total compensation reported for the Non-PEO NEOs in the SCT for each year to determine the CAP:

 

 

2024

 

 

2023

 

 

2022

 

 

CEO

 

 

Average
Non-CEO
NEOs

 

 

CEO

 

 

Average
Non-CEO
NEOs

 

 

CEO

 

 

Average
Non-CEO
NEOs

 

Total Compensation from SCT

 

$

2,534,450

 

 

$

1,113,900

 

 

$

2,905,130

 

 

$

936,744

 

 

$

2,372,528

 

 

$

1,161,335

 

Deduct: Value of Option Awards and Stock
   Awards Reported in SCT for the Covered FY

 

 

(1,502,900

)

 

 

(514,150

)

 

 

(1,918,430

)

 

 

(530,093

)

 

 

(1,428,378

)

 

 

(734,182

)

Add: Year End Fair Value of Equity Awards
   Granted During the Covered FY that Remain
   Outstanding and Unvested as of Last Day of
   the Covered FY

 

 

502,033

 

 

 

171,748

 

 

 

1,294,109

 

 

 

136,222

 

 

 

1,107,535

 

 

 

215,389

 

Add (Deduct): Year over Year Change in Fair
   Value of Outstanding and Unvested Equity
   Awards

 

 

(788,545

)

 

 

(310,210

)

 

 

(210,329

)

 

 

(417,377

)

 

 

(1,104,920

)

 

 

(284,721

)

Add: Fair Value as of Vesting Date of Equity
   Awards Granted and Vested in the FY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add (Deduct): Year over Year Change in Fair
   Value of Equity Awards Granted in Prior
   FY that Vested in the FY

 

 

(38,515

)

 

 

(29,385

)

 

 

116,935

 

 

 

18,905

 

 

 

(1,082,138

)

 

 

(33,681

)

(Deduct): Year End Fair Value at the end of the
   applicable Prior FY of any Awards Granted
   during any Prior FY that were Forfeited during
   the Covered FY

 

 

 

 

 

 

 

 

 

 

 

(242,116

)

 

 

 

 

 

(860,917

)

Compensation Actually Paid (as defined by
   SEC rule)

 

$

706,523

 

 

$

431,902

 

 

$

2,187,415

 

 

$

(97,716

)

 

$

(135,373

)

 

$

(536,777

)

 

   
Non-PEO NEO Average Total Compensation Amount $ 1,113,900 936,744 1,161,335
Non-PEO NEO Average Compensation Actually Paid Amount $ 431,902 (97,716) (536,777)
Compensation Actually Paid vs. Total Shareholder Return

img8971038_1.jpg

   
Compensation Actually Paid vs. Net Income

img8971038_2.jpg

   
Total Shareholder Return Amount $ 28.41 61.93 66.48
Net Income (Loss) $ (18,609,000) $ (21,486,000) $ (26,273,000)
PEO Name Brian Culley Brian Culley Brian Culley
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (1,502,900) $ (1,918,430) $ (1,428,378)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 502,033 1,294,109 1,107,535
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (788,545) (210,329) (1,104,920)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (38,515) 116,935 (1,082,138)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (514,150) (530,093) (734,182)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 171,748 136,222 215,389
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (310,210) (417,377) (284,721)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (29,385) 18,905 (33,681)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ (242,116) $ (860,917)