Longeveron (NASDAQ: LGVN) installs new CEO and adopts 50% executive pay cuts
Rhea-AI Filing Summary
Longeveron Inc. appointed industry veteran Stephen H. Willard as permanent Chief Executive Officer, effective February 11, 2026, succeeding interim CEO Than Powell, who will remain in a business development role. Willard brings more than 30 years of pharma and biotech leadership experience, including multiple prior CEO positions.
Under a new letter agreement, Willard’s base salary is set at $500,000 per year, but roughly 50% will be temporarily deferred, alongside a similar deferral by Executive Chairman Dr. Joshua Hare, to support the company’s financial needs. During this deferral period, Willard will receive $250,000 per year, payable in cash or equity at the company’s discretion.
Willard is also slated to receive an initial equity package consisting of 200,000 shares of Class A common stock, 200,000 RSUs, and stock options for 200,000 shares, with equity vesting quarterly over four years. Separately, as part of broader cost-cutting tied to cash runway review, Longeveron is implementing a temporary 50% compensation reduction for its CEO and Executive Chairman, employee furloughs, reduced board fees, and travel limits, and plans to grant each affected executive 50,000 RSUs vesting around June 1, 2026.
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Insights
Leadership strengthened, but disclosure underscores financial pressure and reliance on future financing.
Longeveron is installing an experienced biotech executive, Stephen Willard, as CEO while pairing the move with significant equity-based compensation. His background leading multiple public and private life sciences companies may help navigate clinical, regulatory, and partnering challenges around the laromestrocel pipeline.
At the same time, the company is implementing temporary 50% salary cuts for top executives, employee furloughs, and board fee reductions, explicitly linked to cash runway and capital needs. This signals ongoing funding constraints and dependence on securing additional financing or partnerships to restore normal compensation and operations.
The press release highlights a pivotal Phase 2b trial in hypoplastic left heart syndrome, with top-line results expected in the third quarter of the year and potential to support a BLA filing if successful. Future disclosures around trial outcomes and capital-raising efforts will be critical for assessing longer-term prospects.
UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 9, 2026, Than Powell, Interim Chief Executive Officer of Longeveron Inc. (the “Company”), provided notice to the Company of his resignation as Interim Chief Executive Officer of the Company, but will remain with the Company in his prior business development role. In connection with Mr. Powell’s departure, the Board has appointed Stephen H. Willard to serve as the permanent Chief Executive Officer, effective February 11, 2026 (the “Effective Date”).
Mr. Willard, age 65, has over 30 years of pharmaceutical and biotech leadership experience across public and private sectors, including more than 20 years of experience as the Chief Executive Officer of pharmaceutical and biotech companies, most recently at ICaPath, Inc. a biotechnology company developing novel immunotherapies in the cancer space. Prior to that time, Mr. Willard served as Chief Executive Officer of NRx Pharmaceuticals, Inc. (Nasdaq: NRXP), a clinical-stage biopharma company developing therapeutics for the treatment of central nervous system disorders, from July 2022 to October 2024, and Cellphire, Inc., a clinical stage cellular therapeutics company, from November 2013 until March 2021. In addition, since March 2021 he has served as the Executive Director of Global Life Technologies (Nozin) an infection prevention company, and from March 2018 until November 2024, Mr. Willard served as a Presidentially-commissioned member of the National Science Board, which governs the National Science Foundation. Mr. Willard received a B.A. from Williams College in 1982 and a J.D. from Yale Law School in 1985, where he edited the Yale Law Journal.
In connection with the appointment to Chief Executive Officer, Mr. Willard entered into a Letter Agreement (the “Agreement”) with the Company, pursuant to which Mr. Willard will be entitled to receive a base salary of $500,000 per year, following an initial deferral period commencing on or about February 9, 2026, whereby Mr. Willard and the Company’s Executive Chairman Dr. Joshua M. Hare will defer approximately fifty percent (50%) of their respective base compensation to support the financial needs of the Company (the “Deferral Period”). The Company currently anticipates that the Deferral Period will be temporary. During the Deferral Period, Mr. Willard will be entitled to receive a base salary of $250,000 per year. Under the Agreement, at the Company’s sole discretion and option, the Company may pay Mr. Willard’s salary in cash or in equity in lieu of cash, each in accordance with the Company’s regular payroll practices. Mr. Willard will also be eligible to receive short and long-term equity incentive awards pursuant to the terms of the Company’s Third Amended and Restated 2021 Incentive Award Plan (or any successor plan thereto), which will include an initial award of 200,000 shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), an award of 200,000 restricted stock units (RSUs), and a stock option award exercisable for 200,000 shares of Class A Common Stock, with both vesting quarterly over a four-year period.
Under the Agreement, Mr. Willard will also be eligible for participation in standard Company employee benefit programs as well as termination and severance benefits. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
There are no other arrangements or understandings between Mr. Willard, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Willard was selected as Chief Executive Officer of the Company. Mr. Willard has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, in which the Company was or is to be a participant and in which Mr. Willard had or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release announcing the transition described herein is attached to this report as Exhibit 99.1 and is hereby incorporated by reference.
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Named Executive Officer Compensation and Cost Reduction Measures
On February 9, 2026, in connection with the ongoing review of its cash runway and cost structure, and following Board approval, the Company implemented a temporary 50% reduction in the compensation of the Company’s CEO and its Executive Chairman/CSO. The Company is undertaking these compensation reductions as part of other cost-savings efforts, which includes other actions, including the furlough of certain Company employees, reduction in Board of Directors fees, travel limitations and other cost-reduction efforts. These reductions will become effective commencing on or about February 16. The Company anticipates that executive compensation will be restored to the amounts in effect immediately prior to such reductions at such time as the Company secures sufficient financing or other sources of capital.
The Company currently intends, subject to a good-faith determination of its financial ability to do so, to repay the members of the Company’s executive leadership team an amount equal to the difference between such executive’s base salary in effect immediately prior to the reduction and the reduced salary paid during the applicable reduction period. Any such repayment is not guaranteed and shall be solely at the Company’s discretion, contingent upon the Company’s financial condition. In consideration of the reduction and each executive’s continued service, subject to approval of the Board (or an applicable committee thereof), the Company intends to grant each executive an aggregate of 50,000 restricted stock units, which shall vest on or around June 1, 2026, in accordance with the terms of the Company’s Third Amended and Restated 2021 Incentive Award Plan.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic conditions, and involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements to differ materially from those anticipated, expressed, or implied. Forward-looking statements are generally identifiable by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “looks to,” “may,” “on condition,” “plan,” “potential,” “predict,” “preliminary,” “project,” “see,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words, or by discussion of strategy or goals or other future events, circumstances or effects. The forward-looking statements in this Current Report on Form 8-K are made on the basis of the views and assumptions of management regarding future events and business performance as of the date this Current Report on Form 8-K is filed with the SEC. We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual events, results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements contained in this Current Report on Form 8-K or the materials furnished or filed herewith. These items include, but are not limited to, statements regarding: the future restoration of executive compensation levels; our intention and ability to repay certain compensation amounts to executives or rehire employees currently furloughed; the grant of certain equity awards; market and other conditions, our cash position and need to raise additional capital, difficulties we may face in obtaining access to capital, and the dilutive impact it may have on our investors; our financial performance and ability to continue as a going concern; the accuracy of estimates regarding the period for which our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; the ability of our clinical trials to demonstrate safety and efficacy of our investigational product candidates, and other positive results; the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials; the size of the market opportunity for certain of our investigational product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting; our ability to scale production and commercialize the investigational product candidate for certain indications; the success of competing therapies that are or may become available; the beneficial characteristics, safety, efficacy and therapeutic effects of our investigational product candidates; our ability to obtain and maintain regulatory approval of our investigational product candidates in the U.S. and other jurisdictions; our plans relating to the further development of our investigational product candidates, including additional disease states or indications we may pursue; our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others; the need to hire additional personnel and our ability to attract and retain such personnel; and our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.
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These forward-looking statements are made as of the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions described in greater detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 28, 2025, its Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. These statements are inherently uncertain, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future, events or otherwise occurring after the date this Current Report on Form 8-K is filed.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Letter Agreement, dated February 11, 2026 | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LONGEVERON INC. | ||
| Date: February 13, 2026 | /s/ Lisa A. Locklear | |
| Name: | Lisa A. Locklear | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Longeveron® Appoints Stephen H. Willard as Chief Executive Officer
| · | Mr. Willard has a 30+ year track record of leadership across public and private sectors as CEO of multiple biotechnology and pharmaceutical firms, with an impressive history of delivering significant fundraises and strategic collaborations | |
| · | Corporate focus on delivering top-line results from the pivotal Phase 2b clinical trial in Hypoplastic Left Heart Syndrome (HLHS), anticipated in the third quarter of 2026 | |
| · | Than Powell stepped down as interim CEO; but will remain with the Company to support the leadership transition and continue his work in the Company’s on-going business development activities |
MIAMI, Fla. February 13, 2026 -- Longeveron Inc. (NASDAQ: LGVN), a clinical stage regenerative medicine biotechnology company developing cellular therapies for life-threatening, rare pediatric and chronic aging-related conditions, today announced that the Company’s Board of Directors has appointed Stephen H. Willard as Chief Executive Officer, effective February 11, 2026. He succeeds Than Powell who served as interim CEO prior to the Board’s appointment of Mr. Willard as permanent CEO. Mr. Powell will support the leadership transition and continue his work in the Company’s on-going business development activities.
“I am delighted to welcome Stephen as CEO, particularly at this exciting time in Longeveron’s history developing stem cell therapies addressing life threatening conditions in the most vulnerable populations - children and the elderly,” said Joshua Hare, MD, FACC, FAHA, Executive Chairman and Chief Science Officer of Longeveron. “Our pivotal Phase 2b clinical trial evaluating laromestrocel as a potential treatment for HLHS is anticipated to produce top-line trial results in third quarter of this year. Longeveron has previously received FDA guidance that, if successful, this trial would be deemed a pivotal trial for purposes of BLA filing.”
Roger Hajjar, MD, Chair of the Board’s Nominating and Corporate Governance Committee, commented, “On behalf of the Board and management team, I want to thank Than for his significant contributions over the past six months, stepping in to provide effective leadership and stability through this transition. We would also like to welcome Steven to his new role. We believe his extensive strategic operations and executive leadership experience will help drive Longeveron’s future success.”
Mr. Willard, CEO, commented, “This is an extraordinary time for Longeveron and our stem cell therapy laromestrocel. It is an exciting opportunity to be able to join a company with three development programs at the stage of pivotal clinical trials. I look forward to working with the Longeveron team to ensure the long-term success of laromestrocel while focusing on extending our capital runway, and working with potential partners to leverage our stem cell technology for the benefit of patients and shareholders.”
Mr. Willard was previously CEO of ICAPATH, Inc., CEO of NRx Pharmaceuticals, Inc., CEO of Cellphire, Inc., and CEO of Flamel Technologies, S.A., a NASDAQ-traded biotech company for seven years and served as CFO prior to becoming CEO. He formerly served as the Chairman of the Board of Directors of Flamel and formerly served on the Board of Directors of E*Trade Financial Corporation. Mr. Willard received a Bachelor of Arts degree from Williams College and a Juris Doctorate from Yale Law School.
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About Longeveron Inc.
Longeveron is a clinical stage biotechnology company developing regenerative medicines to address unmet medical needs. The Company’s lead investigational product is laromestrocel (LOMECEL-B®), an allogeneic mesenchymal stem cell (MSC) therapy product isolated from the bone marrow of young, healthy adult donors. Laromestrocel has multiple potential mechanisms of action encompassing pro-vascular, pro-regenerative, anti-inflammatory, and tissue repair and healing effects with broad potential applications across a spectrum of disease areas. Longeveron is currently pursuing three pipeline indications: hypoplastic left heart syndrome (HLHS), Alzheimer’s disease (AD), and Pediatric Dilated Cardiomyopathy (DCM). Laromestrocel development programs have received five distinct and important FDA designations: for the HLHS program - Orphan Drug designation, Fast Track designation, and Rare Pediatric Disease designation; and, for the AD program - Regenerative Medicine Advanced Therapy (RMAT) designation and Fast Track designation. For more information, visit www.longeveron.com or follow Longeveron on LinkedIn, X, and Instagram.
Forward-Looking Statements
Certain statements in this press release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic conditions, and involve known and unknown risks, uncertainties, and other important factors that could cause actual results, performance, or achievements to differ materially from those anticipated, expressed, or implied by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expects,” “intend,” “looks to,” “may,” “on condition,” “plan,” “potential,” “predict,” “preliminary,” “project,” “see,” “should,” “target,” “will,” “would,” or the negative thereof or comparable terminology, although not all forward-looking statements contain these words, or by discussion of strategy or goals or other future events, circumstances, or effects. Factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements in this release include, but are not limited to, the future restoration of executive compensation levels; our intention and ability to repay certain compensation amounts to executives or rehire employees currently furloughed; the grant of certain equity awards; market and other conditions, our cash position and need to raise additional capital, the difficulties we may face in obtaining access to capital, and the dilutive impact it may have on our investors; our financial performance, and ability to continue as a going concern; the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; the ability of our clinical trials to demonstrate safety and efficacy of our investigational product candidates, and other positive results; the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials; the size of the market opportunity for certain of our investigational product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting; our ability to scale production and commercialize the investigational product candidate for certain indications; the success of competing therapies that are or may become available; the beneficial characteristics, safety, efficacy and therapeutic effects of our investigational product candidates; our ability to obtain and maintain regulatory approval of our investigational product candidates in the U.S. and other jurisdictions; our plans relating to the further development of our investigational product candidates, including additional disease states or indications we may pursue; our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others; the need to hire additional personnel and our ability to attract and retain such personnel; and our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.
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Further information relating to factors that may impact the Company’s results and forward-looking statements are disclosed in the Company’s filings with the Securities and Exchange Commission, including Longeveron’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 28, 2025, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The Company operates in highly competitive and rapidly changing environment; therefore, new factors may arise, and it is not possible for the Company’s management to predict all such factors that may arise nor assess the impact of such factors or the extent to which any individual factor or combination thereof, may cause results to differ materially from those contained in any forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release based on information available as of the date of this press release, are inherently uncertain, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor and Media Contact:
Derek Cole
Investor Relations Advisory Solutions
derek.cole@iradvisory.com
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FAQ
What leadership change did Longeveron (LGVN) announce in this 8-K filing?
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What cost reduction measures did Longeveron (LGVN) implement for executives and staff?
Will Longeveron (LGVN) repay deferred or reduced executive compensation?
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