Cheryl R. Blanchard
About Cheryl R. Blanchard
Cheryl R. Blanchard, Ph.D., age 60, has served as President and CEO of Anika Therapeutics since April 2020 (interim CEO from February–April 2020) and as a director since August 2018; she is not an independent director and does not serve on board committees . She holds a Ph.D. and M.S. in Materials Science and Engineering (UT Austin) and a B.S. in Ceramic Engineering (Alfred University) . During 2024, Anika delivered Adjusted EBITDA of $15.5M and operating cash flow of $5.4M, divested two non-core businesses, grew international OA pain management revenue 16% YoY, and repurchased $10.9M of stock; however, 2024 TSR (value of $100 investment) was $32, and revenue was $120M, reflecting multi‑year stock underperformance despite operational progress .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Anika Therapeutics | President & CEO (interim CEO Feb–Apr 2020; CEO since Apr 2020) | 2020–present | Strategic realignment to core HA assets; divested Arthrosurface (Q4’24) and Parcus (Q1’25); pipeline progress (Hyalofast PMA modules; Cingal regulatory) |
| Blanchard Consulting, LLC | Principal | 2012–2020 | Scientific, regulatory, and business strategy advisory to medtech and PE clients |
| Microchips Biotech, Inc. | President & CEO | 2014–2019 | Regenerative medicine/drug delivery company sold to Daré Bioscience in Nov 2019 |
| Zimmer, Inc. | SVP, Chief Scientific Officer; GM Zimmer Biologics | 2000–2012 | Built a $100M+ regenerative medicine business; leadership in R&D/biologics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Vigil Neuroscience (NASDAQ: VIGL) | Director | 2020–present | Public biotech board service |
| Daré Bioscience (NASDAQ: DARE) | Director | 2019–2024 | Former director through June 2024 |
| Neuronetics (NASDAQ: STIM) | Director | 2019–2020 | Former director |
| SeaSpine (NASDAQ: SPNE) | Director | 2015–2019 | Former director |
Fixed Compensation
- Summary Compensation (CEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $695,100 | $726,000 | $743,943 |
| Bonus ($) | $590,835 | $583,160 | $497,513 |
| Stock Awards ($) | $2,306,779 | $1,614,708 | $1,918,049 |
| Option Awards ($) | $2,323,562 | $1,509,736 | $1,915,059 |
| All Other ($) | $24,446 | $26,196 | $28,902 |
| Total ($) | $5,940,722 | $4,459,800 | $5,103,466 |
- Salary and Target Bonus
| Item | 2024 Value |
|---|---|
| Annualized base salary | $750,000 |
| Target bonus (% of salary) | 85% |
| Target bonus ($) | $637,500 |
| Actual bonus paid for 2024 | $498,000 (78% of target) |
Key features: No guaranteed raises; no perquisites; no tax gross‑ups; clawback policy adopted Nov 27, 2023 covering three prior years upon restatement .
Performance Compensation
- Annual Bonus Structure and Outcome (2024)
| Metric category | Weight | Targeting | Achievement | Payout factor |
|---|---|---|---|---|
| Financial (Revenue, global Regenerative Solutions sales, Adjusted EBITDA) | 70% | Company goals | 80% | 0.80 |
| Strategic (realignment/divestitures, cost reduction, EBITDA growth focus) | 30% | Strategic goals | 75% | 0.75 |
| Corporate payout | 100% | — | — | 78% |
| CEO bonus result | — | Target $637,500 | — | Paid $498,000 |
- Long-Term Incentives (Grants in 2024)
| Grant date | Type | Shares/Options | Exercise price | Vesting |
|---|---|---|---|---|
| Mar 15, 2024 | Phantom RSUs | 75,395 | — | 3 equal annual installments starting 1st anniversary |
| Mar 15, 2024 | Premium-priced stock options | 182,699 | $27.98 | 3 equal annual installments starting 1st anniversary |
Program design: CEO’s 2024 LTI split ~50% RSUs / 50% premium-priced options (exercise at 110% of grant-date price) to align with long-term value creation and retention . Premium-priced options were “underwater” as of 12/31/2024, reducing near-term exercise/sale pressure . For 2025, Anika replaced premium-priced options with performance-based RSUs tied to strategic and stock-price targets; CEO’s performance-based share mix was increased to two‑thirds .
Equity Ownership & Alignment
- Beneficial Ownership (as of April 21, 2025)
| Holder | Shares/rights detail | % Outstanding |
|---|---|---|
| Cheryl R. Blanchard | 6.10% of common stock | |
| Included within: stock options exercisable within 60 days | 709,257 | — |
| Trust holdings | 11,724 (Blanchard Revocable Trust) | — |
- Outstanding and Unvested Awards (12/31/2024 snapshot)
| Award | Exercisable | Unexercisable | Strike | RSUs unvested (#) | Notes |
|---|---|---|---|---|---|
| Options (2021 grant) | 108,398 | — | $37.40 | — | 10-year term |
| Options (2022 grant) | 139,214 | 69,607 | $28.14 | 30,060 | RSUs valued at $16.46 at 12/31/24 |
| Options (2023 grant) | 43,666 | 87,332 | $29.60 | 40,003 | — |
| Options (2024 grant) | — | 182,699 | $27.98 | 75,395 | — |
Insider trading, hedging/pledging: Company prohibits hedging and pledging; exceptions to pledge require CFO approval; board reports full compliance and has pre-clearance procedures for insiders . Stock ownership guidelines: CEO 3x base salary; NEOs 1x; all executive officers are compliant or within phase-in period; directors also meet or are within their phase-in periods .
Vesting cadence and selling pressure: RSUs and options vest in equal thirds starting one year after grant; with 2021–2024 grants outstanding, annual vesting continues through 2027; options remain out-of-the-money at 12/31/24 ($16.46 stock vs $27.98–$37.40 strikes), limiting exercise-driven selling in the near term .
Employment Terms
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Employment Agreement (entered April 23, 2020; auto-renews annually): Initial term through Dec 31, 2021 with automatic one‑year renewals; includes initial equity awards (2020) and standard benefits .
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Severance and Change-of-Control (CIC)
| Trigger | Cash severance | Health benefits | Equity vesting | Notes |
|---|---|---|---|---|
| Termination without cause / good reason (no CIC) | 18 months’ salary | 18 months at active rates | — | Non‑compete/non‑solicit 12 months; release required |
| Qualifying termination 3 months before to 12 months after a CIC (double trigger) | 2x (salary + target bonus) | 18 months at active rates | Equity accelerates per plan; performance awards at target or actual; TSR awards measured to CIC |
Estimated payouts as of 12/31/2024 (illustrative): Non‑CIC termination $1.16M; CIC termination $5.20M; both include health benefits and, for CIC, equity vesting valued at $2.39M at $16.46 share price . No 280G excise tax gross‑ups; “cut-back” to avoid excise tax if better after‑tax outcome . Company-wide clawback policy effective Nov 27, 2023 per SEC rules .
Board Governance
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Board service and roles: Director since 2018; not independent; no committee assignments; separate independent Chair (John B. Henneman III) with delineated duties; independent directors meet in executive session . Board met 16 times in 2024; all directors met the 75% attendance threshold .
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Committee structure (all independent): Audit; Compensation; Governance & Nominating; Capital Allocation; no standing committee includes the CEO .
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Director compensation: Only non‑employee directors receive cash retainers and RSUs (e.g., $50,000 director retainer; $149,988 annual RSU grant of 5,771 units in 2024); as CEO/employee director, Dr. Blanchard does not receive director fees .
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Policies: Majority voting with resignation policy; hedging/pledging prohibitions; stock ownership guidelines; no poison pill; all directors in compliance with guidelines .
Dual‑role implications: Anika separates the Chair and CEO roles with an independent Chair, which mitigates typical CEO/Chair concentration concerns; the board explicitly reports independence of all non‑CEO directors and routine executive sessions without management .
Performance & Track Record
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Operational/financial highlights (2024): Adjusted EBITDA $15.5M; operating cash flow $5.4M; OA Pain Management international revenue +16% YoY; Integrity Implant ramp; divested Arthrosurface (Q4’24) and Parcus (Q1’25); $10.9M buybacks under 10b5‑1 .
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Pay vs Performance snapshot
| Year | TSR value of $100 | Revenue ($mm) | Net income ($mm) |
|---|---|---|---|
| 2022 | $57 | $156 | ($15) |
| 2023 | $44 | $167 | ($83) |
| 2024 | $32 | $120 | ($56) |
Say‑on‑pay and investor feedback: 89% approval at 2024 AGM; 2025 plan changes (shift to PSUs, higher performance-weighting for CEO) reflect investor input and strategic restructuring .
Compensation peer group (2024 decisions): Avid Bioservices, Collegium Pharma, Heron Therapeutics, Karyopharm, MacroGenics, Organogenesis, Rigel, Travere, Vanda, Vericel; medical device peers include Artivion, Atrion, AxoGen, Bioventus, Orthofix, Surmodics; rationale blends biotech and device comparables . Independent consultant: Willis Towers Watson; independence assessed .
Related‑party/other risks: No reportable related‑party transactions in 2024–Apr 21, 2025 . Compliance and insider reporting processes highlighted; one Form 4 filing delay disclosed for another officer due to vendor issue .
Director-Specific Items (for completeness)
- Committees, chair roles, independence, attendance, director retainers, and equity grants summarized above. Director stock ownership guidelines and compliance reported; executive sessions held; no overboarding exceptions noted .
Investment Implications
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Alignment and incentives: CEO compensation is predominantly at-risk (85% variable in 2024) with multi‑year vesting and (historically) premium-priced options that were underwater as of 12/31/24, reducing near-term monetization risk; 2025 transition to PSUs increases line‑of‑sight alignment to strategic and price milestones .
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Ownership and potential selling pressure: With 6.10% beneficial ownership and a large block of out‑of‑the‑money options (strikes $27.98–$37.40 vs $16.46 at year‑end), forced selling pressure appears limited; RSU vesting in annual tranches may cause routine, tax‑related sales, but hedging/pledging prohibitions and pre‑clearance reduce risk of opportunistic trades .
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Retention/transition risk: Double‑trigger CIC protections (2x salary+bonus; 18 months benefits; equity acceleration) and standard non‑compete/non‑solicit support retention while avoiding shareholder‑unfriendly gross‑ups; estimated CIC package of ~$5.2M underscores manageable parachute scale for a micro/small-cap medtech .
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Execution track record: Management executed portfolio pruning and pipeline/regulatory milestones with improving cash flow; yet TSR has been weak and revenues decreased in 2024, elevating the importance of milestone execution (Hyalofast 2026 U.S. launch target; Cingal pathway) and of 2025 PSU metrics as forward catalysts .
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Governance: Separation of Chair/CEO, independent committees, majority voting policy, robust trading/ownership policies, and strong say‑on‑pay support (89%) collectively reduce governance risk around the CEO’s dual role as director .