Stephen Brigido

About Stephen Brigido

Stephen A. Brigido, DPM, is President, Degenerative Disease at Celularity (CELU), serving in this role since the July 2021 business combination; he previously led Legacy Celularity’s Degenerative Disease and Biobanking from September 2019. He is 49 years old (as of October 30, 2025), holds a Bachelor of Science from Randolph‑Macron College and a medical degree from Temple University, and has extensive product development and clinical leadership experience, including driving the development and commercial release of 30+ FDA‑approved foot and ankle products and facilitating the sale of Edge Orthopaedics to Orthofix SRL in 2016 . No TSR, revenue, or EBITDA growth metrics tied to Brigido’s individual tenure are disclosed in company filings; the proxy does not present exec‑specific performance metrics for him .

Past Roles

External Roles

Fixed Compensation

• Brigido is an executive officer but not disclosed as a named executive officer (NEO) in the 2025 proxy; the Summary Compensation Table presents compensation only for CEO Hariri, CAO Haines, and former CFO Beers, so Brigido’s base salary and target bonus are not disclosed .
• Company practice: executive base salaries are set/approved by the compensation committee and reviewed periodically; this narrative applies generally to named executive officers and does not include Brigido’s specific figures .

Performance Compensation

• The company disclosed no performance‑based compensation approvals for 2023 or 2024 for named executive officers; no metric weightings, targets, or payouts are presented for Brigido .

Equity Ownership & Alignment

• Beneficial ownership tables list major holders, directors, and named executive officers; Brigido is not listed, and his share ownership, options, RSUs, or pledging are not disclosed in the principal stockholders section .
• Section 16 compliance: the 2025 proxy notes a late Form 4 filing by Stephen Brigido dated February 21, 2024 (administrative timeliness issue) .
• Hedging/pledging policy: insider trading policy expressly prohibits short sales and derivative transactions without audit committee approval; it highlights risks of margin or pledged securities but does not state a categorical ban on pledging .

Employment Terms

• No Brigido‑specific employment agreement terms (salary multiples, severance, change‑of‑control) are disclosed in the proxies; agreements for other named executives include non‑compete/non‑solicit and defined severance/change‑of‑control provisions, but Brigido’s specific contract is not presented .
• Equity plan mechanics (apply to participants under the 2021 Plan):
  • RSUs generally vest over four years (25% at year one, remainder in equal annual installments) and options generally vest over four years; annual executive grants have typically been two‑thirds options and one‑third RSUs; 1‑for‑10 reverse split effective February 28, 2024 .
  • In a corporate transaction/change‑in‑control, if awards are not assumed/continued/substituted, unvested awards for current participants accelerate in full prior to close; performance awards accelerate at 100% of target unless otherwise provided .

Compensation Structure Analysis

• Shift toward RSUs alongside options: company emphasizes “at risk” equity tied to stock price; standard vesting creates predictable quarterly/annual vesting that can contribute to insider selling pressure upon settlement, depending on liquidity needs and blackout windows .
• No disclosed pay‑for‑performance metrics or payouts for 2023–2024 at the NEO level; for Brigido specifically, there are no disclosed performance metrics, weights, or payouts, limiting external assessment of his incentive alignment .

Risk Indicators & Red Flags

• Administrative/red flag-lite: late Section 16 Form 4 (Feb 21, 2024) for Brigido as noted in the proxy .
• Hedging/derivatives prohibited absent audit committee approval; margin/pledge risks flagged by policy, reducing potential misalignment from hedging but not explicitly banning pledging outright .
• Clawback policy adopted to comply with Rule 10D‑1/Nasdaq 5608; allows recoupment of erroneously awarded incentive compensation for executive officers, supporting governance discipline .

Investment Implications

• Execution track record: Brigido’s operating background (30+ FDA‑approved foot/ankle products; successful sale of Edge Orthopaedics) and academic output suggests strong product/commercial execution capability in orthopedics/regenerative medicine, a positive for CELU’s Degenerative Disease segment .
• Alignment visibility: absence of disclosed salary/bonus/ownership data for Brigido constrains pay‑for‑performance and skin‑in‑the‑game analysis; however, company‑wide equity program is “at risk” and subject to clawback, and insider policies limit hedging/derivatives, modestly supporting alignment .
• Event‑driven considerations: change‑in‑control mechanics under the 2021 Plan would accelerate unassumed awards, potentially creating near‑term monetization opportunities for participants; vesting cadence of RSUs/options may contribute to periodic insider selling pressure when awards settle outside blackout windows .
• Monitoring: track future proxies and Form 4s for Brigido‑specific grant sizes, vesting schedules, and ownership changes; the late Form 4 in 2024 warrants continued monitoring of reporting timeliness but is not, by itself, indicative of governance misalignment .