Dominick Colangelo
About Dominick Colangelo
Dominick Colangelo, age 61, is President and Chief Executive Officer of Vericel (since 2013) and a director on Vericel’s board. He holds a B.S.B.A. in Accounting (SUNY Buffalo) and a J.D. (Duke Law) . Under his leadership, Vericel delivered 2024 revenue of $237.2M (+20% YoY), adjusted EBITDA of $53.4M (+58% YoY), gross margin of 73%, and positive GAAP net income ($10.4M); the stock rose ~88% from Dec 30, 2022 to Mar 7, 2025, outperforming benchmarks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vericel | President & CEO; Director | 2013–present | Acquired MACI and Epicel; led multi‑year double‑digit revenue growth and profitability inflection . |
| Eli Lilly & Company | Director, Strategy & Business Development (Diabetes); Founding Managing Director, Lilly Ventures; prior senior roles | Not disclosed | Finance/BD leadership; broad commercialization, operations, and BD experience across therapeutic areas . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Trevi Therapeutics (public) | Director; Audit and Compensation Committee member | Current | Provides finance and compensation oversight experience . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 760,000 | 790,000 | 830,000 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 85% |
| Actual Annual Bonus ($) | 646,000 | 738,700 | 712,600 |
Notes:
- 2024 AIP corporate score: 101% of target based on goal outcomes (see Performance Compensation) .
Performance Compensation
- Annual incentive plan structure and outcomes (2024):
| Category | Weight | Target(s) | Actual/Payout |
|---|---|---|---|
| Commercial & Financial | 40% | Revenue ≥ $247.6M; expense target $190.8M (excl. D&A/SBC and unusuals) | Awarded 50% (above target for this category) driven by 20% revenue growth to $237.2M, expense beat, 58% adj. EBITDA growth to $53.4M, positive GAAP NI . |
| Product Goals | 50% | MACI surgeon engagement, MACI Arthro implants, Epicel biopsy centers, NexoBrid ordering centers; secure MACI Arthro sBLA approval by 9/15/24; brand initiatives; MACI Ankle plan | Awarded 39% (below target). Missed some engagement/implant/order goals; achieved MACI Arthro FDA approval; NexoBrid pediatric approval; progressed MACI Ankle to 2025 study . |
| Operational | 10% | Complete new manufacturing facility; efficiency/IT initiatives | Awarded 12% (above target) . |
| Upside Value | Up to 15% | Execute high-quality BD transaction | 0% (no transaction) . |
- 2024 long-term equity awards (grant date 2/22/24; strike $48.31): 182,500 options and 73,000 RSUs to CEO; grant-date fair value $8,680,435; intrinsic value based on proxy record date price $49.56 was $3,846,005 .
- Vesting mechanics: options generally vest 6.25% quarterly over 4 years; RSUs vest 25% on first anniversary then annually; options term 10 years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,835,667 shares (3.7% of outstanding) as of Mar 7, 2025 . |
| Options Exercisable within 60 days | 1,575,383 shares as of Mar 7, 2025 . |
| RSUs Vesting within 60 days | 0 for CEO (field blank in table) . |
| Unvested RSUs (counts at 12/31/24) | 8,938; 23,400; 54,750; 73,000 (total 160,088) . |
| 2024 Option Exercises | 408,897 shares exercised; value realized $17,327,734 . |
| Ownership Guidelines | CEO required ≥5× base salary; all officers in compliance as of 12/31/24 . |
| Hedging/Pledging | Prohibited for directors and executive officers . |
Signal: 2024 option exercises were substantial; monitor any subsequent Form 4 sales or 10b5‑1 activity for potential selling pressure. Value realized figure reflects option spread at exercise; it does not alone indicate net share disposition .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment Start | March 1, 2013 (CEO agreement; amended Sept 14, 2017) . |
| Termination without Cause / Good Reason (non‑CIC) | 12 months base salary; company-paid COBRA equivalent for 12 months (CEO: full COBRA premium); time‑based equity that would vest during 12 months vests upon termination . |
| Change in Control (double-trigger within 18 months) | Lump sum 1.5× (base + target bonus) + pro‑rated target bonus; 18 months COBRA equivalent (CEO: full COBRA premium); immediate vesting of all time‑based equity . |
| Non‑compete/Non‑solicit | Non‑compete and non‑solicit during employment and for 18 months post‑termination for CEO . |
| Potential Payouts (As of 12/31/24) | Non‑CIC termination: total ~$6,925,442 (incl. ~$6,065,685 equity vesting value); CIC termination: total ~$17,188,819 (incl. ~$14,117,684 equity vesting value); Death/Disability equity acceleration ~$14,117,684 . |
| Clawback | Dodd‑Frank/Nasdaq-compliant 3-year recovery for excess incentive‑based pay upon restatement (adopted Oct 2, 2023) . |
| Insider Trading Policy | Prohibits trading on MNPI; policy filed with 10‑K . |
Director and Board Governance
- Board service: Director since 2013; not independent due to executive role; holds no committee seats .
- Board structure: Independent Chairman (Dr. Robert Zerbe); independent executive sessions at each meeting; 100% independent committees .
- Director compensation: CEO receives no additional compensation for board service (compensation reported solely as NEO) .
- Attendance and governance: Board held 5 meetings in 2024; each director attended ≥80% of board meetings and 100% of their committee meetings; robust governance practices (no poison pill; stock ownership guidelines; hedging/pledging ban) .
Director Compensation (context, non-employee directors)
- Annual cash retainers and equity (8,000 options + 3,200 RSUs each year; vesting aligns to one-year service); chair and committee fees as disclosed; stock ownership guideline: 3× annual retainer; 100% compliance as of 12/31/24 .
Compensation Committee Analysis
- Committee members: 2024 – Alan Rubino (Chair), Heidi Hagen, Steven Gilman; Dr. Wotton added March 2025 .
- Independent consultant: FW Cook; no conflicts; engaged in late 2022/early 2023; informed 2024 pay design and peer group .
- Benchmarking peer group (2024 decisions informed by): 16 companies spanning biotech/healthcare devices/tools (e.g., Amicus, Glaukos, PTC, STAAR Surgical, Supernus) .
- Say-on-pay support: 2022: 86%; 2023: 92%; 2024: >95% approvals; committee maintained structure given strong support .
Pay Structure and Trends (CEO, 2022–2024)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 1,633,320 | 2,176,860 | 3,526,630 |
| Option Awards ($) | 5,655,283 | 3,336,223 | 5,153,805 |
| Non‑Equity Incentive ($) | 646,000 | 738,700 | 712,600 |
| All Other Comp ($) | 13,764 | 14,639 | 14,490 |
| Total ($) | 8,708,367 | 7,056,422 | 10,237,525 |
Observations:
- Equity-heavy mix with emphasis on stock options (pay-for-performance leverage) alongside time-based RSUs; no single-trigger CIC, no tax gross-ups, no option repricing without shareholder approval .
- Ownership alignment reinforced by 5× salary guideline and compliance; no hedging/pledging allowed .
Performance & Track Record Highlights
| KPI | 2024 Result |
|---|---|
| Total Net Revenue ($M) | 237.2 |
| Adjusted EBITDA ($M) | 53.4 |
| Gross Margin (%) | 73% |
| GAAP Net Income ($M) | 10.4 |
| Cash, restricted cash & investments ($M) | 167; no debt (12/31/24) |
| Stock Performance | ~+88% from 12/30/2022 to 3/7/2025 vs NBI/R2K/peer avg |
Execution notes: MACI revenue +20% to $197.3M; MACI Arthro FDA approval and launch; NexoBrid uptake with >50 burn centers and pediatric label expansion; completed new HQ/manufacturing facility to support growth and potential ex‑US MACI .
Risk Indicators & Red Flags
- Related‑party transactions: None reportable in 2024 .
- Clawback: Enhanced, Nasdaq‑compliant .
- Hedging/Pledging: Prohibited .
- Tax gross‑ups: None on perqs or severance/CIC .
- Option repricing: Prohibited without shareholder approval .
- Insider activity: Significant 2024 option exercises by CEO (value realized $17.3M); continue monitoring Form 4s for potential selling pressure signals .
Equity Ownership & Alignment (Detail at 12/31/24)
| Item | Count/Value |
|---|---|
| CEO Unvested RSUs (by grant) | 8,938; 23,400; 54,750; 73,000 units |
| CEO Outstanding Options (selected grants; exercisable/unexercisable) | Includes 2/22/24 grant 34,218 ex./148,282 unexercisable at $48.31; multiple prior grants outstanding with strikes $1.95–$51.40 and standard terms . |
| CIC Equity Acceleration Value (est.) | ~$14.12M for CEO as of 12/31/24 . |
Board Governance (Director-Specific)
- Independence: Not independent (current CEO) .
- Board leadership: Independent Chair with defined authorities; executive sessions at each meeting .
- Committees: Audit, Compensation, Governance/Nominating are fully independent; CEO not a member .
Say‑on‑Pay & Shareholder Feedback
- Approval rates: 86% (2022), 92% (2023), >95% (2024) .
- Program responses: Continued pay design; robust shareholder engagement disclosed .
Compensation Peer Group & Targeting
- Peer set: 16 commercial/late‑stage life sciences and medtech companies (e.g., Amicus, Glaukos, PTC, STAAR, Supernus) used for 2024 decisions; 3‑yr TSR CAGR at 88th percentile of peer group through 12/31/23 .
- Independent consultant: FW Cook .
Investment Implications
- Alignment: High equity component (notably options), strict ownership guidelines (5× salary), and prohibitions on hedging/pledging support long‑term alignment; robust clawback reduces downside governance risk .
- Incentives vs. performance: 2024 bonus paid at 101% on balanced financial, product, and operational scorecard; despite revenue below AIP target, expense discipline and EBITDA expansion supported an above‑target score for the Commercial/Financial category .
- Retention/CIC: Double‑trigger CIC with 1.5× cash multiple and full time‑based equity vesting is shareholder‑standard; non‑compete of 18 months mitigates post‑separation competition risk .
- Trading signals: The CEO’s sizable 2024 option exercises (>$17M value realized) warrant monitoring for secondary selling or 10b5‑1 activity that could create supply; however, policy bans pledging/hedging and ownership guidelines remain in force .
- Governance comfort: Independent chair and fully independent committees offset dual CEO/Director role concerns; strong say‑on‑pay support (>95% in 2024) suggests shareholder endorsement of pay design and performance linkage .