Heidi Hagen
About Heidi Hagen
Heidi Hagen, age 56, is an independent director of Vericel, serving since 2013. She brings 30+ years in biopharma and medical devices, with deep expertise in complex biologics, technical operations, and COO-level execution. Educated at the University of Washington, she holds a B.S. in cell and molecular biology, an M.S. in bioengineering, and an M.B.A. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonoma Biotherapeutics | Chief Technical Officer | 2021–2022 | Oversaw technical operations for complex biologics |
| Ziopharm Oncology, Inc. | Interim Chief Executive Officer; Director | 2019–2021 | Led transition; governance exposure at a public cell therapy company |
| Vineti, Inc. | Co‑founder; Advisor; former Chief Strategy Officer | 2015–2021 | Built cell/gene therapy supply chain software platform |
| Dendreon Corporation | SVP Operations | 2002–2012 | Scaled commercial-stage biotech operations |
| Immunex Corporation | Chief of Staff to COO | 1993–2002 | Enterprise operations for commercial biologics |
External Roles
| Organization | Type | Role | Status |
|---|---|---|---|
| Obsidian Therapeutics, Inc. | Private | Director | Current |
| Applied Stem Cell | Private | Director | Current |
| A‑Alpha Bio | Private | Director | Current |
| Current public company boards | Public | None | N/A |
Board Governance
- Independence: Independent director; Board determined all nominees other than the CEO are independent under Nasdaq/SEC standards .
- Committee assignments: Chair, Governance and Nominating Committee; Member, Compensation Committee .
- Attendance: Board held 5 meetings in FY 2024; each director attended at least 80% of Board meetings; every committee member attended 100% of their committee meetings .
- Executive sessions: Independent directors meet in executive session at each Board and committee meeting .
- Board leadership: Independent Chairman (Robert Zerbe, M.D.) with robust authority; lead independent director would be appointed if the Chair is not independent .
- Governance practices: Clawback policy (2023), stock ownership guidelines, prohibition on hedging/pledging, annual director elections, no poison pill .
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Base annual cash retainer | 50,000 | Standard for non‑employee directors |
| Governance & Nominating Committee – Chair fee | 10,000 | Chair premium |
| Compensation Committee – member fee | 7,500 | Non‑chair member fee |
| Total cash fees earned | 67,500 | Matches fee breakdown |
Performance Compensation
| Equity Type | FY 2024 Grant | Vesting | FY 2024 Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs (annual) | 3,200 units | Vest on earlier of 1st anniversary or next annual meeting; eligible for deferral under the Deferred Compensation Plan | 150,656 |
| Stock Options (annual) | 8,000 options | Vest in equal monthly increments over 1 year; 10‑year term; exercise price at grant FMV; no repricing without shareholder approval | 219,242 |
| Outstanding as of 12/31/2024 | 3,200 unvested RSUs; 114,250 unexercised options | Various legacy grants outstanding across plans |
- Equity plan features: Director award cap $800,000/year (Chair/lead/new director: $1,000,000), dividends on RSUs only upon vesting, change‑in‑control does not auto‑accelerate; double‑trigger acceleration if awards are assumed and separation occurs; immediate vesting if awards are not assumed .
Other Directorships & Interlocks
- Current public boards: None for Heidi Hagen .
- Compensation Committee interlocks: None; members (Rubino, Hagen, Gilman in 2024) were not officers/employees; no reciprocal interlocks with other companies .
- Related‑party transactions: None reported for FY 2024; Audit Committee reviews and must pre‑approve any related‑party transactions .
Expertise & Qualifications
- Complex biologics, biopharma operations, and technical operations leadership; COO‑level experience and manufacturing/supply chain oversight .
- Board skills matrix flags her strengths in complex biologics, COO/technical operations, and geography spanning North America and Europe; tenure since 2013; female; age 56 .
Equity Ownership
| As of Date | Shares Owned | Options Exercisable within 60 days | RSUs Vesting within 60 days | Ownership % |
|---|---|---|---|---|
| March 7, 2025 | 137,100 | 105,250 | 3,200 | <1% of outstanding (50,135,864 shares outstanding) |
- Stock ownership guidelines: Directors must hold shares equal to 3× annual cash retainer; all directors in compliance as of 12/31/2024 .
- Pledging/hedging: Prohibited for directors and executive officers .
Governance Assessment
- Board effectiveness: As Chair of Governance & Nominating and member of Compensation, Hagen is central to board refreshment, director education (cybersecurity, SEC compliance, data privacy), succession planning, and pay oversight; committees are fully independent .
- Independence and engagement: Independent status, strong attendance (100% committee attendance; ≥80% Board), and participation in regular executive sessions support effective oversight .
- Alignment and incentives: Director pay emphasizes equity (annual RSUs + options) with robust ownership guidelines; no excessive perquisites, no tax gross‑ups, no single‑trigger CIC; prohibition on repricing options without shareholder approval are shareholder‑friendly features .
- Conflicts and red flags: No related‑party transactions disclosed in FY 2024; hedging/pledging prohibited; compensation committee interlocks absent. No RED FLAGS identified from company disclosures .
- Change‑in‑control treatment: Plan uses market‑standard double‑trigger acceleration when awards are assumed and separation occurs; immediate vesting if not assumed, which is typical and not shareholder‑unfriendly .
Overall signal: Governance posture appears constructive—independent leadership, strong committee structure and attendance, clear ownership alignment, and conservative policies on hedging/pledging and repricing—support investor confidence in board oversight where Hagen plays a visible role .