Kevin McLaughlin
About Kevin McLaughlin
Kevin F. McLaughlin (age 68) is an independent director of Vericel since 2015 and currently serves as Chair of the Audit Committee. He is designated as the Board’s “audit committee financial expert” and brings 40+ years of operating management and finance experience across biotech, high-tech, and education; he holds a B.S. in business from Northeastern University and an MBA from Babson’s F.W. Olin Graduate School of Business . The Board has affirmatively determined he is independent under Nasdaq and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acceleron Pharma Inc. | SVP, CFO & Treasurer | 2010–2021 | Led finance through sale to Merck; deep biopharma finance expertise |
| Qteros, Inc. | SVP & CFO | 2009–2010 | CFO in clean-tech; finance leadership |
| Aptius Education, Inc. | Co-founder, COO & Director | 2007–2009 | Operating leadership; co-founder experience |
| PRAECIS Pharmaceuticals | President & CEO; first CFO; COO; Director | — (until sale to GSK) | Full-cycle leadership; company sale to GSK |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invivyd, Inc. (public) | Director; Audit Committee Chair | Current | Audit chair leadership; viral infectious disease focus |
| Decibel Therapeutics (public; acquired by Regeneron in 2023) | Former Director | Former | Clinical-stage biotech; prior board oversight |
Board Governance
- Committee assignments: Audit Committee Chair; members Alan Rubino and Robert Zerbe, M.D.; 4 meetings in FY2024; all Audit Committee members independent; McLaughlin designated as audit committee financial expert since March 2015 .
- Audit Committee remit includes oversight of financial reporting, internal controls, external auditor (PwC), manufacturing compliance risks, cybersecurity, investment strategies, and related-party transaction reviews .
- Attendance and engagement: The Board met 5 times in FY2024; each director attended at least 80% of full Board meetings (all but one were at 100%); each director attended 100% of the committee meetings on which they served .
- Independence and governance practices: 7 of 8 current directors are independent; committees are 100% independent; executive sessions of independent directors occur at each Board and committee meeting; independent Chairman; robust stock ownership guidelines; clawback policy; hedging/pledging prohibited .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Standard non-employee director retainer |
| Audit Committee Chair fee | 20,000 | Chair premium |
| Other committee/non-chair fees | — | Not applicable (Audit Chair only) |
| Total fees earned (cash) | 70,000 | Reported FY2024 cash fees |
| RSU grant – grant date fair value | 150,656 | ASC 718 fair value; time-based RSUs |
| Option grant – grant date fair value | 219,242 | ASC 718 fair value; standard annual option grant |
| Total director compensation | 439,898 | Cash + equity fair values |
Program design and fees:
- Non-employee directors receive: $50,000 annual retainer; Audit Chair $20,000; Compensation Chair $17,500; Governance Chair $10,000; non-chair committee member fees vary ($10,000 Audit; $7,500 Compensation; $5,000 Governance), payable quarterly .
Performance Compensation
| Equity Award | 2024 Annual Grant | Vesting | Strike/Valuation |
|---|---|---|---|
| Stock Options | 8,000 options | Vest monthly over one year; 10-year term | Exercise price at fair market value on grant date |
| RSUs | 3,200 RSUs | Vest on earlier of first anniversary or next annual meeting | Settle on vesting unless deferred |
| Deferred Compensation elections | Available | Directors may defer fees and/or RSUs under plan rules | Elections by Dec 31 prior year; settlement at specified event/date |
Notes:
- Equity is time-based for directors (no disclosed performance metrics for director equity awards). RSUs and options follow standardized annual grant sizes and vesting; dividends/dividend equivalents not paid on unearned awards; no option repricing without shareholder approval .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Invivyd, Inc. – Director and Audit Committee Chair |
| Prior public boards | Decibel Therapeutics – Director (company acquired in 2023) |
| Compensation committee interlocks | None disclosed involving McLaughlin; compensation committee members in 2024 were Rubino, Hagen, Gilman; no interlocks reported |
| Related-party transactions | None reported for FY2024; Audit Committee reviews any such transactions |
Expertise & Qualifications
- Finance: Former CFO at Acceleron (11 years); extensive public company finance, audit oversight, and capital markets experience .
- General management: CEO/COO roles across biopharma; board-level leadership .
- Industry: Biopharma operating experience; audit committee financial expert designation underscores technical proficiency .
- Education: B.S. Business (Northeastern); MBA (Babson) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 119,350 | As of March 7, 2025 |
| Ownership % of common | <1% (*) | “*” denotes less than 1% |
| Options exercisable within 60 days | 104,250 | As of March 7, 2025 |
| RSUs vesting within 60 days | 3,200 | As of March 7, 2025 |
| Unvested RSUs (12/31/2024) | 3,200 | Outstanding year-end |
| Unexercised options (12/31/2024) | 111,250 | Outstanding year-end |
| Ownership guideline compliance | Yes | All directors in compliance as of 12/31/2024; guideline = 3x cash retainer |
| Hedging/pledging | Prohibited | Policy prohibits hedging or pledging by directors/officers |
Governance Assessment
-
Strengths
- Independent Audit Chair with “financial expert” designation; clear oversight of financial reporting, ERM, and cybersecurity—supports investor confidence .
- High engagement: committees entirely independent; executive sessions each meeting; committee-level attendance at 100% .
- Alignment: Robust stock ownership guidelines (3x retainer) and compliance; director pay mix weighted to equity (RSUs + options), reinforcing skin-in-the-game .
-
Potential watch items
- External board service at Invivyd: no related-party transactions disclosed at Vericel; Audit Committee’s related-party review mitigates conflict risk, but investors should monitor any future transactions for interlocks or conflicts .
- Equity plan expansion: Board is seeking 5,000,000 additional shares under the Amended and Restated 2022 Omnibus Incentive Plan; monitor dilution/burn rate and director equity balances for alignment versus potential over-boarding of equity .
-
Signals
- No hedging/pledging; enhanced clawback policy; independent compensation consultant; no option repricing without shareholder approval—robust governance posture .
- Shareholder support: strong say-on-pay approvals (>95% in 2024), indicating favorable investor perception of compensation governance, though this pertains to executives .
Overall, Kevin McLaughlin’s profile as an experienced biopharma CFO and audit committee financial expert, coupled with strong committee independence and attendance, supports board effectiveness. Equity alignment and ownership guideline compliance are positive; no related-party transactions were reported in FY2024. Ongoing monitoring of his external board service and equity plan dilution remains prudent .