Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2021, Vericel Corporation (the "Company") announced the
appointment of Joseph A. Mara, age 45, as Chief Financial Officer of the
Company. Mr. Mara will also serve as the Company's Principal Financial Officer
and Treasurer.
Prior to joining the Company, Mr. Mara served as Vice President, Finance and
Head of Investor Relations at Biogen, Inc. ("Biogen"), since 2019. Prior to
serving in that capacity, since 2007, Mr. Mara served in a variety of roles of
increasing responsibility at Biogen, including: Vice President, Global FP&A and
Strategic Corporate Finance; Vice President, U.S. Finance and Operations; Senior
Director, U.S. Finance; and Director, U.S. Commercial Finance. Mr. Mara holds an
M.B.A. from MIT Sloan School of Management and a B.A. in Economics and
International Studies from Northwestern University.
On January 21, 2021, the Company entered into an Employment Agreement (the
"Agreement") with Mr. Mara. Pursuant to the terms of the Agreement, Mr. Mara
will receive an initial base salary of $415,000 and is eligible for an annual
bonus target of 50% of his base salary. Mr. Mara will additionally receive a
one-time sign on bonus of $50,000 that will be earned on the first anniversary
of his hire date but is expected to be paid on or about March 31, 2021. Pursuant
to the terms of the Agreement, on January 25, 2021 (the "Grant Date"), the
Company granted Mr. Mara an option to purchase 160,000 shares of its common
stock at an exercise price equal to the closing price of the Company's common
stock as reported by the Nasdaq Global Market on the Grant Date (the "Option").
The Option shall vest over four years, with 40,000 shares vesting on the first
anniversary of the Grant Date, and the remaining shares vesting in equal
quarterly installments thereafter, at a rate of 10,000 shares per quarter, until
fully vested on the fourth anniversary of the Grant Date. These awards are
subject to Mr. Mara's continued service with the Company through such vesting
dates.
The Company also granted Mr. Mara 16,000 restricted stock units, which shall
vest in 4,000 share increments on each of March 31, 2021, June 30, 2021,
September 30, 2021, and December 31, 2021, respectively, subject to Mr. Mara's
continued service with the Company through such vesting dates.
Under the Agreement and subject to the execution and effectiveness of a release
of claims at such time, Mr. Mara would be entitled to severance payments if the
Company terminates his employment without Cause, as defined in the Agreement, or
if Mr. Mara terminates his employment for Good Reason, as defined in the
Agreement.
The foregoing summary of the Agreement is qualified in its entirety by the full
text of such Agreement, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference. A copy of the press release announcing Mr.
Mara's appointment is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
Mr. Mara has no family relationships with any of the Company's directors or
executive officers, and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Following Mr. Mara's appointment, Sandra Pennell will no longer serve as the
Principal Financial Officer of the Company. Ms. Pennell will continue to serve
as Vice President and Controller and as the Company's Principal Accounting
Officer.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Employment Agreement, dated January 21, 2021, by and between Vericel
Corporation and Joseph Mara.
99.1 Press Release of Vericel Corporation, dated January 25, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL)
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