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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]

Pay versus Performance

 

Pursuant to the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are required to provide the following information regarding the relationship between executive compensation paid to our named executive officers and Vericel’s financial performance for each of the last four completed calendar years. In determining the Compensation Actually Paid (or “CAP”) to our Principal Executive Officer, who is our CEO, and our other named executive officers, we are required to make various adjustments to the amounts that have been previously reported in the Summary Compensation Table, as summarized below. The CAP amounts reflected in the table below do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable year. For information regarding decisions made by our Compensation Committee with respect to executive compensation, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.

                   Value of Initial $100
Investment Based On:
         
Year  Summary
Compensation
Table Total
for CEO
   Compensation
Actually
Paid to CEO(1)
   Average
Summary
Compensation
Table Total for
Other NEOs(2)
   Average
Compensation
Actually Paid
to Other
NEOs(1)(2)
   Vericel
TSR(3)
   NASDAQ
Biotechnology
Index TSR(3)
   Net
Income
($M)(4)
   Total Net
Revenue
($M)(5)
 
2023  $7,056,422   $11,004,671   $1,918,083      $2,851,774    $205                 $115         $-3         $198 
2022  $8,708,367   $905,166   $2,398,900   $467,192   $151   $111   $-17   $164 
2021  $13,183,295   $15,233,917   $3,459,670   $3,204,518   $226   $125   $-7   $156 
2020  $4,412,718   $10,300,425   $1,158,216   $1,740,344   $177   $126   $3   $124 
(1) To calculate CAP, the following amounts were deducted from and added to the applicable Summary Compensation Table total compensation:
 

 

      CEO
      2020   2021   2022   2023 
   Summary Compensation Table Total  $4,412,718   $13,183,295   $8,708,367   $7,056,422 
Less:  Grant Date Fair Value of Stock and Option Awards in the Covered Year  -$3,218,783   -$11,819,409   -$7,288,603   -$5,513,083 
Plus:  Fair Value at Year-End of Unvested Stock and Option Awards Granted in the Covered Year*  +$5,022,331   +$6,387,501   +$4,402,751   +$5,834,763 
Plus:  Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year*  +$522,347   +$1,618,248   +$724,137   +$711,181 
   Change in Fair Value of Unvested Stock and Option Awards Granted in Prior Years*  +$3,550,577   +$1,965,721   -$3,564,080   +$1,963,617 
   Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year*  +$11,235   +$3,898,560   -$2,077,406   +$951,771 
=  Compensation Actually Paid  $10,300,425   $15,233,917   $905,166   $11,004,671 

 

 

      Average of Other NEOs
      2020   2021   2022   2023 
   Summary Compensation Table Total  $1,158,216   $3,459,670   $2,398,900   $1,918,083 
Less:  Grant Date Fair Value of Stock and Option Awards in the Covered Year  -$714,993   -$2,945,499   -$1,748,862   -$1,198,907 
Plus:  Fair Value at Year-End of Unvested Stock and Option Awards Granted in the Covered Year*  +$756,348   +$1,626,544   +$1,056,425   +$1,275,999 
Plus:  Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year*  +$83,133   +$271,626   +$173,955   +$147,705 
   Change in Fair Value of Unvested Stock and Option Awards Granted in Prior Years*  +$636,734   +$299,760   -$902,246   +$445,775 
   Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year*  +$5,675   +$594,099   -$510,980   +$263,119 
Less:  Fair Value of Stock and Option Awards Forfeited During the Covered Year*  -$184,769   -$101,683   +$0   +$0 
=  Compensation Actually Paid  $1,740,344   $3,204,518   $467,192   $2,851,774 

 

 * All stock option valuations included in “Compensation Actually Paid” values were performed using the Black-Scholes option pricing model in a manner generally consistent with the process used to determine stock option grant date fair values under FASB ASC Topic 718 (refer to our Annual Report on Form 10-K for the year ending December 31, 2023 for additional detail).

(2) The other NEOs in each covered year were as follows: 2023 – Joe Mara, Michael Halpin, Jonathan Hopper, Sean Flynn; 2022 – Joe Mara, Michael Halpin, Sean Flynn, Jonathan Hopper; 2021 – Joe Mara, Michael Halpin, Sean Flynn, Jonathan Hopper, Sandra Pennell; 2020 – Michael Halpin, Sean Flynn, Jonathan Hopper, Gerard Michel, Sandra Pennell.

(3) TSR is cumulative for the measurement period, calculated in accordance with Item 201(e) of Regulation S-K. Our TSR Peer Group are members of the NASDAQ Biotechnology Index.
(4) Reflects net Income as shown in the Company’s Annual Report on Form 10-K for the years ending on December 31, 2023, 2022, 2021 and 2020.
(5) Reflects total net revenue, the “company-selected measure” as shown in the Company’s Annual Report on Form 10-K for the years ending on December 31, 2023, 2022, 2021 and 2020.
     
Company Selected Measure Name Total Net Revenue      
Named Executive Officers, Footnote [Text Block] The other NEOs in each covered year were as follows: 2023 – Joe Mara, Michael Halpin, Jonathan Hopper, Sean Flynn; 2022 – Joe Mara, Michael Halpin, Sean Flynn, Jonathan Hopper; 2021 – Joe Mara, Michael Halpin, Sean Flynn, Jonathan Hopper, Sandra Pennell; 2020 – Michael Halpin, Sean Flynn, Jonathan Hopper, Gerard Michel, Sandra Pennell.      
Peer Group Issuers, Footnote [Text Block] TSR is cumulative for the measurement period, calculated in accordance with Item 201(e) of Regulation S-K. Our TSR Peer Group are members of the NASDAQ Biotechnology Index.      
PEO Total Compensation Amount $ 7,056,422 $ 8,708,367 $ 13,183,295 $ 4,412,718
PEO Actually Paid Compensation Amount [1] $ 11,004,671 905,166 15,233,917 10,300,425
Adjustment To PEO Compensation, Footnote [Text Block]

 

      CEO
      2020   2021   2022   2023 
   Summary Compensation Table Total  $4,412,718   $13,183,295   $8,708,367   $7,056,422 
Less:  Grant Date Fair Value of Stock and Option Awards in the Covered Year  -$3,218,783   -$11,819,409   -$7,288,603   -$5,513,083 
Plus:  Fair Value at Year-End of Unvested Stock and Option Awards Granted in the Covered Year*  +$5,022,331   +$6,387,501   +$4,402,751   +$5,834,763 
Plus:  Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year*  +$522,347   +$1,618,248   +$724,137   +$711,181 
   Change in Fair Value of Unvested Stock and Option Awards Granted in Prior Years*  +$3,550,577   +$1,965,721   -$3,564,080   +$1,963,617 
   Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year*  +$11,235   +$3,898,560   -$2,077,406   +$951,771 
=  Compensation Actually Paid  $10,300,425   $15,233,917   $905,166   $11,004,671 
     
Non-PEO NEO Average Total Compensation Amount [2] $ 1,918,083 2,398,900 3,459,670 1,158,216
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2] $ 2,851,774 467,192 3,204,518 1,740,344
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

      Average of Other NEOs
      2020   2021   2022   2023 
   Summary Compensation Table Total  $1,158,216   $3,459,670   $2,398,900   $1,918,083 
Less:  Grant Date Fair Value of Stock and Option Awards in the Covered Year  -$714,993   -$2,945,499   -$1,748,862   -$1,198,907 
Plus:  Fair Value at Year-End of Unvested Stock and Option Awards Granted in the Covered Year*  +$756,348   +$1,626,544   +$1,056,425   +$1,275,999 
Plus:  Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year*  +$83,133   +$271,626   +$173,955   +$147,705 
   Change in Fair Value of Unvested Stock and Option Awards Granted in Prior Years*  +$636,734   +$299,760   -$902,246   +$445,775 
   Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year*  +$5,675   +$594,099   -$510,980   +$263,119 
Less:  Fair Value of Stock and Option Awards Forfeited During the Covered Year*  -$184,769   -$101,683   +$0   +$0 
=  Compensation Actually Paid  $1,740,344   $3,204,518   $467,192   $2,851,774 
     
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid versus TSR 2020-2023

 

 

     
Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid versus Net Income 2020-2023

 

     
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid versus Revenue 2020-2023

 

     
Total Shareholder Return Vs Peer Group [Text Block]

 

     
Tabular List [Table Text Block]

Tabular List of Financial Performance Measures

 

The following measures in our assessment represent the most important financial performance measures that link compensation actually paid to our named executive officers, for 2023, to Vericel’s performance:

 

Total Net Revenue
Stock Price
Budget expense (excluding depreciation, amortization and stock-based compensation, and unusual one-time expenses or changes in accounting methodology)
     
Total Shareholder Return Amount [3] $ 205 151 226 177
Peer Group Total Shareholder Return Amount [3] 115 111 125 126
Net Income (Loss) Attributable to Parent [4] $ (3,000,000) $ (17,000,000) $ (7,000,000) $ 3,000,000
Company Selected Measure Amount [5] 198,000,000 164,000,000 156,000,000 124,000,000
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name Total Net Revenue      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Stock Price      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name Budget expense (excluding depreciation, amortization and stock-based compensation, and unusual one-time expenses or changes in accounting methodology)      
PEO [Member] | Grant Date Fair Value of Stock and Option Awards in the Covered Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (5,513,083) $ (7,288,603) $ (11,819,409) $ (3,218,783)
PEO [Member] | Fair Value at Year-End of Unvested Stock and Option Awards Granted in the Covered Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [6] 5,834,763 4,402,751 6,387,501 5,022,331
PEO [Member] | Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [6] 711,181 724,137 1,618,248 522,347
PEO [Member] | Change in Fair Value of Unvested Stock and Option Awards Granted in Prior Years        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [6] 1,963,617 (3,564,080) 1,965,721 3,550,577
PEO [Member] | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [6] 951,771 (2,077,406) 3,898,560 11,235
Non-PEO NEO [Member] | Grant Date Fair Value of Stock and Option Awards in the Covered Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,198,907) (1,748,862) (2,945,499) (714,993)
Non-PEO NEO [Member] | Fair Value at Year-End of Unvested Stock and Option Awards Granted in the Covered Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [6] 1,275,999 1,056,425 1,626,544 756,348
Non-PEO NEO [Member] | Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [6] 147,705 173,955 271,626 83,133
Non-PEO NEO [Member] | Change in Fair Value of Unvested Stock and Option Awards Granted in Prior Years        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [6] 445,775 (902,246) 299,760 636,734
Non-PEO NEO [Member] | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [6] 263,119 (510,980) 594,099 5,675
Non-PEO NEO [Member] | Fair Value of Stock and Option Awards Forfeited During the Covered Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [6] $ 0 $ 0 $ (101,683) $ (184,769)
[1] To calculate CAP, the following amounts were deducted from and added to the applicable Summary Compensation Table total compensation:
[2] The other NEOs in each covered year were as follows: 2023 – Joe Mara, Michael Halpin, Jonathan Hopper, Sean Flynn; 2022 – Joe Mara, Michael Halpin, Sean Flynn, Jonathan Hopper; 2021 – Joe Mara, Michael Halpin, Sean Flynn, Jonathan Hopper, Sandra Pennell; 2020 – Michael Halpin, Sean Flynn, Jonathan Hopper, Gerard Michel, Sandra Pennell.
[3] TSR is cumulative for the measurement period, calculated in accordance with Item 201(e) of Regulation S-K. Our TSR Peer Group are members of the NASDAQ Biotechnology Index.
[4] Reflects net Income as shown in the Company’s Annual Report on Form 10-K for the years ending on December 31, 2023, 2022, 2021 and 2020.
[5] Reflects total net revenue, the “company-selected measure” as shown in the Company’s Annual Report on Form 10-K for the years ending on December 31, 2023, 2022, 2021 and 2020.
[6] All stock option valuations included in “Compensation Actually Paid” values were performed using the Black-Scholes option pricing model in a manner generally consistent with the process used to determine stock option grant date fair values under FASB ASC Topic 718 (refer to our Annual Report on Form 10-K for the year ending December 31, 2023 for additional detail).