VERICEL CORPORATION

VERICEL CORPORATION - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Soliciting Material under §240.14a-12

VERICEL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Transforming lives through the power of
innovative cell therapies and specialty biologics





	Message from Our President and Chief Executive Officer

“The Company executed extremely well in 2025, delivering a strong financial performance and achieving key strategic objectives that position the Company for significant and sustained growth.”

Dear Shareholder:

Vericel delivered another strong year of financial and business results in 2025 as the Company achieved record full-year revenue of $276.3 million, maintaining its 20% compound annual total revenue growth rate since the launch of MACI^®. The Company also delivered top-tier profitability metrics as our revenue growth, operating leverage and continued expense management generated an increase in gross margin to 74% for the full year and $70.9 million of adjusted EBITDA, representing full-year growth of 33% over the prior year. Importantly, the Company’s strong commercial and financial performance generated full-year GAAP net income of $16.5 million, representing the second consecutive year of GAAP profitability for the Company and 59% net income growth over the prior year. Finally, we ended the year with approximately $200 million in cash and investments and no debt, as we continue to elevate the Company’s top-tier financial profile.

The Company’s financial performance in 2025 was led by MACI, with record full-year MACI revenue of $239.5 million, representing 21% growth over the prior year and the third consecutive year of 20% or more growth for the product. MACI had a strong close to the year in the fourth quarter achieving the highest ever quarterly number of MACI implants, implanting surgeons, surgeons taking biopsies and biopsies. MACI’s leadership position in the cartilage repair market has continued to strengthen, as MACI has generated a compound annual growth rate of 24% since we launched the product in 2017. In addition, more than 20,000 patients have now been treated with MACI in the U.S. We believe that MACI’s strong clinical profile, together with the surgeon and patient benefits of a simpler, less invasive surgery will continue to drive the product’s growth moving forward.

MACI’s performance was driven in part by the uptake of MACI Arthro^®, which is designed to treat smaller cartilage defects on the femoral condyle of the knee and represents the largest segment of MACI’s overall addressable market. During 2025, our commercial and clinical teams were very successful in training both new and existing MACI surgeons on the MACI Arthro technique and have now trained approximately 1,000 surgeons to date. Notably, among this trained surgeon population we have seen an inflection in MACI biopsy and implant growth. We believe that these positive trends are driven by the fact that MACI Arthro is a less invasive procedure with the potential for improved patient outcomes. Notably, growth in the small condyle defect segment accelerated in MACI Arthro’s first full year on the market in 2025, as this segment became one of MACI’s highest implant and biopsy growth segments. We believe these positive trends, coupled with a 30% expansion in our sales force, will drive sustained strong growth for MACI in the years ahead.

The Company also made substantial progress on its operational and lifecycle management goals during 2025 as we continue to position the Company for sustained long-term growth. We initiated the Phase 3 MACI Ankle MASCOT clinical study in the fourth quarter. A potential MACI Ankle indication represents the second largest market opportunity for MACI outside the knee, with an estimated addressable market of more than $1 billion, and would also enable the Company to expand into other areas of the orthopedics market.

The Company also received FDA approval for MACI commercial manufacturing at its new state-of-the-art advanced cell therapy manufacturing facility in March 2026. In addition to significantly increasing our cell therapy manufacturing capacity to support the long-term growth of MACI and Epicel^®, the new facility is designed to meet both U.S. and global manufacturing requirements, which provides strategic flexibility to potentially commercialize MACI outside the U.S. We are taking a staged approach to MACI’s international expansion, with the first phase targeting a planned launch in the United Kingdom in 2027.

For 2025, our Burn Care franchise achieved total revenue of $36.8 million, consisting of $32.1 million of Epicel revenue and $4.7 million of NexoBrid^®revenue. Epicel remains an important treatment option for severe burn patients in the United States. NexoBrid uptake continues to increase at burn centers across the country since its commercial launch at the end of 2023. The addition of NexoBrid to our commercial portfolio has expanded the addressable market for our Burn Care franchise and we believe that our larger commercial footprint will continue to drive both NexoBrid uptake and increased Epicel utilization.

Overall, the Company executed extremely well in 2025, delivering a strong financial performance and achieving key strategic objectives that position the Company for significant and sustained growth. In 2026, we expect another year of strong revenue and profit growth, driven primarily by the continued strength of our MACI business and the continued utilization of our Burn Care products. Given the momentum in our business, the significant market opportunities for our products and our strong financial profile, we believe that Vericel is very well positioned for sustained long-term growth in the years ahead.

On behalf of our executive leadership team and Board of Directors, I would like to thank our patients who inspire us, our employees for their dedication, and our customers and shareholders for your continued support. We look forward to continued success in 2026 and in the years ahead.

Sincerely,

Dominick Colangelo
President and Chief Executive Officer

Message from Our President and Chief Executive Officer 2





	Notice of Virtual Annual Meeting of Shareholders

Background

DATE AND TIME

April 29, 2026, at
9:00 a.m. Eastern Time

LOCATION

Via a live audio webcast at
www.virtualshareholdermeeting.com/VCEL2026

WHO CAN VOTE

You may vote at the Annual Meeting if you were a shareholder of record at the close of business on March 6, 2026

Voting Items

Page 20

To elect seven (7) directors, each to serve a term of one year, expiring at the 2027 annual meeting

FOR each director nominee

Page 45

To approve, on an advisory basis, the compensation of our named executive officers

FOR

Page 70

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026

FOR

Dear Shareholder of Vericel Corporation:

You are cordially invited to attend the Virtual Annual Meeting of Shareholders of Vericel Corporation (the “Annual Meeting”), a Michigan corporation. The Annual Meeting will be held on Wednesday, April 29, 2026, at 9:00 a.m. Eastern Time, via a live audio webcast at www.virtualshareholdermeeting.com/VCEL2026. A list of shareholders entitled to vote at the Annual Meeting will be available for inspection by any shareholder at our offices in Burlington, Massachusetts during ordinary business hours for a period of 10 days prior to the meeting. This list will also be available for shareholders to view online at the time of the meeting.

Shareholders will also consider such other business as may properly come before the Annual Meeting and any adjournment thereof.

By Order of the Board of Directors,

Sean Flynn

Chief Legal Officer
Burlington, Massachusetts
March 19, 2026

Voting Methods

INTERNET OR TELEPHONE

Follow the instructions on your proxy card and at www.proxyvote.com

MAIL

Vote, sign and return the proxy card to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717

ONLINE AT THE ANNUAL MEETING

www.virtualshareholdermeeting.com/VCEL2026

If you attend the Annual Meeting, you may vote during the meeting even if you have previously voted via the Internet, by telephone, or by returning your proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VERICEL 2026 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2026

The Notice of Virtual Annual Meeting of Shareholders, Proxy Statement, proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at www.vcel.com by following the link for “Investor Relations.” To obtain more information concerning how to attend the Annual Meeting via the live audio webcast, please contact Vericel Corporation at (617) 588-5555.

Whether or not you plan to attend the Annual Meeting, please promptly complete your proxy as indicated above in order to ensure representation of your shares. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed in your Notice and in this Proxy Statement.





	Table of Contents

Message from Our President and Chief Executive Officer		1
Notice of Virtual Annual Meeting of Shareholders		3
Proxy Overview		5
Corporate Governance		20
	Proposal 1: Election of Directors	20
Board’s Skills and Experience		24
Board’s Role and Responsibilities		32
Board Structure		37
Board Practices, Policies and Processes		40
Compensation of Directors		42
Executive Compensation		45
	Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers	45
Vericel’s Executive Officers		46
Compensation Discussion and Analysis		48
Compensation Committee Report		60
Executive Compensation Tables		61
CEO Pay Ratio		67
Pay versus Performance		67
Audit Matters		70
	Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	70
Fees of Independent Registered Public Accounting Firm		71
Pre-Approval Policy		71
Report of the Audit Committee		71
Information About Stock Ownership		72
Additional Information		74

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	Proxy Overview

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Vericel Corporation (the “Board of Directors” or the “Board”), a Michigan corporation, for use at the Annual Meeting of Shareholders to be held on Wednesday, April 29, 2026, at 9:00 a.m. Eastern Time, via a live audio webcast at www.virtualshareholdermeeting.com/VCEL2026 or at any adjournments or postponements thereof. An Annual Report to Shareholders, containing financial statements for the year ended December 31, 2025, and this Proxy Statement are being made available to all shareholders entitled to vote at the Annual Meeting. This Proxy Statement and the form of proxy were first made available to shareholders on or about March 19, 2026. Unless the context requires otherwise, references to “we,” “us,” “our,” the “Company,” and “Vericel” refer to Vericel Corporation.

This overview highlights certain information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more information about our business and 2025 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026.

About Vericel

Vericel is a leading provider of advanced therapies for the sports medicine and severe burn care markets. We maintain a highly differentiated portfolio of cell therapy and specialty biologic products, which combine innovations in biology with medical technologies. We were among the first companies to achieve commercial success in the complex field of cell therapies with treatments that use tissue engineering to regenerate skin and healthy knee cartilage.

Today, we are known for putting a patient’s own cells to work — and working for each of our patients. We deliver our therapies with personalized care and attention. This approach has created many promising possibilities for expanding our portfolio. As we grow, our purpose remains the same: to produce therapies as individual as the people who need them.

We currently market three products in the United States:

SPORTS MEDICINE

SEVERE BURN CARE

MACI^®(autologous cultured chondrocytes on porcine collagen membrane) is an autologous cellularized scaffold product indicated for the repair of symptomatic, single or multiple full-thickness cartilage defects of the knee with or without bone involvement in adults.

In connection with our MACI product, we sell (1) MACI biopsy kits, which are used by treating surgeons to provide a sample of cartilage tissue to us, which can later be used to manufacture a MACI implant, and (2) MACI Arthro^® instruments, which can be used by an orthopedic surgeon to deliver MACI to a treated patient using an arthroscopic approach.

Epicel^® (cultured epidermal autografts) is a permanent skin replacement for the treatment of patients with deep dermal or full thickness burns greater than or equal to 30% of total body surface area.

We also hold an exclusive license for North American rights to NexoBrid^® (anacaulase-bcdb), a botanical drug product containing proteolytic enzymes, which is indicated for the removal of eschar in adult and pediatric patients with deep partial-thickness and/or full-thickness thermal burns.

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Our portfolio is unique in that there are significant barriers to entry for competitive products. For MACI and Epicel, which are regulated as combination biologic/device products by the FDA, there are no established generic biosimilar or 510(k) pathways to enter the market, so future entrants will almost certainly be required to follow a standard clinical trial pathway, which is challenging and the results of which are often uncertain. We believe there are no similarly situated competitors in either of these markets in the near-term.

Our Products: Advanced Therapies for the Sports Medicine and Severe Burn Care Markets

SPORTS MEDICINE

Our lead product is MACI, an advanced cell therapy product that uses a patient’s own cells to repair damaged cartilage tissue and restore function in the knee. We launched MACI in 2017 for the treatment of cartilage defects in the knee, and MACI is now the leading restorative cartilage repair product in the sports medicine market, and the only FDA-approved product in its class. MACI is produced from a patient’s own cells, which are obtained from a biopsy of healthy cartilage, expanded and placed onto a resorbable porcine collagen membrane that is implanted into the area of the cartilage defect through a minimally-invasive outpatient surgical procedure.

Since its commercial launch, a treating surgeon has been able to use MACI to treat a patient through an open surgical procedure. In August 2024, the FDA approved a supplemental Biologics License Application expanding the MACI indication to add instructions for the arthroscopic delivery of MACI to the product’s approved labelling. MACI Arthro provides a less invasive technique compared to the open arthrotomy approach and allows surgeons to evaluate, prepare and treat cartilage defects and deliver the MACI implant under direct arthroscopic visualization and, should the surgeon so choose, to use specialized and custom-designed instruments through small incisions or portals. We believe the arthroscopic delivery of MACI may increase the ease of MACI’s use for physicians and may reduce both the length of the procedure as well as the procedure-induced trauma, which may result in a reduction of a patient’s post-operative pain and accelerate a patient’s recovery. Importantly, we believe MACI Arthro will drive continued strong growth for the product, as it provides an opportunity to increase the product’s penetration into the largest segment of overall MACI addressable market, smaller defects (2-4 cm²) located in the femoral condyle region of the knee. We have already seen a significant increase in both MACI biopsies and MACI implants performed by those orthopedic surgeons who have engaged in MACI Arthro training and education programs to date.

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We also are focused on delivering MACI treatment to patients suffering from cartilage defects in the ankle, which represents largest market opportunity for MACI outside of the knee. Following an application to the FDA, we received Investigational New Drug (“IND”) clearance for MACI’s use in the ankle during the second quarter of 2025, and during the fourth quarter of 2025 we initiated a Study of MACI in Patients Aged 17 to 65 with Symptomatic Chondral or Osteochondral Defects of the Talus (“MASCOT”). MASCOT is a two-year prospective, multicenter, two-arm, parallel group open-label trial in which a total of 309 subjects, aged 17 to 65 will be randomized using a 2:1 ratio to receive a one-time treatment in the talus with MACI or arthroscopic bone marrow stimulation. MASCOT is the first randomized, controlled clinical trial evaluating MACI for the treatment of Osteochondral Lesions of the Talus (“OLT”). There are approximately 165,000 ankle resurfacing procedures conducted in the U.S. each year. Approximately 66,000 of those patients each year are considered clinically appropriate for MACI by surgeons. We estimate that approximately 18,000 of those patients suffer from larger ankle cartilage lesions, resulting in an increase of MACI’s addressable market. If approved, we believe MACI’s label expansion allowing its use to repair cartilage defects in the ankle will be a significant long-term growth driver for the product in the coming years and would enable the Company to potentially expand into other orthopedic markets.

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SEVERE BURN CARE

In the burn care market, our products are focused on the treatment of hospitalized patients with severe burns. For these patients, the treatment pathway entails first removing the damaged burn tissue, or eschar, and then covering the wound area to close the wound. NexoBrid, which we launched in the U.S. in 2023, is an orphan biologic product containing proteolytic enzymes that is indicated for the removal of eschar in adult and pediatric patients with deep partial and/or full-thickness thermal burns. NexoBrid satisfies an unmet need in burn treatment by selectively degrading eschar over the course of four hours while preserving viable tissue. The advantages of removing tissue damaged from burns while preserving viable skin are significant and NexoBrid’s clinical results, which underpin its FDA approval, are compelling in terms of long-term healing outcomes.

Epicel is the only cultured epidermal autograft product approved by the FDA for the treatment of adult and pediatric patients with deep dermal or full-thickness burns greater than or equal to 30% of their total body surface area. Epicel is a permanent skin replacement produced from a patient’s own skin cells, which are obtained from two postage stamp-sized biopsies of healthy skin, expanded to form skin grafts, and placed onto the burn wound site. With leading products that address both aspects of the treatment pathway, we believe we have the premiere portfolio in the severe burn care market.

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Our Total Addressable Market and Opportunity to Deliver Sustained Long-Term Growth

We believe our differentiated products and continued innovation position us to capitalize on large underpenetrated markets with a total addressable market opportunity expanding to over $5.5 billion in the years ahead.

We are the market leader in knee cartilage repair. There are more than 750,000 knee cartilage repair surgical procedures performed each year in the U.S. Of these, approximately 315,000 patients have cartilage defects that are covered by the current MACI label. Based on defect characteristics, surgeons that have implanted MACI consider approximately 125,000 of these patients clinically appropriate for MACI. Approximately 60,000 of the eligible patients have larger lesions that we believe are likely to secure insurance authorization for MACI. Given the number of cartilage injuries, the knee cartilage repair market represents a significant commercial opportunity for MACI, and we estimate that our current overall MACI target addressable market exceeds $4 billion. We expect to further enhance our growth profile and reinforce our position as a premiere high-growth sports-medicine business by continuing to drive uptake of the core MACI open procedure through broader and deeper utilization by our surgeon customers, which we expect to amplify following our recent launch of MACI Arthro, and the 2025 expansion of our MACI commercial sales force by approximately 30%.

We are also focused on expanding our core MACI business by evaluating opportunities to expand MACI to other joints, beginning with a potential MACI Ankle™ indication. MACI Ankle represents the largest cartilage repair opportunity outside of the knee, and an addressable market of approximately $1 billion. We successfully initiated the randomized, controlled MASCOT trial during the fourth quarter of 2025, which will evaluate MACI for the treatment of osteochondral lesions of the talus, versus bone marrow stimulation. If approved, we believe MACI’s expansion into the ankle will be another significant longer-term growth driver for the product in the years ahead.

We continue to drive our second high-growth franchise in burn care with the continued uptake of NexoBrid following its commercial launch in late 2023 and the increased utilization of Epicel in the U.S. We estimate that there are approximately 600 surviving patients in the U.S. each year with full-thickness burns greater than 40% of total body surface area that are candidates for treatment with Epicel, representing a potential market opportunity of $300 million per year. Similarly, we estimate that there are approximately 40,000 hospitalized burn patients in the U.S. each year, the majority of whom will require eschar removal and are candidates for treatment with NexoBrid, representing a potential and incremental market opportunity of $300 million per year.

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Business Highlights

Growth Strategy Leverages Near-Term & Long-Term Opportunities

	Strong Financial Profile		Expanding Core Portfolio

• Total net revenue growth of 16.5% to $276.3 million in 2025 • Gross margin expansion in 2025 to 74% • GAAP net income of $16.5 million in 2025, equating to full-year growth of 59% versus the prior year and representing the second consecutive year of GAAP net profitability • Full-year non-GAAP adjusted EBITDA* growth of 33% to $70.9 million, or 26% of total net revenue, driving operating cash flow to $51.9 million in 2025 • Nearly $200 million in cash and investments and no debt as of December 31, 2025		• Remain on track to initiate commercial manufacturing for MACI in our new facility this year, which is designed to meet both U.S. and global manufacturing requirements and will allow the Company to commercialize MACI outside the U.S. • Focused on obtaining regulatory and marketing approval for MACI in the United Kingdom and, if successful, anticipate commercializing MACI in the United Kingdom in 2027 • Initiated MACI Ankle (MASCOT) clinical trial during the fourth quarter of 2025

	High-Growth Sports Medicine Franchise		Expand Leadership in Severe Burn Care

• Market leader in knee cartilage repair • 21% MACI revenue growth in 2025 to $239.5 million, representing the third consecutive year of $20%+ MACI revenue growth • 24% compound annual growth rate for MACI since product launch in 2017 • 30% sports medicine sales force expansion in 2025 • FDA Approval and launch of MACI Arthro in 2024 • Continued strong growth in MACI surgeons and MACI biopsies		• NexoBrid launched commercially in Q4 2023 • NexoBrid pediatric indication achieved in Q3 2024 • High surgeon interest in NexoBrid

We believe that our product portfolio provides an exceptionally solid foundation to deliver sustained strong revenue and profitability growth in the years ahead. We expect to further enhance our profile by reinforcing our position as a premier high-growth sports medicine business as we expand our leadership position in the knee cartilage repair market by maximizing certain MACI growth drivers within the product’s current indication, expanding MACI’s indication to encompass new treatment targets, and creating a second high-growth franchise in burn care with the continued growth and utilization of NexoBrid and Epicel.

We have completed construction of a new state-of-the-art advanced cell therapy manufacturing and corporate headquarters facility in the Greater Boston area, which we completely self-funded from our existing cash position. In March 2026, we announced that the FDA has now qualified and approved the facility for commercial MACI manufacturing, which we expect will begin in the second quarter of 2026. The 125,000 ft²facility significantly increases our cell therapy manufacturing capacity to support the long-term growth of our commercial products. Importantly, the new facility is designed to meet both U.S. and global manufacturing requirements, which provides strategic flexibility to potentially commercialize MACI outside the U.S. and expand our geographic footprint. To that end, the Company is initiating a staged approach to our MACI international expansion, with the first phase targeting a planned MACI launch in the United Kingdom. The United Kingdom represents an ideal first step for international expansion with a clearly defined regulatory pathway, a high level of awareness and surgeon advocacy for MACI given that the product was previously marketed in the country and maintains an established reimbursement pathway and concentrated points of care at centers of excellence. We expect to submit a marketing application in the middle of this year and potentially launch MACI in the United Kingdom in the first half of 2027, as we seek to expand the long-term growth and value creation opportunities for the Company.

*	For more information concerning Vericel’s presentation of non-GAAP measures, including a reconciliation of reported net income (GAAP) to adjusted EBITDA (non-GAAP), please refer to the Company’s discussion of “GAAP versus non-GAAP Measures”, on page 78 of this Proxy Statement.

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Financial Highlights

Continued Strong Revenue and Profit Growth Across the Organization

TOP-TIER TOTAL NET REVENUE GROWTH

•	Durable growth platform equating to multiple years of top-tier revenue growth
•	Significantly underpenetrated markets diversified across two franchises
•	Strong reimbursement profiles
•	Nearly $200 million in cash and investments and no debt as of December 31, 2025

NET INCOME		ADJUSTED EBITDA*

•	Converting strong revenue growth into cash flow generation
•	Adjusted EBITDA* growth of 33% during 2025
•	GAAP net income positive for second consecutive year, including $16.5 million of net income in 2025
•	22 consecutive quarters with positive adjusted EBITDA* and Operating Cash Flow through Q4 2025

*	For more information concerning Vericel’s presentation of non-GAAP measures, including a reconciliation of reported net income (GAAP) to adjusted EBITDA (non-GAAP), please refer to the Company’s discussion of “GAAP versus non-GAAP Measures”, on page 78 of this Proxy Statement.

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Our Commitment to Our People and Patients

We are passionate, not only about serving the patients and healthcare professionals who use our products, but also about our continuing commitment to our employees.

Patients

Access to Our Products

•	More than 23,000 patients have benefited from our innovative advanced cell therapy and specialty biologics products to date.
•	In 2024, we achieved FDA approval of, and commercially launched, MACI Arthro, a custom arthroscopic delivery system for MACI, which we believe will increase MACI’s ease of use for surgeons and reduce both the length of the procedure and the post-operative pain and recovery time for patients.
•	In 2025, we initiated the randomized, controlled MASCOT trial to evaluate MACI’s use in the ankle. If approved, MACI Ankle™ will enable patients suffering from cartilage defects in the ankle to be treated with MACI.
•	We have established a patient support program with dedicated case managers who provide services related to coordination of patient insurance benefits.

Product, Quality & Safety

•	We have established a Quality Management System, which ensures the highest quality standards for our products.
•	No documented cGMP violations or FDA enforcement actions with respect to any of our operations over the past six years.

People

Compensation and Rewards Program

•	Pay equity is a core tenet of our compensation philosophy, and internal analyses are conducted regularly to maintain consistency in the administration of these programs.
•	Components of our compensation and rewards programs include competitive base salary, performance-based bonus targets to incentivize individuals towards the achievement of personal and corporate goals, long-term equity incentive compensation in the form of stock option and RSU grants, and additional employee appreciation programs and events.

Benefit Programs and Employee Wellness

We strive to provide employees with a comprehensive offering of programs to support health and wellness, including:

	healthcare;			tuition assistance;
	dental and vision insurance;			paid time off and leave programs;
	flexible spending accounts;			fitness membership subsidies;
	employee assistance counseling and education programs;			company contributions to employee 401(k) accounts; and
	life and accidental death and dismemberment insurance;			other programs designed to foster employee health and well-being.

We offer our employees internal development and advancement opportunities and encourage continued learning through internal and external programs and educational institutions.

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Corporate Governance

Board Independence and Composition

•	6 out of 7 current directors are independent

6/7

independent directors

•	2 out of 7 current directors (29%) are women

2/7

female directors

•	100% independent committee members

100%

independent committee members

•	Executive sessions of independent directors at each meeting
•	Board and committees may engage outside advisers independently of management
•	Independent Chairman of the Board with clearly delineated duties and robust authority

Ethics & Compliance

•	Establish and maintain a culture of compliance, including a comprehensive Compliance Program consistent with applicable industry and regulatory guidance
•	Maintain and enforce corporate policies and procedures governing our interactions with healthcare professionals as well as the appropriate promotion of the benefits and risks associated with our products
•	Robust compliance training and effective monitoring and auditing procedures are performed by members of the Vericel legal and compliance team
•	Engage with third-party partners to proactively identify and address compliance-related trends as well as state and federal legal and regulatory updates that apply to our business

Board Performance Oversight Role

•	Oversight of key risk areas and certain aspects of risk management efforts, such as strategic plan development and execution, executive succession planning, cybersecurity, human capital management and the overall management process
•	Oversight of executive compensation programs to align with long-term strategies

Board and Committee Meetings Attendance

	•	100% director attendance at our 2025 annual meeting of shareholders

	•	All directors attended at least 85% of the meetings of the Board during 2025

	•	All directors attended 100% of the meetings of the committees on which they served during 2025

Other Board Practices

•	Annual Board and committee self-evaluations
•	Board education on key topics, including SEC compliance, cybersecurity, and the use of artificial intelligence

Shareholder Rights

•	Annual election of directors
•	No shareholder rights plan or “poison pill”

Policies, Programs and Guidelines

•	Maintain a robust and comprehensive Code of Business Conduct and Ethics
•	Policy preventing the hedging or pledging of our shares by directors and executive officers
•	Commitment to diversity of the Board in terms of specific skills and demographics (including expertise, race, ethnicity and gender)
•	As of December 31, 2025, all officers and non-employee directors were in compliance with the requirements of the Company’s robust Stock Ownership Guidelines
•	Implementation of comprehensive Corporate Governance Guidelines
•	Updated Policy for the Recoupment of Erroneously Awarded Incentive Compensation (the “Clawback Policy”) adopted by the Board of Directors in 2023 to comply with the requirements of applicable law and Nasdaq listing rules
•	Amendment to the Charter of the Compensation Committee during 2023 to reflect its oversight of the Company’s implemented Deferred Compensation Program

Information Security & Privacy

•	Our integrated information technology systems are supported by policies aligned with the National Institute of Standards and Technology Cybersecurity Framework
•	During 2025, the Company continued its comprehensive efforts with outside experts to evaluate and enhance its cybersecurity incident response readiness

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PROPOSAL 1

Election of Directors

To elect seven (7) directors, each to serve a term of one year expiring at the 2027 annual meeting of shareholders.

The Board recommends a vote FOR each director nominee.

See page 20

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Board Snapshot	Skills and Experience

Shareholder Engagement

	Vericel greatly values the perspectives that we gain through direct engagement with our shareholders.	In 2025, our shareholder engagement included participation in multiple investor conferences and numerous individual investor meetings and calls on a variety of topics, such as business and financial performance, Company strategy and direction, executive compensation and product development and commercialization.

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PROPOSAL 2

Advisory Vote to Approve the Compensation of our Named Executive Officers

To vote on an advisory resolution to approve the compensation of Vericel’s named executive officers.

The Board recommends a vote FOR this proposal.

See page 45

2025 Financial and Business Performance


$276.3 million	33%*	$239.5 million
Record full-year total net revenue, continuing a 20% compound annual growth rate for Company revenue since 2017	Adjusted EBITDA year-over-year growth rate	MACI net revenue, representing 21% year-over-year growth and the third consecutive year of 20%+ growth


$70.9 million* Non-GAAP adjusted EBITDA	$16.5 million Second consecutive year of positive GAAP net income, and a 59% increase versus 2024	Nearly $200 million
		Cash and investments as of December 31, 2025, and no debt

*	For more information concerning Vericel’s presentation of non-GAAP measures, including a reconciliation of reported net income (GAAP) to adjusted EBITDA (non-GAAP), please refer to the Company’s discussion of “GAAP versus non-GAAP Measures”, on page 78 of this Proxy Statement.

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Elements of Compensation

The primary components of our executive officer compensation program are: (i) annual base salary; (ii) annual non-equity incentive compensation, which is based on the achievement of specified Company goals; and (iii) long-term equity incentive compensation in the form of periodic stock options and restricted stock unit (“RSU”) grants, with the objective of aligning the executive officers’ long-term interests with those of our shareholders.

Element	Target Mix	Strategy and Performance Alignment
Base Salary		Base salaries are established, in-part, based on the individual experience, skills and expected contributions of our executives, their performance during the prior year, and a comparison against peer group benchmarks.
Annual Non-Equity Incentive Compensation		The determination of annual incentives for our executives is tied to achieving our financial targets, advancing our commercial and development-stage products and accomplishing operational goals. • Commercial and Financial Performance Goals: 40% • Product Goals: 40% • Operational Goals: 20% Additional Upside Value Goal Opportunity (up to 15%)
Long-Term Equity Incentive Compensation		Long-term incentive compensation aligns employees with shareholders and further incentivizes our executive officers to drive stock price growth and allows them to share in any appreciation in the value of our common stock.

Performance Against Our 2025 Metrics

Our Goals		Our Metrics	Our Performance
	Commercial and Financial Performance Goals	Generate total net product revenue of at least $288.2 million
	Commercial and Financial Performance Goals	Achieve budget expense target of $220.3 million
	Product Goals	Achieve budgeted MACI goals of increasing number of biopsy surgeons and number of MACI Arthro implants; achieve unique Epicel biopsy center target; and achieve goal of obtaining NexoBrid orders at target burn centers
		Complete MACI, Epicel and NexoBrid long-term brand development initiatives
		Submit MACI Ankle IND to the FDA by Q2 2025 and initiate MASCOT trial by December 31, 2025
	Operational Goals	Complete manufacturing facility and key manufacturing/IT efficiency improvement initiatives
		Deliver employee programs that build upon Vericel’s high performing culture
	Upside Value Goals	Execute high-quality business development transaction

Met or Exceeded

Partially Met

Did not Meet

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Governance Features of Our Executive Compensation Program

		What We Do
		Pay with performance alignment
		Balance of short-and long-term incentive compensation programs and goals to support value creation
		Independent compensation consultant
		Annual say-on-pay vote
		Competitive benchmarking of executive pay
		Robust Stock Ownership Guidelines
		Enhanced Clawback Policy
		Shareholder engagement and consideration of shareholder input on executive pay practices

		What We Don’t Do
		No excessive perquisites
		No tax gross-ups on executive perquisites or on executive severance or change in control benefits
		No single-trigger change in control benefits
		No hedging or pledging permitted
		No supplemental company-paid retirement benefits
		No “evergreen” replenishment of shares
		No dividends or dividend equivalents on unearned equity awards
		No stock option repricing without prior shareholder approval

See pages 48-59 of this Proxy Statement for additional explanation of these governance features.

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PROPOSAL 3

Ratification of Appointment of Independent Registered Public Accounting Firm

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.

The Board recommends a vote FOR this proposal.

See page 70

The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as Vericel’s independent registered public accounting firm to audit the consolidated financial statements of Vericel for the fiscal year ending December 31, 2026. PwC has acted in such capacity since its appointment in fiscal year 1996.

As part of its duties, the Audit Committee considered the provision of services, other than audit services, during the fiscal year ended December 31, 2025 by PwC, our independent registered public accounting firm for that period, to ensure the firm maintains its independence. The following table sets forth the aggregate fees accrued by Vericel for the fiscal years ended December 31, 2024 and 2025, respectively, for PwC:

Name	Fiscal Year Ended December 31, 2024 ($)		Fiscal Year Ended December 31, 2025 ($)
Audit Fees	1,394,500	⁽¹⁾	1,640,000	⁽¹⁾
Audit Related Fees	—		—
Tax Fees	—		—
All Other Fees	2,000	⁽²⁾	2,000	⁽²⁾
Total	1,396,500		1,642,000

⁽¹⁾	The Audit Fees for the years ended December 31, 2024 and 2025 were for professional services rendered for the audits and reviews of the consolidated financial statements of Vericel, professional services rendered for issuance of consents, assistance with review of documents filed with the SEC and out-of-pocket expenses incurred.
⁽²⁾	All other Fees represent an annual license fee for technical accounting research software and the use of accounting disclosure checklists.

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	Corporate Governance

PROPOSAL 1

Election of Directors

The Board recommends a vote FOR the election of each nominee.

Overview

The Vericel Board of Directors provides oversight of, and strategic guidance to, our Company’s senior management. The core responsibility of a director is to fulfill his or her duties of care and loyalty and otherwise exercise his or her business judgment in the best interests of the Company and its shareholders. The Board is responsible for overseeing the Company’s officers, including the President and Chief Executive Officer, and for ensuring that management advances the interests of the shareholders through the operation of the Company’s business. The Board recognizes that it is management’s responsibility to carry out the policies and strategies approved by the Board and to manage and carry out the operation of the Company’s business. Our Board is committed to legal and ethical conduct in fulfilling its responsibilities and it expects all directors, as well as officers and employees of the Company, to adhere to Vericel’s Code of Business Conduct and Ethics, a copy of which is available on the Company’s website.

Our Board is committed to the continuous improvement of our corporate governance structure and enhancing the composition and effectiveness of the Board itself.

History of Commitment to Good Governance Practices

Independent Oversight

•

Independent Chair

•

6 of 7 director nominees and 100% of committee members are independent

•

Executive sessions of independent directors at each regularly scheduled Board and committee meeting

Enhanced Board Performance

•

Board and Committee annual evaluations and assessment of needed skills

•

Commitment to diversity and Board refreshment

•

Director education programs on timely topics

Shareholder Rights

•

No active Shareholder Rights Plan

•

Annual election of directors

•

Robust Stock Ownership Guidelines that apply to our non-employee directors and named executive officers and with which each of our directors and officers were in compliance as of December 31, 2025

Our Company’s Amended and Restated Bylaws (“Bylaws”) provide that the Board of Directors will consist of not less than five nor more than nine members, as fixed from time-to-time by a resolution of the Board, and that all directors will be elected annually. The Board currently consists of seven (7) directors. In accordance with its standard refreshment processes, discussed more fully below, the Board continues to assess its composition to ensure that it has the right balance of skills and operating experience to oversee long-term strategy and provide effective oversight. The persons named below as nominees for director will, if elected, each serve a term of one year expiring at the 2027 annual meeting of shareholders or until their successors are elected and qualified.

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Vote Required

The affirmative vote of a plurality of the total shares of common stock entitled to vote and be represented in person or by proxy is required for the election of each of the nominees. It is the intention of the persons named as proxies to vote such proxy FOR the election of all nominees, unless otherwise directed by the shareholder. The Board of Directors knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the Board may recommend in place of such nominee.

Shares present or represented and not so marked as to withhold authority to vote for a particular nominee will be voted in favor of a particular nominee and will be counted toward such nominee’s achievement of a plurality. Shares present at the meeting or represented by proxy where the shareholder properly withholds authority to vote for such nominee in accordance with the proxy instructions and “broker non-votes” will not be counted toward such nominee’s achievement of a plurality.

Board Refreshment and Succession Planning

The Company regularly examines the experience and expertise of our Board as a whole to ensure alignment between the Board’s abilities and our strategic priorities and long-range plan. We seek directors who will bring to the Board a deep and wide range of experiences in the business world and diverse problem-solving talents. The Company believes that the Board should represent an appropriate and relevant mix of skills, industry experience, backgrounds, ages and diversity (inclusive of race, gender and ethnicity). Typically, directors will be individuals who have demonstrated high achievement in business or another field, enabling them to provide strategic support and guidance to the Company. Particular areas of expertise include corporate strategy and development, commercial sales and marketing, commercial operations and execution, research and development, technical operations, familiarity with manufacturing biotechnology and medical device products, knowledge of the legal and compliance issues facing the life science industry, experience concerning the policies and procedures of public and private payers in the medical technology and biopharmaceutical space, corporate finance, financial and/or accounting expertise, organizational leadership, public company management and disclosure, corporate risk assessment and prior experience in the medical technology, biopharmaceutical and complex biologics industries.

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Identifying and Evaluating Candidates for Director

The Governance and Nominating Committee evaluates and recommends to the Board of Directors the nominees for each election of directors, as more fully described below. Its goal is to assemble a Board of Directors that brings to Vericel a variety of perspectives and skills derived from high quality business, professional and other relevant experience, while considering the appropriate size of both the Board and its committees. The full Board annually determines the diversity of specific skills and characteristics that could improve the overall quality and ability of the Board to carry out its oversight of the Company and other functions.

The Governance and Nominating Committee seeks director nominees with the talents and backgrounds that provide the Board with an appropriate mix of knowledge, skills and experience for the needs of Vericel’s business as a leader in the biotechnology and medical technology space, such as:

• Corporate strategy and development;

• Commercial sales and marketing;

• Commercial operations and execution;

• Research and development;

• Technical operations;

•

Issues specific to the biotechnology, life science and medical technology industries, including manufacturing, public and private payers, and legal and compliance;

• Corporate finance;

• Public company experience;

• Organizational leadership, development and management; and

• Corporate risk assessment and management, including cybersecurity-related issues

1	SUCCESSION PLANNING

The Governance and Nominating Committee evaluates the current Board composition and determines its succession planning needs, based on:

	•	assessing the skills, experience and contributions of continuing directors
	•	identifying any desired skills and experience of a new nominee in light of the criteria above
	•	balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective

2	IDENTIFICATION OF CANDIDATES

Qualified candidates are obtained through a variety of sources, including:

	•	Current Board members
	•	Research
	•	Third-party search firms

3	INDEPENDENCE AND BOARD COMPOSITION REQUIREMENTS

It is important that the Board composition meet applicable regulatory requirements:

	•	At least a majority of the members of the Board must meet the definition of “independent director” under the Nasdaq listing standards
	•	At least one member of the Audit Committee of the Board must meet the criteria for an “audit committee financial expert” as defined by SEC rules

The Governance and Nominating Committee also believes that it is appropriate for at least one member of Vericel’s management to participate as a member of the Board.

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4	MEET AND ENGAGE WITH CANDIDATES

Following the identification of one or more potential candidates to serve on the Board, the Governance and Nominating Committee:

	•	Reviews each candidate’s resume and any additional information concerning the candidate’s skills and qualifications
	•	Interviews each candidate (typically one or more members of the Governance and Nominating Committee, with participation by Vericel’s CEO and Chairman of the Board, if desired)

5	ASSESSMENT AND DECISION

Once the Governance and Nominating Committee identifies an individual to serve as a new director, it will typically:

	•	Commission an independent background check to confirm the candidate’s suitability to serve on Vericel’s Board
	•	Conduct a final assessment and share its findings and recommendation with all members of the Board

6	FORMAL NOMINATION

Once the Governance and Nominating Committee has reached a decision to invite a new member to the Board, it will make a formal recommendation to the Board for the candidate’s election. Following approval of Board resolutions to elect the new member, an invitation to join the Board will be extended to the candidate, normally by the Chairman of the Board.

Shareholder Recommendations

The Governance and Nominating Committee will evaluate any recommendation for director nominees proposed by a shareholder who: (i) has continuously held at least 1% of the outstanding shares of our common stock entitled to vote at the annual meeting for at least one year by the date the shareholder makes the recommendation; and (ii) undertakes to continue to hold the common stock through the date of the meeting. In order to be evaluated in connection with Vericel’s established procedures for evaluating potential director nominees, any recommendation for a director nominee submitted by a qualifying shareholder must be received by Vericel no later than 120 days prior to the anniversary of the date proxy statements were made available to shareholders in connection with the prior year’s annual meeting. Any shareholder recommendation for a director nominee must be submitted to the Chief Legal Officer, in writing, at 64 Sidney St., Cambridge, Massachusetts 02139, and must contain the following information:

•	A statement by the shareholder that he/she is the holder of at least 1% of our common stock and that the stock has been held for at least one year prior to the date of the submission and that the shareholder will continue to hold the shares through the date of the annual meeting;
•	The candidate’s name, age, contact information and current principal occupation or employment;
•	A description of the candidate’s qualifications and business experience during, at a minimum, the last five years, including the candidate’s principal occupation and employment and the name and principal business of any corporation or other organization at which the candidate was employed; and
•	The candidate’s resume.

The Governance and Nominating Committee will evaluate recommendations for director nominees submitted by directors, management or qualifying shareholders in the same manner, using the criteria stated above. For more information about director nominees proposed by shareholders, please see the Company’s Director Nominations Policy, which is available on our website, www.vcel.com.

All directors and director nominees will submit a completed director and officer questionnaire as part of the nominating process. The process may also include interviews and additional background and reference checks for non-incumbent nominees, at the discretion of the Governance and Nominating Committee.

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Board’s Skills and Experience

All of our director nominees exhibit high integrity, sound business judgment, innovative thinking, collegiality and a knowledge of corporate governance requirements and practices. As a group, our director nominees bring a balance of relevant skills and experience to our boardroom, including those listed below:

		Robert Zerbe, M.D.	Dominick Colangelo	Heidi Hagen	Alan Rubino	Kevin McLaughlin	Paul Wotton, Ph.D.	Lisa Wright
Prior BOD Experience		●	●	●	●	●	●		86%
	Industry Experience
Medical Technologies			●		●				29%
BioPharma		●	●	●	●	●	●	●	100%
Complex Biologics				●	●		●		43%
Payer								●	14%
Healthcare Operations								●	14%
	Functional Expertise
CEO/GM		●	●	●	●	●	●	●	100%
Finance			●		●	●		●	57%
Chief Operating Officer			●	●		●			43%
Marketing/Sales			●		●		●	●	57%
Research and Development		●					●	●	43%
Technical Operations				●	●				29%
Business Development			●		●	●	●	●	71%
	Geography
North America		●	●	●	●	●	●	●	100%
Asia/Middle East				●					14%
Europe		●		●	●		●		57%
	Demographics
Age		75	62	57	71	69	65	51
Tenure		2006	2013	2013	2005	2015	2015	2021
Male/Female		M	M	F	M	M	M	F

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Director Nominees for Election at the 2026 Annual Meeting of Shareholders

The biographical description below for each director nominee includes the specific experiences, qualifications, attributes and skills that led to the conclusion by the Board of Directors that such person should serve as a director of Vericel.

Robert Zerbe, M.D., 75

Chairman of the Board
Retired Chief Executive Officer,
QUATRx Pharmaceuticals Company

Director Since: 2006

Other Current Public Company Directorships:

• None

INDEPENDENT

Vericel Board Committee(s):

• Audit Committee

Professional Highlights

• Chief Executive Officer of QUATRx Pharmaceuticals Company, a venture-backed drug development company, which he co-founded (2000-2016)

• Senior Vice President of Worldwide Clinical Research and Development of Pfizer (formerly Parke-Davis), as well as other senior executive management positions (1993-2000)

• Managing Director, Lilly Research Center U.K., of Eli Lilly and Company (including Vice President of Clinical Investigation and Regulatory Affairs, as well as several other clinical research and development positions) (1982-1993)

Other Leadership Positions and Experience

• Member of the board of directors of Cirius Therapeutics, a private company focused on metabolic diseases

Education

• M.D. from Indiana University School of Medicine

• Post-doctoral work in internal medicine, endocrinology and neuroendocrinology at Indiana University and the National Institutes of Health

Key Experience and Qualifications

• BioPharma: Dr. Zerbe has held numerous senior management positions at major pharmaceutical companies throughout his career, including serving as Chief Executive Officer of QUATRx Pharmaceuticals Company as well as senior positions at Eli Lilly and Company, Parke-Davis and Pfizer.

• CEO/GM: Served as CEO of a drug development company for over 15 years

• Research & Development: Led the clinical development programs for a number of key products, including Prozac, Lipitor and Neurontin.

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Dominick Colangelo, 62

President and Chief Executive Officer, Vericel

Director Since: 2013

Other Current Public Company Directorships:

• Trevi Therapeutics, Inc.

Vericel Board Committee(s):

• None

Professional Highlights

• President and Chief Executive Officer and a member of the Board of Directors of Vericel (2013-present)

• Director of Strategy and Business Development for Eli Lilly’s Diabetes Product Group and founding Managing Director of Lilly Ventures at Eli Lilly and Company

Other Leadership Positions and Experience

• Member of the board of directors of Trevi Therapeutics, Inc., a publicly-traded biopharmaceutical company focused on the development and commercialization of treatments for chronic cough conditions. Mr. Colangelo is a member of both the audit and compensation committees of the Trevi Therapeutics board.

Education

• B.S.B.A. in Accounting, Magna Cum Laude, from the State University of New York at Buffalo

• J.D., with honors, from the Duke University School of Law

Key Experience and Qualifications

• CEO/GM: Mr. Colangelo has more than 25 years of executive management experience in the biopharmaceutical industry. For the past 13 years he has served as President and CEO of Vericel, spearheading the acquisition of MACI and Epicel and leading the Company through an extended period of significant revenue and market growth. Mr. Colangelo also served for more than a decade in senior leadership positions at Eli Lilly and Company.

• Finance: Mr. Colangelo possesses a significant accounting and finance background, which has been developed through education, strategy and business development roles, as well as his service on the audit committee of the board of directors of Trevi Therapeutics.

• Marketing/Sales: Extensive experience in the acquisition, development and commercialization of products across a variety of therapeutic areas

• Business Development: Experience gained through a variety of executive positions in product development, pharmaceutical operations and corporate development

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Heidi Hagen, 57

Former Chief Technical Officer, Sonoma Biotherapeutics

Director Since: 2013

Other Current Public Company Directorships:

• None

INDEPENDENT

Vericel Board Committee(s):

• Compensation and Governance and Nominating (Chair) Committees

Professional Highlights

• Chief Technical Officer of Sonoma Biotherapeutics, a privately-held biotechnology company (2021-2022)

• Interim Chief Executive Officer and member of the board of directors of Ziopharm Oncology, Inc., a publicly-traded company developing immune-oncology gene and cell therapies (2019-2021)

• Co-founder and Advisor and former Chief Strategy Officer of Vineti, Inc., a software platform company for cell and gene therapy supply chain management (2015-2021)

• Senior Vice President of Operations for Dendreon Corporation, a commercial biotechnology company (2002-2012)

• Chief of Staff to the Chief Operating Officer of Immunex Corporation, a commercial biologics company (1993-2002)

Other Leadership Positions and Experiences

• Member of the boards of directors of Obsidian Therapeutics, Inc., a privately-held organization focused on treating cancer through cell and gene therapies, Applied Stem Cell, a privately-held organization developing proprietary gene editing and stem cell technology platforms, A-Alpha Bio, a privately-held organization focused on developing synthetic biotechnology and machine learning to accelerate drug development, and Dimension Bio, a privately-held organization focused on regenerative medicine.

Education

• B.S. in cell and molecular biology, M.S. in bioengineering, and M.B.A. from the University of Washington

Key Experience and Qualifications

• BioPharma/Complex Biologics: Ms. Hagen possesses more than 30 years of product development and leadership experience within the biopharmaceutical and medical device industries, having successfully built organizations and executed development programs within both established and start-up environments.

• Chief Operating Officer/Technical Operations: Ms. Hagen has developed extensive operations experience throughout her career, including while serving at multiple commercial-stage biotechnology companies. In those capacities, Ms. Hagen has developed particular expertise in technical operations, where she has overseen production operations for multiple complex biologics across a variety of therapeutic areas.

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Alan Rubino, 71

Former Chief Executive Officer, Emisphere Technologies, Inc.

Director Since: 2005

Other Current Public Company Directorships:

• None

INDEPENDENT

Vericel Board Committee(s):

• Audit and Compensation (Chair) Committees

Professional Highlights

• President and Chief Executive Officer of RenovaCare, a publicly-held biotechnology company (2019-2021)

• Chief Executive Officer of Emisphere Technologies, Inc., a publicly-held drug delivery company, which was acquired by Novo Nordisk for $1.8B (2012-2019)

• Chief Executive Officer and co-founder of New American Therapeutics, Inc., which acquired Denavir from Novartis (New American was subsequently sold to Renaissance Pharma, LLC for a 49% IRR to investors)

• Chief Executive Officer and co-founder of Akrimax Pharmaceuticals, LLC, where he in-licensed Tirosint from IBSA Institut Biochimique SA for the U.S. market

• Executive Vice President of Hoffman LaRoche (Genentech) for 24 years, holding an array of senior executive positions, with 10 years of service on the U.S. Executive Committee

Other Leadership Positions and Experiences

• Currently serves as Executive Chairman of the board of directors of AMO Pharma Limited, a privately-held UK-based company focused on special therapeutics for rare diseases (2021-present), as well as Chairman of the Board of FloBiotech, a privately-held organization focused on developing therapies to combat Alzheimer’s Disease.

• Former member of boards of directors of numerous public and privately-held organizations, including SANUWAVE Health, Inc., and Genisphere, Inc.

Education

• B.A. in economics from Rutgers University with a minor in biology/chemistry

• Post-graduate educational programs at the University of Lausanne and Harvard Business School

Key Experience and Qualifications

• CEO/GM: Mr. Rubino possesses a wealth of experience across multiple disciplines within the biotechnology and pharmaceutical industries. Mr. Rubino recently served for seven years as CEO of Emisphere Technologies, Inc., a publicly-traded drug delivery company, as well as CEO of RenovaCare, a publicly-held biotechnology company.

• Marketing/Sales/Business Development: Mr. Rubino spent 24 years with Roche where he served as a member of the executive committee for ten years and presided over 30 product launches and brand marketing execution plans. He also had leading roles in the acquisitions of Syntex Labs and Boehringer-Mannheim.

• Operations: Throughout his career, Mr. Rubino has provided enterprise-wide leadership over corporate, marketing, sales, supply chain and human resources management functions.

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Kevin McLaughlin, 69

Former Chief Financial Officer and Treasurer, Acceleron Pharma Inc.

Director Since: 2015

Other Current Public Company Directorships:

• Invivyd, Inc.

INDEPENDENT

Vericel Board Committee(s):

• Audit (Chair) Committee

Professional Highlights

• Senior Vice President, Chief Financial Officer and Treasurer of Acceleron Pharma Inc., a publicly-traded biopharmaceutical company (2010-2021)

• Senior Vice President and Chief Financial Officer of Qteros, Inc., a cellulosic biofuels company (2009-2010)

• Co-founder, Chief Operating Officer and a director of Aptius Education, Inc., a publishing company (2007-2009)

• President and Chief Executive Officer and a member of the board of directors of PRAECIS Pharmaceuticals until its sale to GSK plc (formerly GlaxoSmithKline). Mr. McLaughlin joined PRAECIS as its first Chief Financial Officer and also served as Chief Operating Officer.

Other Leadership Positions and Experiences

• Former member of the board of directors of Decibel Therapeutics, a clinical-stage and public biotechnology company dedicated to discovering treatments to restore and improve hearing and balance, which was acquired by Regeneron Pharmaceuticals in 2023

• Member of the board of directors of Invivyd, Inc., a public biopharmaceutical company dedicated to delivering protection from serious viral infectious diseases. Mr. McLaughlin serves as the Chairperson of the Invivyd board’s audit committee and compensation committee.

Education

• B.S. in business from Northeastern University and an M.B.A. from the F.W. Olin Graduate School of Business at Babson College

Key Experience and Qualifications

• BioPharma: Mr. McLaughlin has more than 40 years of operating management and financial experience spanning the biotech, high-tech and education industries.

• Finance: Mr. McLaughlin served for 11 years as the Senior Vice President, Chief Financial Officer and Treasurer of Acceleron, Pharma Inc., until its acquisition by Merck & Co. in 2021. Prior to Acceleron, he served as Senior Vice President and Chief Financial Officer of Qteros, Inc., a cellulosic biofuels company.

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Paul Wotton, Ph.D., 65

Founding Partner and CEO, RBL, LLC; Adjunct Professor, Rice University

Director Since: 2015

Other Current Public Company Directorships:

• Cynata Therapeutics Limited

INDEPENDENT

Vericel Board Committee(s):

• Compensation and Governance and Nominating Committees

Professional Highlights

• President and Chief Executive Officer and a board member of Obsidian Therapeutics, Inc., a privately-held company (2019-2022)

• Founding President and Chief Executive Officer of Sigilon Therapeutics, Inc., a cell therapeutics company (2016-2019)

• President and Chief Executive Officer and member of the board of directors of Ocata Therapeutics, Inc. (from July 2014 until its acquisition by Astellas Pharma US, Inc. in February 2016)

• President and Chief Executive Officer and member of the board of directors of Antares Pharma, Inc., a publicly-traded biopharmaceutical company (2008-2014)

• Held senior level positions at Eurand International BV, Penwest Pharmaceuticals, Abbott Laboratories and Merck, Sharp and Dohme

Other Leadership Positions and Experiences

• Member the board of directors of Cynata Therapeutics, a stem cell and regenerative medicine company focused on developing revolutionary manufacturing technologies in the cell therapy space. Dr. Wotton also serves on the boards of three privately-held life science companies.

• Former member of the board of directors and Chairman of the compensation committee of Veloxis Pharmaceuticals A/S

• Past Chairman of the Emerging Companies Advisory Board of BIOTEC Canada

• Named Ernst & Young Entrepreneur of the Year for Life Sciences, New Jersey, in 2014

Education

• Bachelor’s in Pharmacy, with honors, from University College London

• Ph.D. in pharmaceutical sciences from the University of Nottingham

• M.B.A. from Kingston Business School

Key Experience and Qualifications

• BioPharma/Complex Biologics/ Business Development/Marketing and Sales: Dr. Wotton has served in key leadership roles across the pharmaceutical and biotech industries throughout his career and has been integral in a number of high-profile business development transactions during that period. While CEO of Obsidian Therapeutics, Inc., Dr. Wotton spearheaded key deals with Vertex Pharmaceuticals and M.D. Anderson, and earlier in his career, while CEO at Siglion Therapeutics, Inc., he implemented the agreement that resulted in the eventual acquisition of the company by Eli Lilly and Company. Dr. Wotton’s experiences provide key insight to the Vericel leadership team as the Company continues to investigate expanding its product portfolio with another highly-synergistic therapy.

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Lisa Wright, 51

President and Chief Executive Officer, Community Health Choice, Inc.

Director Since: 2021

Other Current Public Company Directorships:

• None

INDEPENDENT

Vericel Board Committee(s):

• Governance and Nominating Committee

Professional Highlights

• President and Chief Executive Officer of Community Health Choice, Inc., a local, non-profit, Managed Care Organization (MCO), offering Children’s Medicaid (STAR), CHIP (Children’s Health Insurance Plan) and DSNP (Dual Special Needs Plan), and participant in the Health Insurance Marketplace (2020-present)

• North Regional Medicare President for WellCare Health Plans (2018-2020)

• President of the Dual Special Needs Plan, Medicare- Medicaid Plan and Nursing Facilities lines of business in Texas at UnitedHealthcare (2014-2018)

• Began career in a variety of roles of increasing responsibility at Anthem

Other Leadership Positions and Experiences

• Member of the boards of directors of several non-profit organizations in Houston

Education

• B.A. in communication from the University of Kentucky

• M.B.A. from the University of Maryland

Key Experience and Qualifications

• CEO/GM/Payer/Healthcare Operations: Ms. Wright is President and Chief Executive Officer of Community Health Choice, Inc., a managed care organization with approximately 430,000 members and a provider community consisting of over 10,000 physicians and 100 hospitals in the greater Houston area. She is an accomplished healthcare executive with a track record of strong strategic, operations and financial performance across a number of leading healthcare organizations.

• Importantly, Ms. Wright brings to the Vericel Board key expertise in the payer and provider aspects of the healthcare system, which is bolstered by her deep understanding of healthcare economics and the full healthcare ecosystem. Her experiences will prove valuable as we continue our journey as a high-growth commercial business with multiple products with varied reimbursement models.

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Board’s Role and Responsibilities

Overall Role of the Board of Directors

The Board is elected by the shareholders to oversee their interests in the long-term success of the Company. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to, or shared with, the shareholders. The core responsibility of a director is to fulfill his or her duties of care and loyalty and to otherwise exercise sound business judgment in the best interests of Vericel and its shareholders. The Board oversees the proper safeguarding of the Company’s assets, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations and proper governance. The Board selects the Chief Executive Officer (“Chief Executive Officer” or “CEO”) and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

Key Responsibilities of the Board

Oversight of Corporate Strategy	Oversight of Risk Management	Oversight of Human Capital Management

• The Board oversees and monitors strategic and long-range planning • The Board and its committees routinely engage with senior management on critical business matters that are tied to the Company’s long-term strategy • Senior management is tasked with executing business strategy and providing regular updates to the Board	• The Board oversees risk management • The Board’s individual committees play key roles in monitoring and managing risk areas particular to Vericel’s core business • Senior management is charged with managing risk, through the development and implementation of robust internal processes and effective internal controls	• The Board, through the Governance and Nominating Committee, oversees the creation and retention of a talented employee base • The Board maintains responsibility for succession planning for the CEO and other key members of the senior management team

Oversight of Corporate Strategy

Our Board actively oversees management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities and corporate development opportunities. Our Board also reviews and approves strategic transactions, including significant investments, acquisitions and collaborations. At the Board and committee meetings and throughout the year, our Board regularly receives information and formal updates from our management and actively engages with the executive leadership team with respect to our corporate strategy. The Board’s independent directors also hold regularly scheduled executive sessions at which strategic matters are discussed.

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Board’s Role in the Oversight of Risk Management

Overseeing the assessment and management of the Company’s exposure to various risks is a key oversight responsibility for the Board. We have established an Enterprise Risk Management (“ERM”) program that includes the processes through which we identify, assess and manage the Company’s most significant enterprise risks and potential adverse events that could materially impact the long-term health of our business or prevent the achievement of our strategic objectives.

These risks are identified, measured, monitored, and managed across the following key risk categories:

Strategic, including acquisition, business disruption, competitive and reputational risks

Operational, including cybersecurity, information technology, supply chain, manufacturing, and talent attraction, retention, and development risks

SEC Form DEF 14A filed by Vericel Corporation