Dear Shareholder:Shareholder of Vericel Corporation:

You are cordially invited to attend ourthe Virtual Annual Meeting of Shareholders of Vericel Corporation (the “Annual Meeting”), a Michigan corporation. The Annual Meeting will be held on Wednesday, May 2, 20181, 2024, at 9:00 a.m., local time, Eastern Time, via a live audio webcast at Vericel Corporation's headquarters locatedwww.virtualshareholdermeeting.com/VCEL2024. A list of shareholders entitled to vote at 64 Sidney St., Cambridge, MA 02139.

At this Annual Meeting, the agenda includes (1) the election of seven (7) directors, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018, (3) an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers, and (4) the approval, on an advisory basis, of the compensation of our named executive officers. The Board of Directors unanimously recommends that you voteFOR the election of each director nominee,FOR the ratification of the appointment of PricewaterhouseCoopers LLP, for every1 YEAR as the frequency of holding future advisory votes on the compensation of our named executive officers andFOR the approval, on an advisory basis, of the compensation of our named executive officers.

All shareholders are cordially invited to attend the Annual Meeting will be available for inspection by any shareholder at our offices in person. Enclosed areCambridge, Massachusetts during ordinary business hours for a Noticeperiod of Annual Meeting of Shareholders and Proxy Statement describing10 days prior to the formal businessmeeting. This list will also be available for shareholders to be conductedview online at the meeting. Under Securities and Exchange Commission rules, we are providing access to the proxy materials for the Annual Meeting to our shareholders via the Internet. Accordingly, you can access the proxy materials and vote at www.proxyvote.com. Instructions for accessing the proxy materials and voting are described below and in the Notice of Annual Meeting of Shareholders that you received in the mail. Please give the proxy materials your careful attention.

Whether or not you plan to attend the meeting, please carefully review the enclosed Proxy Statement and then cast your vote, regardlesstime of the number of shares you hold. If you are a shareholder of record, you may vote via the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the prepaid envelope. In order to vote via the Internet or by telephone, you must have the shareholder identification number which is provided in your Notice. If you attend the Annual Meeting, you may vote in person even if you have previously voted via the Internet, by telephone or by returning your proxy card. Please review the instructions for each voting option described in this Proxy Statement. Your prompt cooperation will be greatly appreciated.meeting.

The Board of Directors and management team look forward to seeing you at the Annual Meeting.

Voting Items

Proposal		Board Voting Recommendation	For Further Details
1		Sincerely,
		DOMINICK C. COLANGELO President and Chief Executive Officer

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VERICEL CORPORATION
64 Sidney St.
Cambridge, MA 02139

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 2, 2018

TIME		9:00 a.m., local time, on Wednesday, May 2, 2018
PLACE		Vericel Corporation, 64 Sidney St., Cambridge, MA, 02139
ITEMS OF BUSINESS		1. To elect seven (7)eight (8) directors, each to each serve a term of one year expiring at the 2019 Annual Meeting of Shareholders;2025 annual meeting	FOR each director nominee	Page 19
2	To approve, on an advisory basis, the compensation of our named executive officers	2.  FOR	Page 42
3	To cast an advisory vote on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers	Every 1 YEAR	Page 63
4	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;2024	FOR	Page 64

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
Senior Vice President, General Counsel and Secretary
Cambridge, Massachusetts
March 21, 2024

BACKGROUND
		3. To cast an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers; Date and Time May 1, 2024, at 9:00 a.m. Eastern Time
		4. To approve, on an advisory basis, the compensation of our named executive officers; and
		5. To consider such other business as may properly come before the Annual Meeting of Shareholders and any adjournment thereof. Location Via a live audio webcast at www.virtualshareholder meeting.com/VCEL2024
RECORD DATE
	Who Can Vote You may vote at the Annual Meeting of Shareholders if you were a shareholder of record at the close of business on March 9, 2018.8, 2024
VOTING BY PROXYMETHODS
If you cannot attend the Annual Meeting of Shareholders, you may vote your shares via the	Internet by telephone by followingor Telephone Follow the instructions on your proxy card and onat www.proxyvote.com. If you have requested a proxy card by mail, you may vote by signing, voting
	Mail Vote, sign and returningreturn the proxy card to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717. 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. If you attend the Annual Meeting, you may vote in person even if you have previously voted via the Internet, by telephone or by returning your proxy card.

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. PLEASE REVIEW THE INSTRUCTIONS FOR EACH11717

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OF YOUR VOTING OPTIONS DESCRIBED IN THIS PROXY STATEMENT AND THE NOTICE YOU RECEIVED IN THE MAIL.

By order of	Online at the Board of Directors,
		JACQUELYN FAHEY SANDELL Corporate Secretary Cambridge, Massachusetts March 22, 2018Annual Meeting www.virtualshareholdermeeting. com/VCEL2024

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.

Message from Our President and Chief Executive Officer		1
Notice of Virtual Annual Meeting of Shareholders		3
Proxy Overview		5
Corporate Governance		19
	Proposal 1: Election of Directors	19
Board’s Skills and Experience		22
Board’s Role and Responsibilities		29
Board Structure		34
Board Practices, Policies and Processes		37
Compensation of Directors		39
Executive Compensation		42
	Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers	42
Vericel’s Executive Officers		43
Compensation Discussion and Analysis		44
Compensation Committee Report		53
Executive Compensation Tables		54
CEO Pay Ratio		60
Pay versus Performance		60
	Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers	63
Overview		63
Audit Matters		64
	Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm	64
Fees of Independent Registered Public Accounting Firm		65
Pre-Approval Policy		65
Report of the Audit Committee of the Board of Directors		65
Information About Stock Ownership		66
Stock Ownership of Certain Beneficial Owners and Management		66
Additional Information		68

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VERICEL CORPORATION
64 Sidney St.
Cambridge, MA 02139

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors (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, May 2, 20181, 2024, at 9:00 a.m., local time, Eastern Time, via a live audio webcast at our headquarters located at 64 Sidney St., Cambridge, MA 02139,www.virtualshareholdermeeting.com/VCEL2024 or at any adjournments or postponements thereof (the "Annual Meeting").thereof. An Annual Report to Shareholders, containing financial statements for the year ended December 31, 2017,2023, 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 22, 2018.21, 2024. Unless the context requires otherwise, references to "we," "us," "our,"“we,” “us,” “our,” and "Vericel"“Vericel” refer to Vericel Corporation.

GENERAL INFORMATION ABOUT THE MEETING, SOLICITATION AND VOTING

What am I voting on?
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 2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on February 29, 2024.

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About Vericel

Vericel is a leading provider of advanced therapies for the sports medicine and severe burn care markets. Whether we are four proposals scheduledtreating damaged cartilage or severe burns, we provide advanced therapies to repair serious injuries and restore lives. Our highly differentiated portfolio of cell therapy and specialty biologic products combines 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. 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. 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 adults with deep partial-thickness and/or full-thickness burns.

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 votedrequired 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.

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 delivery techniques and treatment targets, and creating a second high-growth franchise in burn care with the launch of NexoBrid and continued growth in the utilization of Epicel.

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

	Our lead product is MACI, an advanced cell therapy product that uses a patient’s own cells to repair damaged cartilage tissue and improve 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. 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 $3 billion.
	MACI represented a major technological advancement that resulted in a less invasive, simpler and faster way for orthopedic surgeons to treat patients suffering from knee cartilage damage. We are now focused on the potential arthroscopic delivery of MACI, which would represent the next major procedural advancement in our strategy of continuing to make MACI an even simpler and less invasive procedure for surgeons and patients. We believe the potential approval of MACI ArthroTM will drive continued strong growth for the product. Surgeons have indicated that an arthroscopic delivery method would not only allow the treatment of MACI patients in a less-invasive manner, but would also more easily permit the treatment of cartilage defects in the knee’s femoral condyle and increase the penetration into MACI’s largest market opportunity. The FDA has accepted our submission seeking to expand the MACI label to include arthroscopic delivery of MACI for the treatment of cartilage defects in the knee and we expect to commercially launch MACI Arthro during the third quarter of 2024. In addition to further procedural advancements, we are also making progress on our strategy to expand MACI’s use to other joints. Specifically, our MACI clinical development program is focused on studying MACI’s use to treat cartilage injuries in the ankle, which represents the largest cartilage repair opportunity outside of the knee, and an additional addressable market of approximately $1 billion. We are on track to initiate a MACI Ankle clinical study beginning in 2025 and, if approved, we believe MACI’s expansion into the ankle will be another longer-term growth driver for the product.
	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. Epicel is an important and potentially life-saving treatment option for patients with severe burns who may not be candidates for autografts due to the severity and extent of their burns. 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.
	In 2023, we commercially launched NexoBrid in the United States, which is an innovative treatment for burn patients and which significantly expands our addressable burn care market. NexoBrid is a botanical drug product containing proteolytic enzymes that is indicated for the removal of eschar in adults 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 important and NexoBrid’s clinical results, which underpin its BLA approval from the FDA, are compelling in terms of long-term healing outcomes. NexoBrid’s launch activities are well underway with our first patients treated in the U.S. soon after the product entered the market during the fourth quarter of 2023. 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 market opportunity of $300 million per year. NexoBrid is also highly synergistic with our existing Burn Care franchise and the use of Epicel. We believe the addition of NexoBrid meaningfully expands our burn care total addressable market to $600 million and we will be targeting a significantly larger segment of hospitalized burn patients with NexoBrid than with Epicel alone. We believe that the indication for NexoBrid in this larger share of the burn care market will both drive NexoBrid uptake and increase Epicel penetration, thus enabling us to build a second high-growth franchise in the burn care market.

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Business Highlights

Growth Strategy Leverages Near-Term & Long-Term Opportunities

Strong Financial	High-Growth Sports	Advancing	Second High-Growth
Profile	Medicine Franchise	Pipeline	Franchise in Burn Care
•  Total net revenue growth of 20% to $197.5 million in 2023 •  Gross margin expansion in 2023 to 69% •  Full-year non-GAAP adjusted EBITDA* growth of 40% to $33.9 million, or 17% of total net revenue •  $152.6 million in cash, restricted cash and investments and no debt as of December 31, 2023	•  Market leader in knee cartilage repair •  25% MACI revenue growth in 2023 to $164.8 million •  Continued strong growth in MACI surgeons and MACI biopsies	•  MACI Arthro human factors study submission accepted for review by the FDA •  Commercial launch of MACI Arthro expected during Q3 2024 •  MACI Ankle program advancing •  NexoBrid’s BLA for pediatric indication accepted for review by the FDA	•  NexoBrid launched commercially in Q4 2023 •  High surgeon interest in NexoBrid

Financial Highlights

Continued Strong Revenue and Profit Growth Across the Organization

Top-Tier Total Net Revenue Growth		Year-over-Year Total Net Revenue Growth Adjusted EBITDA*
•  Durable growth platform equating to multiple years of top-tier revenue growth •  Significantly underpenetrated markets diversified across two franchises •  Strong reimbursement profiles		•  Converting strong revenue growth into cash flow generation •  Adjusted-EBITDA* growth of 40% during 2023 •  $152.6 million in cash, restricted cash and investments and no debt as of December 31, 2023 •  14 consecutive quarters with positive adjusted EBITDA* and Operating Cash Flow through Q4 2023

Track Record of Creating Significant Shareholder Value

Trailing Stock Performance
(through March 8, 2024)

We are pleased that our performance and continued execution on our strategic and operational goals have translated into significant value for our shareholders. Between December 30, 2022 and March 8, 2024, the value of Vericel’s publicly-traded stock has increased approximately 72%, outperforming the Nasdaq Biotechnology Index, the Russell 2000 Index and the average of our Proxy Statement Peer Group during that period. For more information concerning our Peer Group companies, see page 48 of this Proxy Statement.

ESG Highlights

We recognize the importance of incorporating Environmental, Social, and Governance (“ESG”) principles into the core of our operations, for our organization and employees, and for the larger communities in which we operate. During 2022, Vericel published its inaugural ESG Report, which highlights for investors our Company’s steadfast commitment to incorporating ESG principles into our everyday business activities. Below is a summary of some of our recent ESG-related activities and achievements.

Governance

The Vericel Board of Directors provides oversight of, and strategic guidance to, our executive leadership team on ESG topics. Our Board is comprised of industry leaders with extensive and diverse experiences, which span the business, healthcare, and scientific arenas. The Board continued its focus on developing and implementing the Company’s ESG strategy throughout 2023. The Board has continued to conduct educational programs with outside experts on ESG topics and was involved in the oversight of Vericel’s company-level Diversity and Inclusion Advisory Committee, which is a central component of Vericel’s steadfast commitment to integrating core diversity and inclusion concepts into corporate policies, initiatives, and programs across the organization. See “Oversight of Environmental, Social and Governance Matters” on page 32 of this Proxy Statement for more information on how the Board and its committees exercise ESG oversight.

Environmental

We are committed to minimizing the environmental impact of the Company’s operations and as part of that commitment we have implemented several process improvements and adopted operational efficiencies to reduce our environmental footprint. We have adopted environmentally sustainable practices into our facilities and manufacturing operations and have established procedures and policies to manage our electricity and water usage, as well as the handling of medical and hazardous waste.

The Company is currently constructing a new state-of-the-art advanced cell therapy manufacturing and corporate headquarters facility in the greater Boston area. The 125,000 ft² facility will significantly increase our cell therapy manufacturing capacity to support the long-term growth of our commercial products. Our manufacturing expansion will enable us to sustain our long-term revenue growth while helping us promote environmentally responsible operations and workforce well-being. We expect to begin occupying our new facility at the Annual Meeting:end of 2024.

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To elect seven (7) directors

Importantly, Vericel’s new facility will be located within a campus that is designed and operated in accordance with existing LEED Gold and Fitwel Level 2 certifications. We will continue to evaluate opportunities to manage the Company’s environmental impact as we prepare to transition operations to our new facility.




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Social

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		People Diversity, Equity & Inclusion
•More than 17,000 patients have benefited from our innovative advanced cell therapy and specialty biologics products to date. •  We are currently developing a custom arthroscopic delivery system for MACI, which we believe could 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. The FDA has accepted our submission seeking to expand the MACI label to include arthroscopic delivery of MACI for the treatment of cartilage defects in the knee and we expect to commercially launch MACI Arthro during the third quarter of 2024. •  We are continuing to advance our MACI Ankle indication program which we believe, if approved, could enable patients with cartilage defects in the ankle to be successfully 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 five years. 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.		We have an established Diversity and Inclusion Advisory Committee as part of our commitment to diversity, equity and inclusion (“DE&I”). During 2023, we continued to conduct robust DE&I training for both our executive team and employees. As part of that initiative, we implemented an electronic training platform intended to support Vericel in its obligation to train staff on important DE&I programs, as well as policies against harassment and discrimination. We partner with external experts each year to evaluate our Company demographics and determine areas where we can improve our workforce diversity. We are pleased with the diverse culture we have established at Vericel and with the fact that annual analyses of Vericel’s Affirmative Action Plan (the “Plan”) have not identified any statistically significant deficiencies for the hiring and advancement of women and minorities since the Plan’s inception in 2016. Benefit Programs and Employee Wellness We strive to provide employees with a comprehensive offering of programs to support health and wellness, including: •  healthcare; •  dental and vision insurance; •  flexible spending accounts; •  life and accidental death and dismemberment insurance; •  employee assistance counseling and education programs; •  company contributions to employee 401(k) accounts; •  paid time off and leave programs; •  tuition assistance; •  fitness membership subsidies; and •  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.

2024 Proxy Statement

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Corporate Governance

Board Independence and Composition		Board Performance Oversight Role		Policies, Programs and Guidelines
•  7 out of 8 directors are independent • 2 out of 8 directors (25%) are women • 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 the guidance for pharmaceutical manufacturers published by the U.S. Department of Health and Human Services, Office of Inspector General •  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 •  Comprehensive updates to Vericel’s Code of Business Conduct and Ethics were adopted by the Board in Q4 2023		•  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 Other Board Practices •  Annual Board and committee self-evaluations •Board education on key topics, including ESG issues, SEC compliance and cybersecurity Shareholder Rights •Annual election of directors •No shareholder rights plan or “poison pill”		•  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, 2023, all officers and 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 Governance and Nominating Committee during 2022 to reflect its oversight and management of Vericel’s strategy, initiatives, risks, opportunities, and related reporting with respect to significant ESG topics •  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 2023, the Company completed a comprehensive effort with outside experts to evaluate and enhance its cybersecurity incident response planning framework

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PROPOSAL 1:
Election of Directors			The Board recommends a vote FOR each director nominee.
To elect eight (8) directors, each to serve a term of one year expiring at the 2025 annual meeting of shareholders.			See page 19



2024 Proxy Statement

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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 2023, 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, executive compensation and product development and commercialization.

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PROPOSAL 2:
Advisory Vote to Approve the Compensation of our Named Executive Officers			The Board recommends a vote FOR this proposal.
To vote on an advisory resolution to approve the compensation of Vericel’s named executive officers.			See page 42

2023 Financial and Business Performance
$197.5 million Record full-year total net revenue, representing 20% year-over-year growth		40%* Adjusted EBITDA year-over-year growth rate		$164.8 million MACI net revenue, representing 25% year-over-year growth
$33.9 million* Non-GAAP adjusted EBITDA (Net Loss of $3.2 million)		$32.7 million Burn Care net revenue; commercial launch of NexoBrid in Q4 2023		$152.6 million Cash, restricted cash and investments as of December 31, 2023, and no debt

*	For more information concerning Vericel’s presentation of non-GAAP measures, including a reconciliation of reported net (loss) income (GAAP) to adjusted EBITDA (non-GAAP), please refer to the Company’s discussion of “GAAP versus non-GAAP Measures”, on page 72 of this Proxy Statement.

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Elements of one year expiring atCompensation

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 2019 Annual Meetingachievement of Shareholders;



2.

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: 50% •  Operational Goals: 10% 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.

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Performance Against Our 2023 Metrics

Our Goals				Our Metrics		Our Performance
		Commercial and Financial Performance Goals		Generate total net product revenues of at least $194.3 million		•  Exceeded total net product revenue goal during 2023 as Company total revenue reached $197.5 million, based largely on MACI’s 25% year-over-year revenue growth
				Achieve budget expense target of $162.8 million		•  Budget expense target was fractionally below goal in 2023, although the Company’s continued fiscal discipline resulted in the generation of $35.3 million in Operating Cash Flow
		Product Goals		Achieve budgeted MACI surgeon engagement goals of increasing number of biopsy surgeons and MACI biopsy conversion rate; achieve unique Epicel biopsy center target; and secure Pharmacy and Therapeutics (“P&T”) committee approval to purchase NexoBrid at target burn centers		•  MACI biopsy surgeon engagement goal reached at target, while MACI biopsy conversion rate for the year was slightly below the target level; Epicel biopsy centers were achieved at target for the year; and NexoBrid P&T committee approvals were below target as a result of the delay in the commercial launch of the product due to a now-corrected deviation in MediWound’s manufacturing process
				Complete MACI, Epicel and NexoBrid long-term brand development initiatives		•  Achieved brand development initiative goals at target, including the continued development of the MACI Ankle program
				Complete MACI Arthro human factors study and submit label update to the FDA by December 1, 2023		•  Exceeded target with respect to the MACI Arthro program as the Company conducted and completed a human factors study during the third quarter of 2023 and submitted a prior approval supplement to the FDA shortly thereafter seeking to add instructions for arthroscopic delivery of MACI to the product’s approved labeling
		Operational Goals		Complete manufacturing facility and key manufacturing/IT efficiency improvement initiatives		•  Exceeded target with respect to manufacturing facility and key manufacturing/IT efficiency improvement goals
		Upside Value Goals		Execute high-quality business development transaction		•  Company strategically chose not to execute any business development transactions during 2023

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Governance Features of Our Executive Compensation Program

		What We Do				What We Don’t Do
		Design executive compensation to align pay with performance   Balance short-and long-term incentive compensation to incentivize achievement of short-and long-term goals   Retain an independent compensation consultant reporting directly to the Compensation Committee   Provide shareholders with an annual say-on-pay vote   Prohibit short-sales, hedging, pledging or other inherently speculative transactions by our directors and employees (including our executives) (for more information, please see our Special Trading Procedures for Insiders, available at www.vcel.com)   Conduct competitive benchmarking of our executive compensation program against the market   Maintain robust Stock Ownership Guidelines that apply to our directors and named executive officers   Maintain a compensation Clawback Policy in accordance with applicable law and Nasdaq listing rules, which covers both cash and equity incentive compensation and requires recoupment of the incentive compensation of our executive officers in situations involving certain accounting restatements of financial results				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   Do not provide supplemental company-paid retirement benefits   Our equity plan does not permit “evergreen” replenishment of shares   Do not provide dividends or dividend equivalents on unearned equity awards   Do not reprice stock options without prior shareholder approval

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PROPOSAL 3:
Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers			The Board recommends a vote that future non-binding, advisory votes to approve the compensation of our named executive officers be held every 1 YEAR
To cast an advisory vote on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers.			See page 63

2024 Proxy Statement

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PROPOSAL 4:
Ratification of Appointment of Independent Registered Public Accounting Firm			The Board recommends a vote FOR this proposal.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024.			See page 64

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, 2024. 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, 2023 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 year endingyears ended December 31, 2018;



3.

To cast an advisory vote on2022 and 2023, respectively, for PwC:

Name		Fiscal Year Ended December 31, 2022 ($)				Fiscal Year Ended December 31, 2023 ($)
Audit Fees			1,261,700	(1)			1,329,500	(1)
Audit Related Fees			—				—
Tax Fees			—				—
All Other Fees			2,993	(2)			3,074	(2)
Total			1,264,693				1,332,574

(1)	The Audit Fees for the years ended December 31, 2022 and 2023 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 frequency of future advisory votes to approve the compensation of our named executive officers; and



4.

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

Who is entitled to vote?

Shareholders asbest interests of the close of business on March 9, 2018 (the "Record Date") may vote atCompany and its shareholders. The Board is responsible for overseeing the Annual Meeting. You have one voteCompany’s officers, including the President and Chief Executive Officer, and for each share of common stock you held onensuring that management advances the Record Date, including shares:

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Held directly in your name as "shareholder of record" (also referred to as "registered shareholder"); and

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Held for you in an account with a broker, bank or other nominee (shares held in "street name"). Street name holders generally cannot vote their shares directly and must instead instruct the brokerage firm, bank or nominee how to vote their shares.

What constitutes a quorum?

A majorityinterests of the outstanding shares entitled to vote, present in person or represented by proxy, constitutes a quorum forshareholders through the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. "Broker non-votes" (described below) are also counted as

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present and entitled to vote for purposes of determining a quorum. Asoperation of the Record Date, 36,439,270 shares of Vericel's common stock were outstandingCompany’s business. The Board recognizes that it is management’s responsibility to carry out the policies and entitled to vote.

How many votes are required to approve each proposal?

The following explains how many votes are required to approve each proposal, provided that a majority of our shares is present at the Annual Meeting (present in person or represented by proxy).

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The seven (7) candidates for election who receive a plurality vote in the affirmative will be elected;

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Ratifying PricewaterhouseCoopers LLP as Vericel's independent registered public accounting firm for fiscal year ending December 31, 2018 requires the affirmative vote of a majority of the votes cast on the proposal;

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On the non-binding advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers, the frequency (every one, two or three years) that receives the highest number of votes cast on the proposal shall be deemed the frequency recommended by shareholders; and

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Approval of the non-binding, advisory resolution to approve the compensation of our named executive officers, requires the affirmative vote of a majority of the votes cast on the proposal.

How are votes counted and who are the proxies?

You may either vote "FOR" or "WITHHOLD" authority to vote for each nominee for the Board of Directors. 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 plurality.

You may vote "FOR," "AGAINST" or "ABSTAIN" on the ratification of PricewaterhouseCoopers LLP. If you abstain from voting on the proposal to ratify PricewaterhouseCoopers LLP, it will have no effect on the voting of the proposal. Brokers, bankers and other nominees have discretionary voting power on this routine matter and, accordingly, "broker non-votes" will have no effect on the ratification.

You may vote for "1 YEAR," "2 YEARS" "3 YEARS" or "ABSTAIN" on the non-binding, advisory vote on the frequency of future non-binding, advisory resolutions to approve the compensation of our named executive officers. If you abstain from voting on the frequency of future non-binding, advisory resolutions to approve the compensation of the Company's named executive officers, it will have no effect on the voting of the proposal. If you just sign and submit your proxy card without marking your voting instructions, your shares will be voted for holding non-binding, advisory votes to approve the compensation of the Company's named executive officers every "1 YEAR".

You may vote "FOR," "AGAINST" or "ABSTAIN" on the non-binding, advisory resolution approving the compensation of our named executive officers. If you abstain from voting on the non-binding, advisory resolution approving the compensation of our named executive officers, it will have no effect on the voting of the proposal. If you just sign and submit your proxy card without marking your voting instructions, your shares will be voted "FOR" the resolution approving the compensation of our named executive officers.

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The persons named as attorneys-in-fact in the proxies, Dominick C. Colangelo and Gerard Michel, were selectedstrategies approved by the Board and to manage and carry out the operation of Directorsthe Company’s business. Our Board is committed to legal and areethical conduct in fulfilling its responsibilities and it expects all directors, as well as officers and employees of Vericel. All properly executed proxies submitted in timethe Company, to be counted at the Annual Meeting will be voted by such persons at the Annual Meeting. Whereadhere to Vericel’s Code of Business Conduct and Ethics, a choice has been specifiedcopy of which is available on the proxy with respect to the foregoing matters, the shares represented by the proxy will be voted in accordance with the specifications.Company’s website.

What is a broker non-vote?

If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a "broker non-vote"). Shares held by brokers who do not have discretionary authority to vote on a particular matter and who have not received voting instructions from their customers are counted as present for the purpose of determining whether there is a quorum at the Annual Meeting, but are not counted or deemed to be present or represented for the purpose of determining whether shareholders have approved that matter. Pursuant to applicable rules, brokers will have discretionary authority to vote on the proposal to ratify the appointment of PricewaterhouseCoopers LLP.

How does the Board of Directors recommend that I vote?

Our Board is committed to the continuous improvement of Directors recommends that you vote your shares:

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"FOR" eachour corporate governance structure, the principles of enterprise-wide diversity and inclusion, the oversight of our corporate ESG initiatives and enhancing the composition and effectiveness of the nominees to the Board of Directors;

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"FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as Vericel's independent registered public accounting firm for the fiscal year ending December 31, 2018;

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Every "1 YEAR" on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers; and

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"FOR" the advisory resolution to approve the compensation of our named executive officers.

How do I vote my shares without attending the meeting?
itself.

If you are a shareholder of record, you may vote by granting a proxy. For shares held in street name, you may vote by submitting voting instructions to your broker or nominee. In any circumstance, you may vote:

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By Internet or Telephone—You may vote by Internet or telephone by following the voting instructions on the proxy card and onwww.proxyvote.com or as directed by your broker or other nominee. In order to vote via the Internet or by telephone, you must have the shareholder identification number which is provided in your Notice.

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By Mail—If you requested a proxy card by mail, you may vote by signing, voting and returning your proxy card in the envelope provided. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity. If you vote by Internet or telephone, please do not mail the proxy card. Your proxy card must be received prior to the Annual Meeting.

	Recent Governance Enhancements •   Board adoption of enhanced Compensation Clawback Policy, as discussed further on page 52 (2023) •   Oversight of an in-depth initiative to evaluate and enhance the Company’s cybersecurity incident response framework and readiness (2022-2023) •Termination of shareholder rights plan or “poison” pill (2021) •   Implementation of comprehensive Corporate Governance Guidelines (2021) •   Adoption of formal Stock Ownership Guidelines, with which all directors and officers were in compliance as of December 31, 2023
	Board Composition and Effectiveness •   Added new director with expertise in healthcare operations and payer matters (2021) •   Robust Board self-assessment process in place to continuously evaluate the relevant skills and attributes of the Board’s individual members as well as the effectiveness of the Board as a whole
	Diversity & Inclusion •   Increased gender and racial diversity of Board (2021) •   Continued oversight of Vericel Diversity and Inclusion Advisory Committee, which is committed to furthering and strengthening our workforce diversity across all levels of the organization
	ESG Oversight •   Oversaw the creation and publication of Vericel’s inaugural ESG report highlighting our Company’s commitment to incorporating ESG principles into our everyday business activities (2022) •   Designated the Governance and Nominating Committee to oversee management of ESG-related matters (2022)

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Standard Time, on May 1, 2018.

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How do I vote my shares in person at the meeting?

If you are a shareholder of record (also referred to as "registered shareholder") and prefer to vote your shares in person at the meeting, bring proof of identification and request a ballot to vote at the meeting. You may vote shares held in street name only if you obtain a signed proxy from the record holder (broker or other nominee) giving you the right to vote the shares.

Even if you plan to attend the meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you are unable to attend the meeting.

What does it mean if I receive more than one proxy card?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, vote according to the instructions for each proxy card you receive.

May I change my vote?

Yes. Whether you have voted by Internet, telephone or mail you may change your vote and revoke your proxy by:

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Sending a written statement to that effect to the Corporate Secretary of Vericel;

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Voting by Internet or telephone at a later time;

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Submitting a properly signed proxy card with a later date; or

•

Voting in person at the Annual Meeting.

What are the costs associated with the solicitation of proxies?

The cost of soliciting proxies will be borne by us. Voting results will be tabulated and certified by Broadridge Financial Solutions. Vericel may solicit shareholders by mail through its regular employees, and will request banks and brokers, and other custodians, nominees and fiduciaries, to solicit their customers who have our stock registered in the names of such persons and will reimburse them for their reasonable, out-of-pocket costs. Vericel may use the services of its officers, directors, and others to solicit proxies, personally or by telephone, without additional compensation.

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PROPOSAL 1

ELECTION OF DIRECTORS

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 timetime-to-time by a resolution of the Board, of Directors and that all directors will be elected annually. The Board of Directors currently consists of seveneight (8) directors. The persons named below as nominees for director will, if elected, each serve a term of one year expiring at the 2019 Annual Meeting2025 annual meeting of Shareholders andshareholders or until their successors are elected and qualified.

The table below sets forth Vericel's directors and nominees and their respective ages as of February 28, 2017.

Director Nominees for Election at the 2018 Annual Meeting of Shareholders

The biographical description below for each director nominee includes the specific experience, 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 L. Zerbe, M.D., a Director since January 2006 and Chairman of the Board of Directors since October 2012, was, until July 2016, the Chief Executive Officer of QUATRx Pharmaceuticals Company, a venture-backed drug development company which he co-founded in 2000. Prior to his role at QUATRx, Dr. Zerbe held several senior executive management positions with major pharmaceutical companies including Eli Lilly and Company (from 1982 to 1993) and Pfizer (formerly Parke-Davis) (from 1993 to 2000). During his tenure at Eli Lilly and Company, Dr. Zerbe's clinical research and development positions included Managing Director, Lilly Research Center U.K., and Vice President of Clinical Investigation and Regulatory Affairs. He joined Parke-Davis in 1993, becoming Senior Vice President of Worldwide Clinical Research and Development. In this capacity he led the clinical development programs for a number of key products, including Lipitor® and Neurontin®. Dr. Zerbe received his M.D. from the Indiana University School of Medicine, and has completed post-doctoral work in internal medicine, endocrinology and neuroendocrinology at Indiana University and the National Institutes of Health. He also serves on the Board of Directors of Metabolic Solutions Development Company and Cirius Therapeutics, both private companies focusing on metabolic diseases. The Board of Directors believes Dr. Zerbe's qualifications to sit on our Board of Directors include his management positions at major pharmaceutical companies, including the experience he gleaned in his clinical development roles.

Dominick C. Colangelo, a Director since March 2013, has served as Vericel's President and Chief Executive Officer since March 2013. Mr. Colangelo has more than twenty years of executive management and corporate development experience in the biopharmaceutical industry, including nearly

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a decade with Eli Lilly and Company. During his career, he has held a variety of executive positions of increasing responsibility in product development, pharmaceutical operations, sales and marketing, and corporate development. He has extensive experience in the acquisition, development and commercialization of products across a variety of therapeutic areas. During his tenure at Eli Lilly and Company, he held positions as Director of Strategy and Business Development for Lilly's Diabetes Product Group and also served as a founding Managing Director of Lilly Ventures. Mr. Colangelo received his B.S.B.A. in Accounting, Magna Cum Laude, from the State University of New York at Buffalo and a J.D. degree, with Honors, from the Duke University School of Law. The Board of Directors believes Mr. Colangelo's qualifications to sit on our Board of Directors include his significant contributions within the biopharmaceutical industry.

Alan L. Rubino, a Director since September 2005, has served as Chief Executive Officer and President of Emisphere Technologies, Inc., a publicly-held company headquartered in Roseland, New Jersey since September 2012. Prior to joining Emisphere, Mr. Rubino served as Chief Executive Officer and President of New American Therapeutics, Inc., a specialty pharmaceutical company, from October 2010 to August 2012, where he led the acquisition of penciclovir from Novartis AG. From February 2008 to September 2010, Mr. Rubino served as the Chief Executive Officer and President of Akrimax Pharmaceuticals, LLC, an integrated specialty pharmaceutical company. Prior to this he served as President and Chief Operating Officer of Pharmos Corporation, a biopharmaceutical company. Mr. Rubino has continued to expand upon a highly successful and distinguished career that included Hoffmann-La Roche, Inc., a research-focused healthcare company, from 1977 to 2001, where he was a member of the U.S. Executive and Operating Committees and an executive officer. During his Roche tenure, he held a series of key executive positions in marketing, sales, business operations, supply chain and human resource management. In addition, he was assigned to various executive committee roles in the areas of marketing, project management, and globalization of Roche Holdings. Mr. Rubino also held senior executive positions at PDI, Inc., a sales and marketing support company, and Cardinal Health, a company focused on improving the cost-effectiveness of health care, from 2001 to 2003. He received a Bachelor of Arts degree in economics from Rutgers University with a minor in biology/chemistry and also completed post-graduate educational programs at the University of Lausanne and Harvard Business School. Additionally, he serves on the Board of Advisors of Rutgers University School of Business and the Lerner Center for Pharmaceutical Studies. Mr. Rubino has also served as a member of the Board of Directors of SANUWAVE Health, Inc. since 2014, and since May 2010 of Genisphere, Inc., a private company that provides a nanotechnology platform for targeted drug delivery, a method of delivering medication to a patient that increases the concentration of the medication in targeted parts of the body. The Board of Directors believes Mr. Rubino's qualifications to sit on our Board of Directors include his leadership roles in the life sciences industry in a wide range of positions, including positions focused on sales and marketing and SEC matters.

Heidi Hagen, a Director since August 2013, has been a biotechnology and pharma operations and technology consultant with HH Consulting LLC since October 2012. Since October 2015, Ms. Hagen has served as Chief Strategy Officer for Vineti Inc., a privately-held company that develops and sells cloud-based software platforms for ordering, manufacturing and delivering personalized medicines. Previously, Ms. Hagen served as interim Chief Commercial Officer at ZappRx, Inc. from January 2015 to June 2015. Prior to that, Ms. Hagen served as Global Chief Operating Officer at Sotio LLC, a biotechnology company developing new therapies for the treatment of cancer and autoimmune diseases using its immunotherapy platform and proprietary cell-based technologies, from March 2013 to April 2014. Prior to joining Sotio, Ms. Hagen was Senior Vice President of Operations at Dendreon Corporation, from 2002 to 2012, where she was responsible for, among other duties, manufacturing and supply chain operations. Prior to joining Dendreon, Ms. Hagen spent nearly ten years at Immunex Corporation, where she held several positions in drug development and supply chain and operations management. Ms. Hagen earned her B.S. in cell and molecular biology, M.S. in bioengineering, and

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MBA at the University of Washington. The Board of Directors believes Ms. Hagen's qualifications to sit on our Board of Directors include her leadership roles in the biotechnology industry in a wide range of positions.

Steven C. Gilman, Ph.D., a Director since January 2015, currently serves as the Chairman of the Board of Directors and Chief Executive Officer of ContraFect Corporation. He previously served as the Executive Vice President, Research & Development and Chief Scientific Officer at Cubist Pharmaceuticals from September 2010 until its acquisition by Merck & Co. in January 2015. Prior to joining Cubist, Dr. Gilman served as Chairman of the Board of Directors of and Chief Executive Officer of ActivBiotics, Inc., a privately held biopharmaceutical company, from March 2004 to October 2007. Previously, Dr. Gilman worked at Millennium Pharmaceuticals, Inc., where he held a number of senior leadership roles including Vice President and General Manager, Inflammation. Prior to Millennium, he was Group Director at Pfizer Global Research and Development and has also held scientific, business, and academic appointments at Wyeth Pharmaceuticals, Inc., Cytogen Corporation, Temple Medical School, and Connecticut College. In addition, Dr. Gilman currently serves on the board of directors of Keryx Biopharmaceuticals, Inc., Momenta Pharmaceuticals, ContraFect Corporation and SCYNEXIS, Inc. Dr. Gilman had also served on the board of directors of the Massachusetts Biotechnology Association. Dr. Gilman received his Ph.D. and M.S. degrees in microbiology from Pennsylvania State University, his post-doctoral training at Scripps Clinic and Research Foundation, and received a B.A. in microbiology from Miami University of Ohio. The Board of Directors believes Dr. Gilman's qualifications to sit on our Board of Directors include his leadership roles in the biopharmaceutical industry in a wide range of positions.

Kevin F. McLaughlin, a Director since January 2015, has been the Senior Vice President, Chief Financial Officer and Treasurer at Acceleron Pharma Inc. since 2010. Previously he served as Senior Vice President and Chief Financial Officer of Qteros, Inc., a cellulosic biofuels company from 2009 to 2010. From 2007 through 2009, he served as the Chief Operating Officer and a director of Aptius Education, Inc., a company which offers publishing services, which he co-founded in 2007. From 1996 through 2007, Mr. McLaughlin held several executive positions with PRAECIS Pharmaceuticals, Inc. He joined PRAECIS as their first Chief Financial Officer where he had responsibility for private financings, partnership financings, the company's initial public offering and subsequent stock offering. Later, Mr. McLaughlin became COO, and then President and Chief Executive Officer, and he served as a member of the board of directors. In this capacity he was responsible for negotiating the sale of the company to GlaxoSmithKline. He began his career in senior financial roles at Prime Computer and Computervision Corporation. Mr. McLaughlin is a member of the Board of Directors of Stealth BioTherapeutics Inc., a privately-held biotechnology company. Mr. McLaughlin received a B.S. in business from Northeastern University and an MBA from Babson College. The Board of Directors believes Mr. McLaughlin's qualifications to sit on our Board of Directors include his leadership roles in the biopharmaceutical industry in a wide range of positions.

Paul Wotton,Ph.D., a Director since January 2015, currently serves as the President and Chief Executive Officer of Sigilon Therapeutics, Inc. Prior to that, he served as the Co-Chairman of the Integration Management Office at Astellas Pharma US, Inc. from February 2016 until May 2016. He served as the President and Chief Executive Officer and a member of the board of directors of Ocata Therapeutics, Inc. from July 2014 until its acquisition by Astellas Pharma US Inc. in February 2016. Prior to Ocata Therapeutics, Inc., Dr. Wotton served as President and Chief Executive Officer and a member of the board of directors of Antares Pharma Inc. from October 2008 to June 2014. Prior to joining Antares, Dr. Wotton was the Chief Executive Officer of Topigen Pharmaceuticals and prior to Topigen, he was the Global Head of Business Development of SkyePharma PLC. Earlier in his career he held senior level positions at Eurand International BV, Penwest Pharmaceuticals, Abbott Laboratories and Merck, Sharp and Dohme. Dr. Wotton is Chairman of the Board of Directors of

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Cynata Therapeutics Limited and a member of the board of directors of Veloxis Pharmaceuticals A/S, where he is also Chairman of the Compensation Committee. He is also past Chairman of the Emerging Companies Advisory Board of BIOTEC Canada. In 2014, Dr. Wotton was named Ernst & Young Entrepreneur of the Year for Life Sciences, New Jersey. Dr. Wotton received his Ph.D. in pharmaceutical sciences from the University of Nottingham. The Board of Directors believes Dr. Wotton's qualifications to sit on our Board of Directors include his leadership roles in the life sciences industry in a wide range of positions.

Vote Required and Board of Directors' Recommendation

The affirmative vote of a plurality of the total shares of common stock entitled to vote and be represented in person or by proxy and entitled to vote 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 of Directors may recommend in the 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'snominee’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"“broker non-votes” will not be counted toward such nominee'snominee’s achievement of a plurality.

Board Refreshment and Succession Planning

The Board of Directors recommends that shareholders voteFORCompany regularly examines the election of each nominee named in the above table.

Board Meetingsexperience and Committees

During the fiscal year ended December 31, 2017, the Board of Directors held twelve meetings. Each director serving on the Board of Directors in such fiscal year attended at least 85% of such meetings of the Board of Directors and the Committees on which he or she served.

Audit Committee

Under the terms of its current Charter, the Audit Committee's responsibilities include reviewing with Vericel's independent accountants and management the annual financial statements and independent accountants' opinion, reviewing the scope and results of the examination of Vericel's financial statements by the independent accountants, reviewing all professional services performed and related fees by the independent accountants, approving the retention of the independent accountants and periodically reviewing Vericel's accounting policies and internal accounting and financial controls. The Audit Committee may delegate duties or responsibilities to subcommittees or to one member of the Audit Committee. Mr. McLaughlin (Chair), Mr. Rubino and Dr. Zerbe were members of the Audit Committee during the fiscal year ended December 31, 2017. During the fiscal year ended December 31, 2017, the Audit Committee held six meetings. All membersexpertise of our Audit Committee are independent (as independence is defined in Rule 5605(a)(2)Board as a whole to ensure alignment between the Board’s abilities and as required under Rule 5605(c)(2) of the NASDAQ listing standards). Since March 2015, Mr. McLaughlin has been designated as an audit committee financial expert as defined in the rules of the Securitiesour strategic priorities and Exchange Commission (the "SEC"). The Audit Committee acts pursuant to a written charter, a current copy of which is available on the Investor Relations page of our website, www.vcel.com, and by following the Corporate Governance link. For additional information concerning the Audit Committee, see "Report of the Audit Committee of the Board of Directors."

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Compensation Committee

Under the terms of its current Charter, the Compensation Committee's responsibilities include determining and approving salary and bonus levels and equity award grants with respect to executive officers, determining and approving equity award grants with respect to all employees, and reviewing and proposinglong-range plan. We seek directors who will bring to the Board a deep and wide range of Directors changesexperiences in director compensation. In carrying out these responsibilities, the Compensation Committee reviews all componentsbusiness world and diverse problem-solving talents. The Company believes that the Board should represent an appropriate and relevant mix of executive officer compensation for consistencyskills, 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 the Compensation Committee's compensation philosophymanufacturing biotechnology and strategy. In addition, the Compensation Committee is responsible for retaining and approving the compensation of any compensation advisers and evaluating the independence of any such compensation advisers. The Compensation Committee may delegate duties or responsibilities to subcommittees or to one membermedical device products, knowledge of the Compensation Committee. Mr. Rubino (Chair), Ms. Hagenlegal and Dr. Gilman were memberscompliance issues facing the life science industry, experience concerning the policies and procedures of public and private payers in the Compensation Committee duringmedical technology and biopharmaceutical space, corporate finance, financial and/or accounting expertise, organizational leadership, development and management, public company management and disclosure, and corporate risk assessment and prior experience in the fiscal year ended December 31, 2017. During the fiscal year ended December 31, 2017, the Compensation Committee held seven meetings. All members of our Compensation Committee are independent (as independence is defined in Rule 5605(a)(2) of the NASDAQ listing standards). medical technology, biopharmaceutical and complex biologics industries.

Identifying and Evaluating Candidates for Director

The Compensation Committee acts pursuant to a written Charter, a current copy of which is available on the Investor Relations page of our website, www.vcel.com, and by following the Corporate Governance link.

Governance and Nominating Committee

Under the terms of its current Charter, the Governance and Nominating Committee's (the "Governance Committee") responsibilities include assisting Vericel's Board of Directors in fulfilling its responsibilities by reviewing and reporting to the Board of Directors on (i) corporate governance compliance mechanisms, (ii) corporate governance roles amongst management and directors, and (iii) establishing a process for identifying and evaluating nominees for the Board of Directors. The Governance Committee may delegate duties or responsibilities to subcommittees or to one member of the Governance Committee. The Governance Committee also considers qualified candidates for appointment and nomination for election to the Board of Directors and makes recommendations concerning such candidates. Consistent with this function, the Governance Committee encourages continuous improvement of, and fosters adherence to, our corporate governance policies, procedures and practices at all levels. Ms. Hagen (Chair), Dr. Zerbe and Dr. Wotton were members of the Governance Committee during the fiscal year ended December 31, 2017. During the fiscal year ended December 31, 2017, the Governance Committee held four meetings. All members of the Governance Committee are independent (as independence is defined in Rule 5605(a)(2) of the NASDAQ listing standards). The Governance Committee acts pursuant to a written charter, a current copy of which is available on the Investor Relations page of our website, www.vcel.com, and by following the Corporate Governance link.

Director Nominations

The Governance Committee evaluates and recommends to the Board of Directors the nominees for each election of directors. In fulfilling its responsibilities,Both the Governance and Nominating Committee considersand the following factors, among others:

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Board use a variety of methods for identifying and evaluating such nominees, and the appropriate size of ourGovernance and Nominating Committee, in consultation with the Chairman and other Board of Directors and its committees;

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members, regularly assesses the needs of Vericel with respect to the particular talents and experience of its directors;

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the nominee's interest in becoming an effective, collaborative membercomposition of the Board and each committee to evaluate their effectiveness and whether or not changes should be considered. The full Board annually determines the diversity of Directors, and the nominee's ability to work in a collegial style with the other directors;

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the knowledge,specific skills and experience of nominees, including experience incharacteristics that could improve the life sciences industry, medical products, medical research, medicine, business, finance, administration or public service;

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experience with accounting rulesoverall quality and practices;

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experience with regulatory and SEC requirements applicable to public companies;

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experience with regulatory requirements applicable to our industry;

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appreciationability of the relationshipBoard to carry out its oversight of our business to the changing needs of society;Company and

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balance between the benefit of continuity and the desire for a fresh perspective provided by new members.

The Governance Committee'sand Nominating Committee’s goal is to assemble a Board of Directors that brings to Vericel a variety of perspectives and skills derived from high quality business and professional experience.experience, while considering the appropriate size of both the Board and its committees. In doing so, the Governance and Nominating Committee also considers candidates with appropriate non-business backgrounds.

Neither the Governance Committee nor the Board of Directors has a specific policy with regard to the consideration of diversity in identifying director nominees. However, both may consider the diversity of background and experience of a director nominee in the context of the overall composition of the Board of Directors at that time, such as diversity of knowledge, skills, experience, geographic location, age, gender, and ethnicity. In general, the Governance and Nominating Committee seeks director nominees with the talents and backgrounds that provide the Board of Directors with an appropriate mix of knowledge, skills and experience for the needs of Vericel'sVericel’s business. The Governance Committee and the Board of Directors discuss the composition of directors on the Board of Directors, including diversity of background and experience, as part of the annual Board of Directors evaluation process.

Other than the criteria listed above, there are no stated minimum criteria for director nominees. The Governance Committee does, however, recognize that under applicable regulatory requirements at least one member of the Board of Directors must meet the criteria for an "audit committee financial expert" as defined by SEC rules, and that at least a majority of the members of the Board of Directors must meet the definition of "independent director" under the NASDAQ listing standards or the listing standards of any other applicable self-regulatory organization. The Governance Committee also believes it appropriate for at least one member of Vericel's management to participate as a member of the Board of Directors.

The Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective.

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SUCCESSION PLANNING

The Governance and Nominating Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service.    Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective.    If any member of the Board of Directors that is up for re-election at an upcoming annual meeting of shareholders does not wish to continue in service, the Governance and Nominating Committee identifies the desired skills and experience of a new nominee in light of the criteria above.

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   Current members of the Governance and Nominating Committee and the Board of Directors will beare polled for suggestions as to individuals meeting the criteria of the Governance and Nominating Committee.

   Research may also be performed to identify qualified individuals.

   If the Governance and Nominating Committee believes that the Board of Directors requires additional candidates for nomination, the Governance and Nominating Committee may explore alternative sources for identifying additional candidates. This may include engaging, as appropriate, a third-party search firm to assist in identifying qualified candidates.

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The Governance and Nominating Committee recognizes that under applicable regulatory requirements at least one member of the Board of Directors must, and believes that it is preferable that more than one member of the Board of Directors should, meet the criteria for an “audit committee financial expert” as defined by SEC rules, and that at least a majority of the members of the Board must meet the definition of “independent director” under the Nasdaq listing standards or the listing standards of any other applicable self-regulatory organization that Vericel is subject to or governed by. 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.

There are no stated minimum criteria for director nominees, and the Governance and Nominating Committee may consider such other factors as it deems are in the best interests of Vericel and its shareholders. In general, and given Vericel’s position as a leader in the biotechnology and medical technology space, the Board believes it should be comprised of persons with skills and experience in areas such as:

Following the identification of one or more potential candidates to serve on The Board, members of the Governance and Nominating Committee will generally be provided with a copy of each candidate’s resume and any additional information concerning the candidate’s skills and qualifications. One or more members of the Governance and Nominating Committee will then conduct an interview of each candidate. The Company’s CEO may also participate in such interview, if desired.

Once the Governance and Nominating Committee identifies an individual to serve as a new director, the Committee will generally commission an independent background check of that individual to confirm the candidate’s suitability to serve on Vericel’s Board. Upon obtaining the results of the background check, the Governance and Nominating Committee will again discuss the candidate’s suitability for membership on the Board and will normally share its findings and recommendation with all members of the Board.

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.

Commitment to Diversity

The Governance and Nominating Committee also actively seeks out highly-qualified diverse candidates. In February 2020, the Board formalized its longstanding practice of considering women and minority candidates for open director positions by amending the Charter of the Governance and Nominating Committee and its Director Nominations Policy to clearly state that in filling each open director position the Governance and Nominating Committee will endeavor to actively seek out highly-qualified diverse candidates (including diversity on the basis of gender, race and ethnicity) to include in the pool from which director nominees are chosen. Additionally, in situations where the Governance and Nominating Committee engages a third-party search firm to assist in a Board member search, the policy requires that the search firm actively seek out highly qualified female and racially/ethnically diverse candidates, as well as individuals with diverse backgrounds, skills and experiences, to include in the candidate pool. The Board most recently added a member in 2021, when it conducted a nationwide search for a new director that resulted in the appointment of Lisa Wright on June 1, 2021.

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	Steven Gilman, Ph.D.	Paul Wotton, Ph.D.	Lisa Wright
Prior BOD Experience
Industry Experience
Medical Technologies
BioPharma
Complex Biologics
Payer
Healthcare Operations
Functional Expertise
CEO/GM
Finance
Chief Operating Officer
Marketing/Sales
Research and Development
Technical Operations
Business Development
Geography
North America
Asia/Middle East
Europe
Demographics
Age	73	60	55	69	67	71	63	49
Tenure	2006	2013	2013	2005	2015	2015	2015	2021
Male/Female	M	M	F	M	M	M	M	F
Race/Ethnicity
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
LGBTQ+

Directors who are Military Veterans: 0

Directors with Disabilities: 0

Directors who Identify as Middle Eastern: 0

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Director Nominees for Election at the 2024 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.

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Shareholder Recommendations

The Governance and Nominating Committee will evaluate any recommendation for director nomineenominees proposed by a shareholder whowho: (i) has continuously held at least 1% of the outstanding shares of our common stock entitled to vote at the annual meeting of shareholders for at least one year by the date the shareholder makes the recommendationrecommendation; 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'sVericel’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 of Shareholders.year’s annual meeting. Any shareholder recommendation for a director nominee must be submitted to the CorporateGeneral Counsel and Secretary, in writing, at 64 Sidney St., Cambridge, MAMassachusetts 02139, and must contain the following information:

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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 a 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 of Shareholders;

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the candidate's name, age, contact information and current principal occupation or employment;

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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 in which the candidate was employed; and

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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.

All directors and director nominees will submit a completed form of directors'director and officers'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.

Board of Directors Leadership Structure
Board’s Role and Responsibilities

The Board of Directors' general policy is that the position of Chairman

Overall Role of the Board of Directors may be held

The Board is elected by the CEO, but that ifshareholders 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 positionsmatters 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 heldcharged by the sameBoard with conducting the business of the Company.

Key Responsibilities of the Board

Oversight of Corporate Strategy		Oversight of Risk Management		Oversight of ESG and 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 management of the Company’s strategy, initiatives, opportunities and reporting on material ESG matters, including DE&I •  The Board 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.

Board’s Role in the Oversight of Risk Management

Vericel management is responsible for assessing and managing risk to the Company, subject to the oversight of the Board. The Board exercises its oversight responsibility directly and through its committees. The Board considers specific risk topics directly, such as risks associated with the Company’s overall strategy, including clinical, product development, and financing strategies, business continuity, crisis preparedness and corporate reputational risks. The Board is kept informed of the committees’ risk oversight activities through periodic reports to the Board. The Board and its committees meet regularly with members of management responsible for managing risk.

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The committees of the Board of Directors execute their oversight responsibility for risk management as follows:

	Audit Committee		Compensation Committee
The Audit Committee has primary responsibility for overseeing risk associated with: •  the Company’s financial and accounting systems, as well as the work performed by Vericel’s independent registered public accounting firm and internal audit team; •  accounting policies; •  investment strategies; •  finance-related reporting; •  regulatory compliance, and risks associated with the manufacturing and production of the Company’s approved products; and •  the Company’s data security and information systems and technology, including cybersecurity. The Audit Committee also reviews transactions between Vericel and its officers, directors, affiliates of officers and directors or other related parties for conflicts of interest. The Audit Committee also receives regular reports and feedback from Vericel’s Chief Compliance Officer concerning the health of the Company’s Compliance Program as well as management’s Enterprise Risk assessment of the organization.		The Compensation Committee is responsible for overseeing risks related to Vericel’s cash and equity-based compensation programs and practices and ensuring that executive and employee compensation plans are appropriately structured so that they do not incentivize excessive risk-taking and are not reasonably likely to have a material adverse effect on Vericel.
			Governance and Nominating Committee
		The Governance and Nominating Committee is responsible for overseeing risks related to the composition and structure of the Board of Directors and its committees, as well as our corporate governance. The Governance and Nominating Committee works to ensure that our corporate governance does not encourage or promote excessive risk-taking on the part of the Board of Directors or by Vericel employees.

Cybersecurity Risk Management

Cybersecurity is a risk management focus area for the Company, with both the full Board and the Audit Committee providing oversight. Role of Management: •  We have developed processes for assessing, identifying and managing material risks from cybersecurity threats. Our enterprise risk management system incorporates risks from cybersecurity threats alongside other risks to the Company. As part of this risk management system, our information technology team oversees and implements security controls designed to minimize the risk or impact of any breach or unauthorized disclosure of our confidential and sensitive data. These controls include security management, intrusion detection and monitoring applications, and multifactor authentication, among other mitigation efforts. •  Our Executive Director, Corporate Information Systems, along with our General Counsel, Information Technology management team, and Chief Operating Officer, oversees our approach to cybersecurity and is responsible for assessing and managing our material risks from cybersecurity threats. In this role, our Executive Director, Corporate Information Systems has access to an external information security firm and an industry-leading intelligence platform and, leveraging these tools, monitors the prevention, detection, mitigation and remediation of cybersecurity incidents across the organization. •  Throughout 2022 and 2023, management worked extensively with external consultants to evaluate the Company’s cybersecurity incident response planning framework and to develop an enhanced enterprise-wide incident response plan to be deployed in the event of, and to help mitigate the impact of, a cybersecurity incident. The Board was actively engaged in this endeavor and received periodic updates and reports concerning the Company’s progress.

Oversight of Environmental, Social and Governance Matters

Board of Directors		Governance and Nominating Committee		Management
•  Provides oversight of, and strategic guidance to, our executive leadership team on ESG topics •  Is comprised of industry leaders with extensive and diverse experiences, which span various business, healthcare, and scientific areas		•  Periodically reviews and oversees management of Vericel’s strategy, initiatives, risks, opportunities and related reporting with respect to significant ESG matters •  Oversees corporate ESG matters as they pertain to the Company’s business and long-term strategy and identifies emerging trends and issues that may affect our operations, performance and external stakeholder relationships •  Periodically receives updates on the Company’s ongoing and future ESG programs, products and disclosures, and the Company’s corporate social responsibility and diversity and inclusion programs and activities		•  Management is tasked with executing on the Company’s ESG strategy and initiatives set by the Board. •  Vericel’s commitment to ESG permeates all levels of the organization, whether it be our Company-level Diversity and Inclusion Advisory Committee, which is designed to further cultivate the diverse culture we have created at Vericel, or whether it be our operations team, which is tirelessly working to complete our new state-of-the-art manufacturing facility and corporate headquarters in Burlington, Massachusetts.

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Human Capital Management and Management Succession Planning

The Board is actively engaged in overseeing the Company’s people and culture strategy. Our Board believes that human capital management and succession planning, including DE&I initiatives, are vital to Vericel’s continued success. During 2023, our Board remained keenly engaged with, and received periodic updates concerning the progress of, the Company’s Diversity and Inclusion Advisory Committee, which is tasked with enhancing diversity across the organization and cultivating a culture and environment that respects, supports and promotes people of all races, ethnicities, religions, nationalities, genders, sexual orientations, and all other qualities that make each of us unique. Additionally, our Board’s involvement in leadership development and succession planning is ongoing, and the Board provides input on important decisions in each of these areas.

Board Oversight		Board Committees’ Responsibilities
		Our committees assist the Board with succession planning as follows:
•  Our Board, with leadership from our Chairman, maintains primary responsibility for succession planning for the Chief Executive Officer and talent retention and development programs for members of senior management •  In 2023, the Board, in conjunction with the Governance and Nominating Committee, reviewed a comprehensive plan that included the Company’s strategy to meet ongoing goals in the event of both planned and unforeseen vacancies at the director level and above, as well as the potential of such individuals to assume increased leadership in the organization		Governance and NominatingCommittee •  At least annually, meets with our CEO to discuss succession planning for members of the executive management team •  Considers the procedure for timely and efficient transfer of CEO responsibilities in the event of an emergency or the sudden incapacity, death, resignation or retirement of Mr. Colangelo, or the occurrence of any other event that would have a material impact on Mr. Colangelo’s ability to fulfill his job duties •  In connection with its oversight of Emergency Succession planning, receives an assessment of the performance of members of senior management and their potential to assume the position of CEO and other key positions within the Company		Compensation Committee •  Performs an annual formal evaluation of the CEO in consultation with the Governance and Nominating Committee

Code of Ethics

In 2023, the Board of Directors oversaw a comprehensive review and revision of the Company’s Code of Business Conduct and Ethics, which applies to all of our employees, officers and directors, and which sets the bedrock principles of our Patients First mission, including expectations for integrity, compliance and ethical conduct in everything we do as a business. The Company also maintains a separate Code of Ethics for Senior Financial Officers. These documents are available on the Investor Relations page of our website, www.vcel.com. We will also make information related to any amendments to, or waivers from, these Codes of Ethics available on the website as required by law.

Board Structure

Board Leadership Structure

The Board of Directors does not have a formal policy on whether the positions of CEO and Chairperson of the Board should be separate or united, but rather will make that determination from time to time in its judgment. The Chairperson of the Board is currently an independent director, but if the ChairmanChairperson of the Board is otherwise not independent, the Board of Directors shallwill appoint an independent Lead Director.lead director. The CEOChairperson of the Board shall preside at all meetings of the shareholdersBoard and unless a Chairman has been elected, at all meetings of the Board of Directors at which he or she is present. If a Chairman has been elected, he or she shall preside at all Board of Directors meetings at which he or she is present and, if independent, at all executive sessions of the independent directors,shareholders, and shall perform such other duties, and exercise such powers, and duties as may be assigned to himprescribed by the Bylaws or her by the Board, of Directors.from time to time. If the ChairmanChairperson of the Board is not independent and a Lead Director islead director has been appointed, he or she shall preside at executive sessions of the independent directors and will bear such further responsibilities as the full Board of Directors may designate from time to time. Currently, Dr. Zerbe serves as the position of Chairman of the Board of Directors is held by Dr. Zerbe.Board’s independent Chairman.

The independent members of the Board of Directors have periodically reviewed this leadership structure and believe it is appropriate for Vericel at the current time. The CEO is responsible for

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setting the strategic direction for Vericel, andas well as the day-to-day leadership and performance of Vericel,the Company, while the Chairman of the Board of Directors provides guidance to the CEO and sets the agenda for, Board of Directors meetings and presides over, meetings of the full Board of Directors. The CEO and Chairman of the Board of Directors provide leadership to the Board of Directors and work with the Board of Directorsit to define its structure and activities in the fulfillment of its responsibilities. The Chairman of the Board of Directors presides over executive sessions, and ensures that no conflict of interest arises between management and the functions of the Board of Directors, and facilitates communication among the directors. The Chairman of the Board of Directors and the CEO work together to provide an appropriate information flow to the Board, of Directors, and the Chairman of the Board of Directors works with other Board of Directors members to provide strong, independent oversight of Vericel'sVericel’s management and affairs. Thus, the Board of Directors believes that the current structure balances the needs for the CEO to run Vericel on a day-to-day basis with the benefit provided to Vericel by significant involvement and leadership of an independent Chairman of the Board of Directors.

Shareholder Communications with Directors
Board Independence

The Board of Directors has adoptedaffirmatively determined that all of the members of the Board and each director nominee, other than Mr. Colangelo, are independent within the meaning of the director independence standards of Nasdaq and the SEC. Mr. Colangelo is not considered independent because of his current employment as the President and CEO of Vericel. There are no family relationships between any of our directors, persons nominated or chosen to be a Shareholder Communicationsdirector or an officer and any of our executive officers.

Executive Sessions

Applicable Nasdaq listing standards require that the independent directors meet from time-to-time in executive sessions. In fiscal year 2023, our independent directors met in regularly scheduled executive sessions with Directors Policy. The Shareholder Communications with Directors Policyonly independent directors present at each Board and committee meeting.

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Committees of the Board

Audit Committee

Kevin McLaughlin Chairperson Members:   Alan Rubino   Robert Zerbe, M.D.		RESPONSIBILITIES Under the terms of its current charter, the Audit Committee’s responsibilities include, in part: •   Reviewing with Vericel’s independent accountants and management the annual financial statements and independent accountants’ opinion; •   Reviewing the scope and results of the examination of Vericel’s financial statements by the independent accountants; •   Reviewing all professional services performed by, and related fees of, the independent accountants; •   Approving the retention of the independent accountants; and •   Periodically reviewing Vericel’s accounting policies and internal accounting and financial controls. The Audit Committee may delegate duties or responsibilities to subcommittees or to one member of the Audit Committee. During the fiscal year ended December 31, 2023, the Audit Committee held four (4) meetings. All members of our Audit Committee are independent (as independence is defined in Rule 5605(a)(2) and as required under Rule 5605(c)(2) of the Nasdaq listing standards). Since March 2015, Mr. McLaughlin, an independent director, has been designated as an audit committee financial expert as defined by the rules of the SEC. The Audit Committee acts pursuant to a written charter, a current copy of which is available on the Investor Relations page of our website, www.vcel.com. For additional information concerning the Audit Committee, see “Report of the Audit Committee of the Board of Directors.” PAST-YEAR HIGHLIGHTS In addition to its important oversight of Vericel’s financial statements and of our independent registered public accounting firm, during 2023, the Audit Committee received regular reports and provided key oversight of treasury, compliance and risk management activities at the organization level, to include management’s continued enhancements to the Company’s cybersecurity readiness. The Committee also oversaw the Company’s update and modernization of its Code of Business Conduct and Ethics.