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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section

PROXY STATEMENT PURSUANT TO SECTION 14(a) of the
Securities Exchange Act of
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment

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Vericel CorporationVERICEL CORPORATION

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Message from the President and
Chief Executive Officer

Message from Our President and Chief Executive Officer

“Looking ahead to 2024, we expect another year of strong revenue growth and further improvement in our profitability metrics driven by continued strength across our portfolio.”		Dear Shareholder:
	We are very pleased with the Vericel delivered another strong year of financial and operationalbusiness results that Vericel achieved in 20202023, generating top-tier revenue growth and even higher growth in light of the significant challenges presented by the COVID-19 pandemic. The Company generated record totalour profitability metrics. Total revenue for the year and delivered record product volumes and revenue for bothincreased 20% to more than $197 million, with MACI® revenue growing 25% to nearly $165 million, and Epicel®. Thisadjusted EBITDA increasing 40% to approximately $34 million. In addition to our strong revenuefinancial performance, generatedthe Company also achieved significant profitabilitybusiness and cash flow,regulatory milestones in 2023, including the first full yearcommercial launch of positive GAAP net income NexoBrid® in Company history. We believe that our 2020 results demonstrate the resiliency of Vericel’s long-term growth profile and that our strong operational execution has positioned the Company for a rapid return to top-tier revenue growth as well as strong profitability and operating cash flow in 2021United States and the years ahead. Most importantly, our continued strong growth means that more patients can benefit from our innovative advanced cell therapy products as we pursue our passion of improving the livesFDA acceptance of our patients and their families. submission to expand the MACI islabel to include arthroscopic delivery of MACI for the leading restorative cartilage repair product used by orthopedic surgeons to treat patients with large symptomatic focaltreatment of cartilage defects in the knee. Given MACI’s recent Our commercial team continued to execute extremely well in 2023. MACI achieved its sixth straight quarter of more than 20% growth and the opportunity for a broader set of orthopedic surgeons to use the product, we increased our MACI sales force from 49 to 76 territories in 2020 in order to have appropriate reach and frequency relative to our expanded target audience of 5,000 surgeons who perform a high volume of cartilage repair procedures. Despite the impact of COVID-19 on physician access and elective surgeries throughout the year, MACI revenue grew to $94.4 million in 2020. Importantly, the underlying drivers for continued growth strengthened during the year as demonstrated by the fact that we received biopsies from approximately 1,500 surgeons, an increase from 1,400 surgeons in 2019. In addition, we achieved record quarterly highs in MACI implants, the number of surgeons taking MACI biopsies, and the total number of MACI biopsies in the fourth quarter, of 2020. We also recently announced UnitedHealthcare’s decision to expand its coverage of MACI to include patients with full-thickness cartilage defects in the patella and multiple defects in the knee. UnitedHealthcare is the largest commercial payer in the United States, covering more than 26 million lives, and more patients treated with MACI are covered by UnitedHealthcare than any other plan in the United States. Over 85% of covered commercial lives in the U.S. have access to MACI and more than 90% of MACI cases submitted to payers are approved. We believe that the expanded coverage will not only improve access for UnitedHealthcare patients, but also will reinforce with surgeons the broad access and favorable reimbursement for MACI and contribute to its continued strong growth in the years ahead. Given the potential $2 billion addressable market for MACI, the strength of the underlying growth drivers and leading indicators exiting 2020, and an increased share of voice in the market, we believe that MACI remains well-positioned to continue on its strong long-term growth trajectory. Our expectation for 2021 is that MACI will return to top-tier revenue growth driven by an accelerationcontinued double-digit growth in the number of surgeons taking MACI biopsies over the full year. Surgeon adoption continues to be a key MACI growth driver and an increasewe are now approaching 50% penetration of our current 5,000 target surgeons. The expansion of our surgeon base and the corresponding growth in biopsies has fueled MACI’s growth and, importantly, we concluded the year with the highest number of MACI implants, implanting surgeons, surgeons taking biopsies and biopsies in a quarter since we launched the product. We also made significant progress advancing our lifecycle management initiatives for MACI. Pre-launch activities for MACI Arthro™ are well underway and we plan to expand our surgeon target base to approximately 7,000 surgeons upon the expected launch of MACI Arthro later this year, to include surgeons that perform high volumes of cartilage repair predominantly through arthroscopic procedures. Initial feedback from surgeons that have used the MACI Arthro instruments during the development phase has been very positive, and we believe that MACI will be well-positioned to take a much more meaningful share of procedures treating cartilage defects in the average numberfemoral condyle of biopsiesthe knee, which represents approximately one-third of the $3 billion addressable market for MACI, or about 20,000 patients per surgeon comparedyear. We are also making progress on our planned MACI clinical development program for the treatment of cartilage injuries in the ankle and are on track to 2020. Epicel isinitiate a potentially life-saving product used by burn surgeons to treat patients with large total body surface area burns. DespiteMACI Ankle clinical study in 2025. Cartilage defects in the challenges related to COVID-19, Epicel revenue grew to $27.5 million in 2020ankle represent the next largest market opportunity for MACI and we had a very strong finish to the year, generating two of the three highest Epicel revenue quarters in history in the third and fourth quarters. We believe that the leadership and sales force structure changes we have implemented across our burn care franchise, which were in placea potential ankle indication, with an estimated $1 billion addressable market, could be another significant growth driver for aMACI.

2024 Proxy Statement	1

”We also are very pleased to have expanded our Burn Care commercial franchise with the U.S. commercial launch of NexoBrid during the fourth quarter of 2023. NexoBrid is an orphan biologic product indicated for the removal of eschar in adult patients with severe burns that provides burn surgeons a less invasive alternative to eschar removal than traditional surgical excision. Together with Epicel®, the only FDA-approved permanent skin replacement for adult and pediatric patients with large full-thickness burns, we believe that we have a premier portfolio of leading products to address both aspects of the treatment pathway for hospitalized burn patients. Importantly, the addition of NexoBrid significantly expands our 2020 results demonstrateBurn Care total addressable market to $600 million and we are now targeting a significantly larger segment of hospitalized burn patients. Our expanded Burn Care franchise generated very strong revenue growth of more than 30% in the resiliencyfourth quarter as Epicel benefited from a higher share of Vericel’svoice in the burn care market and NexoBrid generated strong engagement with burn centers in the early phase of its launch as the product builds a foundation for growth in 2024 and beyond. Overall, the Company delivered a strong financial performance and enhanced value for our shareholders during 2023, exiting the year with a great deal of momentum across the business. Looking ahead to 2024, we expect another year of strong revenue growth and further improvement in our profitability metrics driven by continued strength across our portfolio and the first full year of NexoBrid on the market. In addition, the anticipated launch of MACI Arthro in the third quarter is expected to generate additional procedures toward the end of this year and more meaningfully contribute to our revenue growth in 2025 and beyond. Given the momentum in our business, the significant market opportunities for our products and our strong financial profile, we believe that Vericel is very well-positioned for sustained long-term growth profilein the years ahead. On behalf of our executive leadership team and thatBoard of Directors, I would like to thank our strong operational execution has positioned the Companypatients who inspire us, our employees for a rapid returntheir dedication, and our customers and shareholders for your continued support. We look forward to top-tier revenue growth as well as strong profitability and operating cash flowcontinued success in 20212024 and the years ahead.” Sincerely, Dominick Colangelo President and Chief Executive Officer

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2021 Proxy Statement

Notice of Virtual Annual Meeting of Shareholders

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Message from the President and Chief Executive Officer

full year for the first time in 2020, have yielded positive operational results across a number of important measures. We generated orders from several burn centers that had not previously placed an Epicel order or had not done so in several years, despite hospital access restrictions during the year. We also have seen an increase in the number of treatments per patient and the resulting number of grafts per patient as our sales representatives and clinical support specialists work with surgeons to optimize treatment protocols for Epicel patients with very large total body surface area burns. We are encouraged by these trends and we are optimistic that they can continue in 2021 and beyond and, accordingly, we have increased our growth expectations for Epicel in 2021.

In May 2019, we entered into exclusive license and supply agreements with MediWound Ltd. to commercialize NexoBrid^® in North America. NexoBrid is a topically administered biologic product that enzymatically removes nonviable burn tissue, or eschar, in patients with deep partial- and full-thickness thermal burns within four hours of application and without harming viable tissue. NexoBrid is approved in the European Union and other international markets and has been designated as an orphan biologic in the United States. MediWound, with the support of Vericel, submitted a Biologics License Application to the U.S. Food & Drug Administration in June 2020. The FDA accepted the application for review in September 2020 and assigned a Prescription Drug User Fee Act target date of June 29, 2021.

In August, we announced that the U.S. Biomedical Advanced Research and Development Authority had accepted the first shipment of NexoBrid as part of its mission to build national preparedness for public health emergencies. As part of the license agreement, Vericel and MediWound equally split gross profits generated by BARDA’s initial $16.5 million procurement and Vericel recognized $2.2 million of NexoBrid-related revenue in 2020.

Extensive pre-commercialization activities are now underway for NexoBrid to support the planned launch upon potential approval. In addition to the ongoing disease state awareness campaign that we launched last year, we continue to advance our commercial launch plans, including a number of brand development and market access initiatives. Our medical affairs team is engaged with burn centers in training and educational initiatives through the NEXT expanded access protocol, which we believe will be important for NexoBrid, once approved, to potentially replace surgical excision as the standard of care for removing eschar in patients with severe burns.

In 2020, Vericel recognized full-year revenue of $124.2 million, an increase of approximately 5% over 2019. Since MACI’s launch in 2017, Vericel has grown revenue at a compound annual growth rate of approximately 25%. The Company also generated strong profitability and operating cash flow in 2020, reporting net income of $2.9 million and approximately $18 million in operating cash flow. As a result, we increased our cash and investments by approximately $21 million to $100 million at the end of 2020, further strengthening our balance sheet while enhancing our overall financial position and strategic flexibility moving forward.

Looking ahead, in addition to delivering top-tier revenue growth, we expect to maintain our long-term profitability profile by delivering on our financial goals of converting approximately 80% of marginal revenue to gross profit and 50% to adjusted EBITDA. We believe that achieving these goals will position the Company to generate substantial profit and cash flow growth in the years ahead. Despite the challenges of 2020, we enter 2021 in a stronger position than ever and we are confident in our ability to deliver on these goals. We would not be in this strong position without the dedication of our employees and the support of our collaborators and shareholders, and we thank all of you for your continued support.

Sincerely,

Dominick C. Colangelo
President and Chief Executive Officer

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Notice of Virtual Annual Meeting of Shareholders

Dear Shareholder of Vericel Corporation:

You are cordially invited to attend the Virtual Annual Meeting of Shareholders of Vericel Corporation (the “Annual Meeting”), a Michigan corporation. The Annual Meeting will be held on Wednesday, April 28, 2021,May 1, 2024, at 9:00 a.m. (Eastern Time),Eastern Time, via a live audio webcast at www.virtualshareholdermeeting.com/VCEL2021.VCEL2024. A list of shareholders entitled to vote at the Annual Meeting will be available for inspection by any shareholder at our offices in Cambridge, Massachusetts during ordinary business hours for a period of 10 days prior to the meeting. This list will also be available for shareholders to view online at the time of the meeting.

Voting Items

Proposal			Board Voting Recommendation		For Further Details
1.1		To elect seven (7)eight (8) directors, each to each serve a term of one year expiring at the 20222025 annual meeting		FOR each director nominee		Page 1619
2.2		To approve, on an advisory basis, the compensation of our named executive officers	FOR	FOR		Page 3242
3.3	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, 20212024	FOR	FOR		Page 5164

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 C. Flynn

Senior Vice President, General Counsel and Secretary

Cambridge, Massachusetts

March 19, 202121, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VERICEL 2021 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2021 The Notice of Virtual Annual Meeting of Shareholders, Proxy Statement, proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are available at www.vcel.com by following the link for “Investor Relations.” To obtain more information concerning how to attend the Annual Meeting via the live audio webcast, please contact Vericel Corporation at (617) 588-5555. Whether or not you plan to attend the Annual Meeting, please promptly complete your proxy as indicated above in order to ensure representation of your shares. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed in your Notice and in this Proxy Statement.

		BACKGROUND
	BackgroundDate and Time May 1, 2024, at 9:00 a.m. Eastern Time
	Date and Time April 28, 2021, at 9:00 a.m. (Eastern Time)
	Location Via a live audio webcast at www.virtualshareholder meeting.com/VCEL2021VCEL2024
	Who Can Vote You may vote at the Annual Meeting if you were a shareholder of record at the close of business on March 4, 20218, 2024
Voting Methods
VOTING METHODS
	Internet or Telephone Follow the instructions on your proxy card and onat www.proxyvote.com
	Mail Vote, sign and return the proxy card to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717
	Online at the Annual Meeting www.virtualshareholder meeting.com/VCEL2021 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. 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.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VERICEL 2024 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 1, 2024

The Notice of Virtual Annual Meeting of Shareholders, Proxy Statement, proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.vcel.com by following the link for “Investor Relations.” To obtain more information concerning how to attend the Annual Meeting via the live audio webcast, please contact Vericel Corporation at (617) 588-5555.

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

2021
2024 Proxy Statement	3

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Table of Contents

Message from theOur President and Chief Executive Officer		1
Notice of Virtual Annual Meeting of Shareholders	3
Proxy Overview		5
Proxy OverviewCorporate Governance		519
Corporate Governance	16
Proposal 1: Election of Directors	1619
Board’s Skills and Experience		1622
Board’s Role and Responsibilities		2429
Board Structure		2534
Board Practices, Policies and Processes		2937
Compensation of Directors		3039
Executive Compensation	3242
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers	3242
Vericel’s Executive Officers		43
Compensation Discussion and Analysis		3444
Executive Compensation TablesCommittee Report		4453
Executive Compensation Tables		54
CEO Pay Ratio		5060
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
Audit MattersOverview		5163
Audit Matters		64
	Proposal 3:4: Ratification of Appointment of Independent Registered Public Accounting Firm	5164
Fees of Independent Registered Public Accounting Firm		5165
Pre-Approval Policy		5265
Report of the Audit Committee of the Board of Directors		52
Information about Stock Ownership	5365
Information About Stock Ownership		66
Stock Ownership of Certain Beneficial Owners and Management		5366
Additional Information		68

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Proxy Overview

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Vericel Corporation (the “Board of Directors” or the “Board”), a Michigan corporation, for use at the Annual Meeting of Shareholders to be held on Wednesday, April 28, 2021,May 1, 2024, at 9:00 a.m. (Eastern Time),Eastern Time, via a live audio webcast at www.virtualshareholdermeeting.com/VCEL2021,VCEL2024 or at any adjournments or postponements thereof. An Annual Report to Shareholders, containing financial statements for the year ended December 31, 2020,2023, 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 19, 2021.21, 2024. Unless the context requires otherwise, references to “we,” “us,” “our,” and “Vericel” refer to Vericel Corporation.

This overview highlights certain information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more information about our business and 20202023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2020,2023, as filed with the Securities and Exchange Commission (“SEC”) on February 24, 2021.29, 2024.

About Vericel

Advanced Therapies for the Sports Medicine and Severe Burn Care Markets

Vericel is a leader inleading provider of advanced therapies for the sports medicine and severe burn care markets. We have aWhether we are treating damaged cartilage or severe burns, we provide advanced therapies to repair serious injuries and restore lives. Our highly differentiated portfolio of highly innovative advancedcell 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 specialty biologics that have significant barriers to entry. We currently market two advanced cell therapy products in the United States, MACI^® and Epicel^®, whichhealthy knee cartilage.

Today, we are approved and regulated by the U.S. Food & Drug Administration (FDA) as combination biologic/device products, with the biologic component being the use ofknown 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 damaged tissue and restore function. Our business development strategy focuses,of symptomatic, single or multiple full-thickness cartilage defects of the knee with or without bone involvement in part, on building commercial franchises around our current advanced cell therapy products. In 2019, we addedadults. Epicel^® (cultured epidermal autografts) is a new product candidatepermanent skin replacement for the treatment of patients with deep dermal or full thickness burns greater than or equal to our portfolio when we entered into30% of total body surface area. We also hold an exclusive license agreement with MediWound Ltd. for North American rights to NexoBrid^®(anacaulase-bcdb), a registration-stage biological orphanbotanical drug product containing proteolytic enzymes, which is indicated for debridementthe removal of severe thermaleschar in adults with deep partial-thickness and/or full-thickness burns.

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

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.

2024 Proxy Statement

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

Our lead product is MACI, (autologous cultured chrondocytes on porcine collagen membrane),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 approved by the FDA in its class. MACI, which is the first FDA-approved tissue-engineered cellularized scaffold product that uses a patient’s own cells, is indicated for the repair of symptomatic, single or multiple full-thickness cartilage defects of the knee in adult patients. MACI is produced from a patient’s own cartilage cells, which are obtained from a biopsy of healthy cartilage, expanded and uniformly seededplaced onto a resorbable porcine collagen membrane andthat 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.

There are approximately 750,000 cartilage repair surgical procedures performed in the U.S. each year. We estimate that approximately 60,000 of these patients are candidates for MACI each year, representing a potential market opportunity greater than $2 billion per year.

2021 Proxy Statement

5 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.

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Proxy Overview

Epicel (cultured epidermal autografts), our second commercial product, 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 a small biopsytwo postage stamp-sized biopsies of healthy skin, expanded to form skin grafts, and placed onto the burn wound site.

Epicel is an important, 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 more than $100

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.

NexoBrid (concentrate of proteolytic enzymes enriched in bromelain), is a topically-administered biological orphan product candidate that enzymatically removes nonviable burn tissue, or eschar, in patients with deep partial and full-thickness thermal burns within four hours of application, without harming viable tissue. MediWound has submitted a biologics license application (“BLA”) to the FDA seeking regulatory approval of In 2023, we commercially launched NexoBrid in the United States, which is currently underan 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.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

NexoBrid is highly synergistic with our existing burn care franchise

Financial Highlights

Continued Strong Revenue and we believe that, if approved, NexoBrid will provide burn surgeons with an important new treatment option with significant advantages overProfit Growth Across the current standard of care, surgical eschar removal, and significantly expand Vericel’s presence in the burn care market. 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, representing a potential market opportunity of over $200 million per year.Organization

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Proxy Overview

Strong Performance Across Several Financial Measures in 2020 Despite the Impact of COVID-19

We believe that our highly innovative portfolio with significant barriers to entry will allow us to continue to generate sustained top-tier revenue growth in our large underpenetrated markets for many years. In addition, we believe that our business model, which is built on commercializing high-value products with concentrated call points, will continue to generate strong profits and operating cash flow in the years ahead. The strength and resiliency of our business was demonstrated in 2020, as we achieved strong performance across several financial measures despite the impact of COVID-19.

Top-Tier Total Net Revenue Growth		Gross MarginYear-over-Year Total Net Revenue Growth Adjusted EBITDA*
Adjusted EBITDA Margin*
•  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

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Proxy Overview

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 over the past five years hashave translated tointo significant value for our shareholders. Indeed, between 2016Between December 30, 2022 and 2020, an investment in our Company’s commonMarch 8, 2024, the value of Vericel’s publicly-traded stock has yielded a return of 929%increased approximately 72%, with a 77% return in 2020 alone.

The graph above depicts the total shareholder return from December 31, 2016 through December 31, 2020 for (i) our common stock, (ii) the Nasdaq Composite Index (U.S.) and (iii)outperforming the Nasdaq Biotechnology Index. PursuantIndex, 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 applicable SEC rules, all values assume reinvestmentincorporating 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 full amountCompany’s operations and as part of all dividends, however, no dividendsthat commitment we have been declared onimplemented several process improvements and adopted operational efficiencies to reduce our common stockenvironmental footprint. We have adopted environmentally sustainable practices into our facilities and manufacturing operations and have established procedures and policies to date. manage our electricity and water usage, as well as the handling of medical and hazardous waste.

The shareholder return shown onCompany is currently constructing a new state-of-the-art advanced cell therapy manufacturing and corporate headquarters facility in the graph belowgreater 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 end of 2024.

Importantly, Vericel’s new facility will be located within a campus that is not necessarily indicative of future performance,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 do not make or endorse any predictions asprepare to future stockholder returns.transition operations to our new facility.

*8	For more information concerning Vericel’s presentation of Non-GAAP measures, including reported net income (GAAP) to adjusted EBITDA (Non-GAAP) and adjusted EBITDA margin, please refer to the Company’s discussion of “GAAP versus Non-GAAP Measures”, on page 59 of this Proxy Statement.

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

Performance against Our Metrics

Patients Access to Our Goals Products		Our Metrics		Our Performance People Diversity, Equity & Inclusion
		Generate total net revenue of $152.6 million		●Total net revenue fell short of our established goal, largely because of the restrictions and disruptions caused by the COVID-19 pandemic, including the periodic cessation of elective surgical procedures throughout the United States ●Budget expense target exceeded in 2020, resulting in first full-year of positive net income in Company history
		Achieve budget expense target of $121.5 million
		Achieve budgeted MACI biopsy conversion rate and MACI implanting and biopsy surgeon engagement goals		●Partially achieved established implanting and biopsy surgeon goals
		Complete MACI, Epicel and NexoBrid long-term brand development initiatives		●Partially achieved established product brand development initiatives
		Submit NexoBrid BLA to the FDA for review		●BLA submitted to FDA ahead of established timeline
		Complete key manufacturing and IT efficiency improvement initiatives		●Achieved manufacturing and IT improvement initiative goals at established target
		Complete manufacturing capacity assessment and Board approval of long-term manufacturing plan		●Manufacturing assessment and long-term manufacturing plan goals achieved at established targeted rate
		Execute high-quality business development transaction		●Company chose not to move forward on any business transaction during 2020

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Board of Directors

									Committee Membership
Name and Principal Occupation			Age		Independent		Director Since		AC	CC	GNC
	Robert L. Zerbe, M.D. Retired Chief Executive Officer, QUATRx Pharmaceuticals Company		70				2006
	Dominick C. Colangelo President and Chief Executive Officer, Vericel Corporation		57				2013
	Heidi Hagen Interim Chief Executive Officer, Ziopharm Oncology, Inc.		52				2013
	Alan L. Rubino President and Chief Executive Officer, RenovaCare, Inc.		66				2005
	Kevin F. McLaughlin Senior Vice President, Chief Financial Officer and Treasurer, Acceleron Pharma Inc.		64				2015
	Steven C. Gilman, Ph.D. Retired Chairman and Chief Executive Officer, ContraFect Corporation		68				2015
	Paul K. Wotton, Ph.D. Chief Executive Officer, Obsidian Therapeutics, Inc.		60				2015

Corporate Governance

CC - Compensation CommitteeBoard Independence and Composition		GNC - Governance and Nominating CommitteeBoard Performance Oversight Role
Committee Chair		MemberPolicies, Programs and Guidelines		Financial Expert

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Board Snapshot

Independence		Age		Tenure

Skills and Experience

Prior Board Experience 7/7		Industry Experience BioPharma – 7/7		Complex Biologics – 2/7
		Medical Technologies 2/7
Functional Expertise •  CEO/GM – 7 out of 8 directors are /7independent •		Marketing/Sales – 2 out of 8 directors (25%) are /7women		• 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 Development – 4/7
	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

Finance 1/710

Research & Development 3PROPOSAL 1:/7		Chief Operating Officer 2/7
Technical Operations – 2/7
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

Shareholder Engagement

Board Snapshot		Skills and Experience

Shareholder Engagement
	Vericel greatly values the perspectives that we gain through direct engagement with our shareholders.		In 2020,2023, 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 Environmental, Socialproduct development and Governance (“ESG”) matters. Additionally, in October 2020, we hosted a virtual Investor Day focusing on our development-stage product, NexoBrid, as well as the future outlook for MACI and Epicel.		Vericel greatly values the perspectives that we gain through direct engagement with our shareholders.commercialization.

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Corporate Governance Highlights

Board Independence and Composition12	Board Performance	Shareholder Rights	Policies, Programs and Guidelines
●6 out of 7 directors are independent ●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	●All directors then in office attended 100% of the meetings of the Board, and all directors then in office attended 80% or more of the meetings of the committees on which he or she served during 2020 ●Oversight of key risk areas and certain aspects of risk management efforts ●100% director attendance at our 2020 annual meeting ●Oversight of strategic plan development and execution ●Oversight of key risk areas and management process ●Oversight of executive compensation programs to align with long-term strategies ●Oversight of executive succession planning ●Annual Board and committee self-evaluations ●Board education on key topics, including ESG issues and Cybersecurity	●Annual election of directors ●No shareholder rights plan or “poison pill” (Termination of pre-existing plan was unanimously approved by our Board in February 2021)	●Comprehensive Code of Conduct and Business Ethics ●Policy preventing the hedging or pledging of our shares by directors and executive officers ●Commitment to diversity of Board in terms of specific skills and characteristics (including expertise, race, ethnicity, gender)

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PROPOSAL 2:
Advisory Vote to Approve the Compensation of Ourour 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.
	The Board recommends a vote FOR this proposal.		See Page page 4232

2020 Financial Performance

Total net revenue of $124.2 million						Gross margin of 68%		Net income of $2.9 million, or $0.06 per share2023 Financial and Business Performance		Non-GAAP adjusted EBITDA of $18.6 million*
$197.5 million Record full-year total net revenue, representing 20% year-over-year growth		Operating 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 flow of $17.6 million generated during 2020		Cash and investments of $100 million as of December 31, 2020, 2023, and no debt

Executive Compensation Objectives and Philosophy

We have designed our executive compensation program to attract, retain and motivate the executive talent necessary to advance our business of developing and commercializing advanced therapies for the sports medicine and severe burn care markets and to increase shareholder value. Our compensation program is aligned with our business strategy and priorities, encourages executive officers to work for meaningful shareholder returns and reflects a pay-for-performance philosophy. It does not encourage our executive officers to assume excessive risks or result in excessive pay levels. We achieve our pay objectives by providing short-term cash bonuses tied to our annual financial, product development and operational goals and by granting long-term equity awards. To this end, our compensation programs for executive officers are designed to achieve the following objectives:

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Elements of Compensation

The primary components of our executive officer compensation program are: (i) annual base salary; (ii) annual non-equity incentive compensation, which is based on the achievement of specified Company goals; and (iii) long-term equity incentive compensation in the form of periodic stock optionoptions 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 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 of projected cash compensation against peer group benchmarks.
		Annual Non-Equity Incentive Compensation		Annual Non- Equity Incentive Compensation				Given the nature of our business, the The determination of annual incentives for our executives has beenis tied to achieving our financial targets, advancing our commercial and development stagedevelopment-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 Long-Term Equity Incentive Compensation						Long-term incentive compensation allows thealigns 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

Governance Features of Our Executive Compensation Program

		What We Do
	What We Do			What We Don’t Do
		Design executive compensation to align pay with performance   Balance short- andshort-and long-term incentive compensation to incentivize achievement of short- andshort-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 executivesdirectors and employees (including our executives) (for more information, please see our Special Trading Procedures for Insiders, available at www.vcel.com)   Conduct competitive benchmarking to alignof our executive compensation withprogram 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 controlchange-in-control benefits   No single-trigger change in controlchange-in-control benefits No liberal share recycling   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 No repricing of underwater   Do not reprice stock options without prior shareholder approval

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	Proposal
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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

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 2021.
	The Board recommends a vote FOR this proposal.2024.		See Page page 64             51

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, 2021. PricewaterhouseCoopers LLP2024. 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, 20202023 by PricewaterhouseCoopers LLP,PwC, our independent registered public accounting firm for that period, to ensure they maintain theirthe firm maintains its independence. The following table sets forth the aggregate fees accrued by Vericel for the fiscal years ended December 31, 20192022 and 2020,2023, respectively, for PricewaterhouseCoopers LLP:PwC:

2021 Proxy Statement18

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Corporate Governance

PROPOSAL 1: Election of Directors
Election of Directors			The Board of Directors recommends that shareholdersa vote FOR the election of each nominee.

Overview

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

Our Board is committed to the continuous improvement of our corporate governance structure, the principles of enterprise-wide diversity and inclusion, the oversight of our corporate ESG initiatives and enhancing the composition and effectiveness of the Board itself.

	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)

Our Company’s Amended and Restated Bylaws (“Bylaws”) provide that the Board of Directors will consist of not less than five nor more than nine members, as fixed from time-to-time by a resolution of the Board, of Directors, and that all directors will be elected annually. The Board of Directors currently consists of seven (7)eight (8) directors. The persons named below as nominees for director will, if elected, each serve a term of one year expiring at the 20222025 annual meeting of shareholders or until their successors are elected and qualified.

Vote Required

The affirmative vote of a plurality of the total shares of common stock entitled to vote and be represented in person or by proxy is required for the election of each of the nominees. It is the intention of the persons named as proxies to vote such proxy FOR the election of all nominees, unless otherwise directed by the shareholder. The Board of Directors knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the Board 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’s achievement of a plurality. Shares present at the meeting or represented by proxy where the shareholder properly withholds authority to vote for such nominee in accordance with the proxy instructions and “broker non-votes” will not be counted toward such nominee’s achievement of a plurality.

Board’s SkillsBoard Refreshment and ExperienceSuccession Planning

Selection of Directors

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

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Corporate Governance

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 L. Zerbe, M.D.	Dominick C. Colangelo	Heidi Hagen	Alan L. Rubino	Kevin F. McLaughlin	Steven C. Gilman, Ph.D.	Paul K. Wotton, Ph.D.
Prior BOD Experience
Industry Experience
Medical Technologies
BioPharma
Complex Biologics
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	70	57	52	66	64	68	60
Tenure	2006	2013	2013	2005	2015	2015	2015
Male/Female	M	M	F	M	M	M	M

2021 Proxy Statement

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Director Nominees for Election at the 2021 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.   Independent Retired Chief Executive Officer, QUATRx Pharmaceuticals Company Professional Highlights Robert L. Zerbe, M.D., has served as a director of Vericel since January 2006 and as the Chairman of our Board of Directors since October 2012. Until July 2016, Dr. Zerbe served as 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, 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. Other Leadership Positions and Experiences Dr. Zerbe also serves on the board of directors of Metabolic Solutions Development Company and Cirius Therapeutics, both private companies focusing on metabolic diseases. Qualifications of Particular Relevance to Vericel 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. The Board of Directors believes Dr. Zerbe’s qualifications to serve on our Board of Directors include his senior management positions at major pharmaceutical companies and his clinical development experience.
Age: 70 Director Since: 2006 Other Current Public Company Directorships: None Vericel Board committee(s): Audit and Governance and Nominating Committees

		Dominick C. Colangelo President and Chief Executive Officer, Vericel Professional Highlights Dominick C. Colangelo has served as a director and as Vericel’s President and Chief Executive Officer since March 2013. Mr. Colangelo has more than 20 years of executive management and corporate development experience in the biopharmaceutical industry, including nearly 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, Mr. Colangelo held positions as Director of Strategy and Business Development for Eli Lilly’s Diabetes Product Group and also served as a founding Managing Director of Lilly Ventures. Other Leadership Positions and Experiences Mr. Colangelo also serves on the board of directors of Trevi Therapeutics, Inc., a publicly-traded clinical-stage biopharmaceutical company focused on the development and commercialization of treatments for serious neurologically-mediated conditions. Mr. Colangelo is a member of both the Audit and Compensation Committees of the Trevi Therapeutics board. Qualifications of Particular Relevance to Vericel 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 serve on our Board of Directors include his significant contributions within the biopharmaceutical industry, as well as the experiences developed through his legal and accounting backgrounds.
Age: 57 Director Since: 2013 Other Current Public Company Directorships: Trevi Therapeutics, Inc. Vericel Board committee(s): None

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		Heidi Hagen   Independent Interim Chief Executive Officer, Ziopharm Oncology, Inc.; Biotechnology and Pharmaceutical Operations and Technology Consultant, HH Consulting LLC Professional Highlights Heidi Hagen, a director since August 2013, currently serves as Interim Chief Executive Officer of Ziopharm Oncology, Inc., a publicly-traded company focused on developing the next generation of immune-oncology gene and cell therapies. Ms. Hagen was appointed Interim CEO in February 2021 and has served on the Ziopharm Oncology board of directors since June 2019. Ms. Hagen also continues her work as a biotechnology and pharmaceutical operations and technology consultant with HH Consulting LLC, an organization she began in October 2012. Additionally, since October 2015, Ms. Hagen has served as Co-founder and Advisor (formerly 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, and 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 positions in drug development, supply chain and operations. Other Leadership Positions and Experiences In addition to serving on the Ziopharm Oncology board of directors, since June 2019, Ms. Hagen has been a member of the board of directors of Lykan Biosciences, a privately-held company focused on cell and gene manufacturing. Qualifications of Particular Relevance to Vericel Ms. Hagen earned a B.S. in cell and molecular biology, M.S. in bioengineering, and M.B.A. at the University of Washington. The Board of Directors believes Ms. Hagen’s qualifications to serve on our Board of Directors include her leadership roles in the biotechnology industry in a wide range of positions, as well as her expertise in manufacturing, quality and other technical operations in the biotechnology and pharmaceutical space.
Age: 52 Director Since: 2013 Other Current Public Company Directorships: Ziopharm Oncology, Inc. (Interim Chief Executive Officer) Vericel Board committee(s): Compensation and Governance and Nominating (Chair) Committees

		Alan L. Rubino   Independent Chairman, President and Chief Executive Officer, RenovaCare, Inc. Professional Highlights Alan L. Rubino, a director since September 2005, has served as Chairman, President and Chief Executive Officer of RenovaCare, Inc., a publicly-traded biotechnology company, since November 2019. Prior to RenovaCare, from September 2012 to November 2019, Mr. Rubino served as Chief Executive Officer and President of Emisphere Technologies, Inc. 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 Hoffman-La Roche tenure, Mr. Rubino 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. Other Leadership Positions and Experiences Since 2014, Mr. Rubino has served on the board of directors of SANUWAVE Health, Inc. Additionally, since 2010, Mr. Rubino has served on the board of directors of Genisphere, Inc., a private company that provides a nanotechnology platform for targeted drug delivery. Mr. Rubino also serves on the board of advisors of Rutgers University School of Business and the Lerner Center for Pharmaceutical Studies. Qualifications of Particular Relevance to Vericel Mr. Rubino received a B.A. 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. The Board of Directors believes Mr. Rubino’s qualifications to serve on our Board of Directors include his financial acumen as well as his leadership roles in the life sciences industry in a wide range of positions, including those focused on sales and marketing and SEC matters. Additionally, Mr. Rubino possesses significant expertise in human resources, compensation and business development matters.
Age: 66 Director Since: 2005 Other Current Public Company Directorships: SANUWAVE Health, Inc. RenovaCare, Inc. (Chairman and Chief Executive Officer) Vericel Board committee(s): Audit and Compensation (Chair) Committees

2021 Proxy Statement

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Corporate Governance

		Kevin F. Mclaughlin   Independent Senior Vice President, Chief Financial Officer and Treasurer, Acceleron Pharma Inc. Professional Highlights Kevin F. McLaughlin, a director since January 2015, has been the Senior Vice President, Chief Financial Officer and Treasurer of 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 publishing services company, 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 and later became Chief Operating Officer, and then President and Chief Executive Officer, while serving as a member of the board of directors. He began his career in senior financial roles at Prime Computer and Computervision Corporation. Other Leadership Positions and Experiences Mr. McLaughlin is a member of the board of directors and Chairman of the audit committee of Stealth Biotherapeutics Corp. Qualifications of Particular Relevance to Vericel 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 serve on our Board of Directors include his leadership roles in the biopharmaceutical industry in a wide range of positions and his expertise handling financial and accounting matters.
Age: 64 Director Since: 2015 Other Current Public Company Directorships: Stealth Biotherapeutics Corp. Vericel Board committee(s): Audit (Chair) Committee

		Steven C. Gilman, Ph.D.   Independent Retired Chairman and Chief Executive Officer, ContraFect Corporation Professional Highlights Steven C. Gilman, Ph.D., a director since January 2015, served as the Chairman of the board of directors and Chief Executive Officer of ContraFect Corporation until his retirement in April 2019. 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 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. Other Leadership Positions and Experiences Dr. Gilman currently serves on the boards of directors of ContraFect Corporation, SCYNEXIS, Inc. and Akebia Therapeutics, Inc., and previously served on the board of directors of Momenta Pharmaceuticals, Inc. Dr. Gilman has also served on the board of directors of the Massachusetts Biotechnology Association and held advisory roles on the Penn State University biotechnology board and the Northeastern University drug discovery board. Qualifications of Particular Relevance to Vericel Dr. Gilman received his B.A. in microbiology from Miami University of Ohio and a Ph.D. and M.S. degree in microbiology from Pennsylvania State University. Dr. Gilman performed his post-doctoral training at Scripps Clinic and Research Foundation. The Board of Directors believes Dr. Gilman’s qualifications to serve on our Board of Directors include his leadership roles in the biopharmaceutical industry in a wide range of positions.
Age: 68 Director Since: 2015 Other Current Public Company Directorships: ●ContraFect Corporation ●SCYNEXIS, Inc. ●Akebia Therapeutics, Inc. Vericel Board committee(s): Compensation Committee

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Corporate Governance

		Paul K. Wotton, Ph.D.   Independent Chief Executive Officer, Obsidian Therapeutics, Inc. Professional Highlights Paul K. Wotton, Ph.D., a director since January 2015, currently serves on the board of directors and is the Chief Executive Officer of Obsidian Therapeutics, Inc., a position he has held since April 2019. Previously, he was the founding President and Chief Executive Officer of Sigilon Therapeutics, Inc., a cell therapeutics company started in May 2016. Prior to that, he served as the President and Chief Executive Officer and as 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, where he also served as the Co-Chairman of the Integration Management Office from February 2016 until May 2016. Prior to Ocata, Dr. Wotton served as President and Chief Executive Officer and as 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. Prior to Topigen, he was the Global Head of Business Development of SkyePharma PLC. Earlier in his career, Dr. Wotton held senior level positions at Eurand International BV, Penwest Pharmaceuticals, Abbott Laboratories and Merck, Sharp and Dohme. Other Leadership Positions and Experiences Dr. Wotton serves as a member of the board of directors of Cynata Therapeutics Limited and PaxMedica, Inc. and, previously, was a member of the board of directors and Chairman of the compensation committee of Veloxis Pharmaceuticals A/S, until its acquisition by Asahi Kasei in January 2020. Dr. Wotton is also past Chairman of the Emerging Companies Advisory Board of BIOTEC Canada and was named Ernst & Young Entrepreneur of the Year for Life Sciences, New Jersey, in 2014. Qualifications of Particular Relevance to Vericel Dr. Wotton received his Bachelor’s in Pharmacy, with honors, from University College London, his Ph.D. in pharmaceutical sciences from the University of Nottingham and his M.B.A. from Kingston Business School. The Board of Directors believes Dr. Wotton’s qualifications to serve on our Board of Directors include his leadership roles in the life sciences industry in a wide range of positions.
Age: 60 Director Since: 2015 Other Current Public Company Directorships: Obsidian Therapeutics, Inc. (Chief Executive Officer) Cynata Therapeutics Limited Vericel Board committee(s): Governance and Nominating Committee

2021 Proxy Statement

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Corporate Governance

Identifying and Evaluating Candidates for Director

The Governance and Nominating Committee (the “Governance Committee”) evaluates and recommends to the Board of Directors the nominees for each election of directors. Both the Governance and Nominating Committee and the Board use a variety of methods for identifying and evaluating such nominees, and the Governance and Nominating Committee, in consultation with the Chairman and other Board members, regularly assesses the composition 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 specific skills and characteristics that could improve the overall quality and ability of the Board to carry out its oversight of the Company and other functions.

The Governance and Nominating Committee’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, 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. 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’s business. There are no stated minimum criteria for director nominees, and the Governance 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/medical device space, the Board believes it should be comprised of persons with skills and experience in areas such as:

The Governance 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

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   Current members of the Governance and Nominating Committee and its Director Nominations Policythe Board are polled for suggestions as to clearly state that in filling each open director positionindividuals meeting the criteria of the Governance Committee will endeavorand Nominating Committee.

   Research may also be performed 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 whereidentify qualified individuals.

   If the Governance and Nominating Committee engagesbelieves that the Board 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 a Board member search, it requires that the search firm actively seek out highlyidentifying qualified female and racially/ethnically diverse candidates, as well as individuals with diverse backgrounds, skills and experiences, to include in the candidate pool.candidates.

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 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 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 BoardBoard.

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 Directors.

The Governance Committee identifies nominees by first evaluatingVericel and its shareholders. In general, and given Vericel’s position as a leader in the current members ofbiotechnology and medical technology space, the Board believes it should be comprised of Directors willing to continue in service. Current members of the Board of Directorspersons with skills and experience that are relevantin areas such as:

Following the identification of one or more potential candidates 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 theserve on 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 Committee identifies the desired skills and experience of a new nominee in light of the criteria above. Current 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 Board are polled for suggestions as to individuals meeting the criteriacandidate’s skills and qualifications. One or more members of the Governance Committee. Researchand Nominating Committee will then conduct an interview of each candidate. The Company’s CEO may also be performed to identify qualified individuals. Ifparticipate in such interview, if desired.

Once the Governance and Nominating Committee believesidentifies 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 Directors requires additionalthe 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 nomination,open director positions by amending the Charter of the Governance and Nominating Committee may explore alternative sources for identifying additional candidates. This mayand 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 engaging, as appropriate,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 identifyinga Board member search, the policy requires that the search firm actively seek out highly qualified candidates.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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