Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Table of Contents

March 20, 201722, 2018

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders on Wednesday, May 3, 20172, 2018 at 9:00 a.m., local time, at Vericel Corporation's headquarters located at 64 Sidney St., Cambridge, MA 02139.

At this Annual Meeting, the agenda includes (1) the election of seven (7) directors, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017,2018, (3) an advisory vote on the approvalfrequency of future advisory votes to approve the 2017 Omnibus Incentive Plan,compensation of our named executive officers, and (4) the approval, on an advisory basis, of the compensation of our named executive officers. The Board of Directors unanimously recommends that you voteFOR the election of each director nominee,FOR the ratification of the appointment of PricewaterhouseCoopers LLP, for everyFOR1 YEAR as the approvalfrequency of holding future advisory votes on the 2017 Omnibus Incentive Plancompensation of our named executive officers andFOR the approval, on an advisory basis, of the compensation of our named executive officers.

All shareholders are cordially invited to attend the Annual Meeting in person. Enclosed are a Notice of Annual Meeting of Shareholders and Proxy Statement describing the formal business to be conducted at the meeting. Under Securities and Exchange Commission rules, we are providing access to the proxy materials for the Annual Meeting to our shareholders via the Internet. Accordingly, you can access the proxy materials and vote at www.proxyvote.com. Instructions for accessing the proxy materials and voting are described below and in the Notice of Annual Meeting of Shareholders that you received in the mail. Please give the proxy materials your careful attention.

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

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

		Sincerely,
		DOMINICK C. COLANGELO President and Chief Executive Officer

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

VERICEL CORPORATION
64 Sidney St.
Cambridge, MA 02139

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 3, 20172, 2018

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE YOUR PROXY AS INDICATED ABOVE IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES. PLEASE REVIEW THE INSTRUCTIONS FOR EACH

Table of Contents

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

		By order of the Board of Directors,
		JACQUELYN FAHEY SANDELL Corporate Secretary Cambridge, Massachusetts March 20, 201722, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VERICEL 20172018 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2017:2, 2018: The Notice of 2017 Annual Meeting of Shareholders, proxy statement, proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 20162017 are available at www.vcel.com by following the link for "Investors."Investor Relations." To obtain directions to our offices in order to attend the annual meetingAnnual Meeting in person, please visit the "Investors—Events & Presentations" section of our website at www.vcel.com or contact Investor Relations at (734) 418-4411.

Table of Contents

VERICEL CORPORATION
64 Sidney St.
Cambridge, MA 02139

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors") of Vericel Corporation, a Michigan corporation, for use at the Annual Meeting of Shareholders to be held on Wednesday, May 3, 20172, 2018 at 9:00 a.m., local time, at our headquarters located at 64 Sidney St., Cambridge, MA 02139, or at any adjournments or postponements thereof (the "Annual Meeting"). An Annual Report to Shareholders, containing financial statements for the year ended December 31, 2016,2017, 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 24, 2017.22, 2018. Unless the context requires otherwise, references to "we," "us," "our," and "Vericel" refer to Vericel Corporation.

GENERAL INFORMATION ABOUT THE MEETING, SOLICITATION AND VOTING

What am I voting on?

There are four proposals scheduled to be voted on at the Annual Meeting of Shareholders:Meeting:

1.

To elect seven (7) directors to each serve a term of one year expiring at the 20182019 Annual Meeting of Shareholders;





2.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017;

2018;



3.

To cast an advisory vote on the frequency of future advisory votes to approve the 2017 Omnibus Incentive Plan;compensation of our named executive officers; and





4.

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

Who is entitled to vote?

Shareholders as of the close of business on March 10, 20179, 2018 (the "Record Date") may vote at the Annual Meeting of Shareholders.Meeting. You have one vote for each share of common stock you held on the Record Date, including shares:

•

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



•

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

What constitutes a quorum?

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

Table of Contents

present and entitled to vote for purposes of determining a quorum. As of the Record Date, 32,723,64636,439,270 shares of Vericel's common stock were outstanding and entitled to vote.

Table of Contents

How many votes are required to approve each proposal?

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

•

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



•

Ratifying PricewaterhouseCoopers LLP as Vericel's independent registered public accounting firm for fiscal year ending December 31, 20172018 requires the affirmative vote of a majority of the votes cast on the proposal;



•

ApprovalOn the non-binding advisory vote on the frequency of future advisory votes to approve the 2017 Omnibus Incentive Plan requirescompensation of our named executive officers, the affirmative votefrequency (every one, two or three years) that receives the highest number of a majority of the votes cast on the proposal;proposal shall be deemed the frequency recommended by shareholders; and



•

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

How are votes counted and who are the proxies?

You may either vote "FOR" or "WITHHOLD" authority to vote for each nominee for the Board of Directors. Shares present or represented and not so marked as to withhold authority to vote for a particular nominee will be voted in favor of a particular nominee and will be counted toward such nominee's achievement of a plurality. Shares present at the meeting or represented by proxy where the shareholder properly withholds authority to vote for such nominee in accordance with the proxy instructions and "broker non-votes" will not be counted toward such nominee's achievement of plurality.

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

You may vote "FOR,for "1 YEAR," "AGAINST""2 YEARS" "3 YEARS" or "ABSTAIN" on the approvalnon-binding, advisory vote on the frequency of future non-binding, advisory resolutions to approve the 2017 Omnibus Incentive Plan.compensation of our named executive officers. If you abstain from voting on the approvalfrequency of future non-binding, advisory resolutions to approve the compensation of the 2017 Omnibus Incentive Plan,Company's named executive officers, it will have no effect on the voting of the proposal. If you just sign and submit your proxy card without marking your voting instructions, your shares will be voted "FOR"for holding non-binding, advisory votes to approve the resolution approvingcompensation of the 2017 Omnibus Incentive Plan.Company's named executive officers every "1 YEAR".

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

Table of Contents

The persons named as attorneys-in-fact in the proxies, Dominick C. Colangelo and Gerard Michel, were selected by the Board of Directors and are officers of Vericel. All properly executed proxies submitted in time to be counted at the Annual Meeting will be voted by such persons at the Annual Meeting. Where a choice has been specified on the proxy with respect to the foregoing matters, the shares represented by the proxy will be voted in accordance with the specifications.

Table of Contents

What is a broker non-vote?

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

How does the Board of Directors recommend that I vote?

Our Board of Directors recommends that you vote your shares:

•

"FOR" each of the nominees to the Board of Directors;



•

"FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as Vericel's independent registered public accounting firm for the fiscal year ending December 31, 2017;2018;



•

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



•

"FOR" the approval of the 2017 Omnibus Incentive Plan; and

•

"FOR" the non-binding, advisory basis resolution approvingto approve the compensation of our named executive officers.

How do I vote my shares without attending the meeting?

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

•

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



•

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

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Standard Time, on May 2, 2017.1, 2018.

Table of Contents

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

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

Table of Contents

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

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

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

May I change my vote?

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

•

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



•

Voting by Internet or telephone at a later time;



•

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



•

Voting in person at the Annual Meeting of Shareholders.Meeting.

What are the costs associated with the solicitation of proxies?

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

Table of Contents

PROPOSAL 1

ELECTION OF DIRECTORS

Our 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 directors. The persons named below as nominees for director will, if elected, each serve a term of one year expiring at the 20182019 Annual Meeting of Shareholders and until their successors are elected and qualified.

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

Table of Contents

Director Nominees for Election at the 20172018 Annual Meeting of Shareholders

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

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

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

Table of Contents

a decade with Eli Lilly and Company. Most recently, he was President and Chief Executive Officer of Promedior, Inc. from 2009 to 2012. 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 therapies to treat fibrovascular, metabolic and cardiovascular diseases.products across a variety of therapeutic areas. During his tenure at Eli Lilly and Company, he held positions as Director of Strategy and Business Development for Lilly's Diabetes Product Group and also served as a founding Managing Director of Lilly Ventures. Mr. Colangelo received his B.S.B.A. in Accounting, Magna Cum Laude, from the State University of New York at Buffalo and a J.D. degree, with Honors, from the Duke University School of Law. The Board of Directors believes Mr. Colangelo's qualifications to sit on our Board of Directors include his significant contributions within the biopharmaceutical industry.

Alan L. Rubino, a Director since September 2005, has served as Chief Executive Officer and President of Emisphere Technologies, Inc., a publicly-held company headquartered in Roseland, New Jersey since September 2012. Prior to joining Emisphere, Mr. Rubino served as Chief Executive Officer and President of New American Therapeutics, Inc., a specialty pharmaceutical company, from October 2010 to August 2012, where he led the acquisition of penciclovir from Novartis AG. From February 2008 to September 2010, Mr. Rubino served as the Chief Executive Officer and President of Akrimax Pharmaceuticals, LLC, an integrated specialty pharmaceutical company. Prior to this he served as President and Chief Operating Officer of Pharmos Corporation, a biopharmaceutical company. Mr. Rubino has continued to expand upon a highly successful and distinguished career that included Hoffmann-La Roche, Inc., a research-focused healthcare company, from 1977 to 2001, where he was a member of the U.S. Executive and Operating Committees and an executive officer. During his Roche tenure, he held a series of key executive positions in marketing, sales, business operations, supply chain and human resource management. In addition, he was assigned to various executive committee roles in

Table of Contents

the areas of marketing, project management, and globalization of Roche Holdings. Mr. Rubino also held senior executive positions at PDI, Inc., a sales and marketing support company, and Cardinal Health, a company focused on improving the cost-effectiveness of health care, from 2001 to 2003. He received a Bachelor of Arts degree in economics from Rutgers University with a minor in biology/chemistry and also completed post-graduate educational programs at the University of Lausanne and Harvard Business School. Additionally, he serves on the Board of Advisors of Rutgers University School of Business and the Lerner Center for Pharmaceutical Studies. Mr. Rubino has also served as a member of the Board of Directors of Samwave,SANUWAVE Health, Inc. since 2014, and since May 2010 of Genisphere, Inc., a private company that provides a nanotechnology platform for targeted drug delivery, a method of delivering medication to a patient that increases the concentration of the medication in targeted parts of the body. The Board of Directors believes Mr. Rubino's qualifications to sit on our Board of Directors include his leadership roles in the life sciences industry in a wide range of positions, including positions focused on sales and marketing and SEC matters.

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

Table of Contents

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

Steven C. Gilman, Ph.D.,,Ph.D., a Director since January 2015, currently serves as the Chairman of the Board of Directors and Chief Executive Officer of ContraFect Corporation. He previously served as the Executive Vice President, Research & Development and Chief Scientific Officer at Cubist PharmaceuticalPharmaceuticals from September 2010 until its acquisition by Merck &Co.& Co. in January 2015. Prior to joining Cubist, Dr. Gilman served as Chairman of the Board of Directors of and Chief Executive Officer of ActivBiotics, Inc., a privately held biopharmaceutical company, from March 2004 to October 2007. Previously, Dr. Gilman worked at Millennium Pharmaceuticals, Inc., where he held a number of senior leadership roles including Vice President and General Manager, Inflammation, responsible for all aspects of the Inflammation business from early gene discovery to product commercialization.Inflammation. Prior to Millennium, he was Group Director at Pfizer Global Research and Development where he was responsible for drug discovery of novel antibacterial agents as well as several other therapeutic areas. Dr. Gilmanand has also held scientific, business, and academic appointments at Wyeth Pharmaceuticals, Inc., Cytogen Corporation, Temple Medical School, and Connecticut College. In addition, Dr. Gilman currently serves on the board of directors of Keryx Biopharmaceuticals, Inc., Momenta Pharmaceuticals, ContraFect Corporation and SCYNEXIS, Inc. Dr. Gilman had also served on the board of directors of the Massachusetts Biotechnology Association and had served on the Penn State University Biotechnology Advisory Board and the Northeastern University Drug Discovery Advisory Board.Association. Dr. Gilman received his Ph.D. and M.S. degrees in microbiology from Pennsylvania State University, his post-doctoral training at Scripps Clinic and Research Foundation, and received a B.A. in microbiology from Miami University of Ohio. The Board of Directors believes Dr. Gilman's

Table of Contents

qualifications to sit on our Board of Directors include his leadership roles in the biopharmaceutical industry in a wide range of positions.

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

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

Table of Contents

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

Vote Required and Board of Directors' Recommendation

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

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

Table of Contents

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

Board Meetings and Committees

During the fiscal year ended December 31, 2016,2017, the Board of Directors held eighttwelve meetings. Each director serving on the Board of Directors in such fiscal year attended at least 75%85% of such meetings of the Board of Directors and the Committees on which he or she served.

Audit Committee

Under the terms of its current Charter, the Audit Committee's responsibilities include reviewing with Vericel's independent accountants and management the annual financial statements and independent accountants' opinion, reviewing the scope and results of the examination of Vericel's financial statements by the independent accountants, reviewing all professional services performed and related fees by the independent accountants, approving the retention of the independent accountants and periodically reviewing Vericel's accounting policies and internal accounting and financial controls. The Audit Committee may delegate duties or responsibilities to subcommittees or to one member of the Audit Committee. Mr. McLaughlin (Chair), Mr. Rubino and Dr. Zerbe were members of the Audit Committee during the fiscal year ended December 31, 2016.2017. During the fiscal year ended December 31, 2016,2017, the Audit Committee held sevensix meetings. All members of our Audit Committee are independent (as independence is defined in Rule 5605(a)(2) and as required under Rule 5605(c)(2) of the NASDAQ listing standards). Since March 2015, Mr. McLaughlin has been designated as an audit committee financial expert as defined in the rules of the SEC.Securities and Exchange Commission (the "SEC"). The Audit Committee acts pursuant to a written charter, a current copy of which is available on the Investor Relations page atof our website, www.vcel.com, and by following the Corporate Governance link. For additional information concerning the Audit Committee, see "Report of the Audit Committee of the Board of Directors."

Table of Contents

Compensation Committee

Under the terms of its current Charter, the Compensation Committee's responsibilities include determining and approving salary and bonus levels and equity award grants with respect to executive officers, determining and approving equity award grants with respect to all employees, and reviewing and proposing to the Board of Directors changes in director compensation. In carrying out these responsibilities, the Compensation Committee reviews all components of executive officer compensation for consistency with the Compensation Committee's compensation philosophy and strategy. In addition, the Compensation Committee is responsible for retaining and approving the compensation of any compensation advisers and evaluating the independence of any such compensation advisers. In carrying out these responsibilities, the Compensation Committee reviews all components of executive officer compensation for consistency with the Compensation Committee's compensation philosophy and strategy. The Compensation Committee may delegate duties or responsibilities to subcommittees or to one member of the Compensation Committee. Mr. Rubino (Chair), Ms. Hagen and Dr. Gilman were members of the Compensation Committee during the fiscal year ended December 31, 2016.2017. During the fiscal year ended December 31, 2016,2017, the Compensation Committee held sixseven meetings. All members of our Compensation Committee are independent (as independence is defined in Rule 5605(a)(2) of the NASDAQ listing standards). The Compensation Committee acts pursuant to a written Charter, a current copy of which is available on the Investor Relations page atof our website, www.vcel.com, and by following the Corporate Governance link.

Governance and Nominating Committee

Under the terms of its current Charter, the Governance and Nominating Committee's (the "Governance Committee") responsibilities include assisting Vericel's Board of Directors in fulfilling its

Table of Contents

responsibilities by reviewing and reporting to the Board of Directors on (i) corporate governance compliance mechanisms, (ii) corporate governance roles amongst management and directors, and (iii) establishing a process for identifying and evaluating nominees for the Board of Directors process enhancement.Directors. The Governance Committee may delegate duties or responsibilities to subcommittees or to one member of the Governance Committee. The Governance Committee also considers qualified candidates for appointment and nomination for election to the Board of Directors and makes recommendations concerning such candidates. Consistent with this function, the Governance Committee encourages continuous improvement of, and fosters adherence to, our corporate governance policies, procedures and practices at all levels. Ms. Hagen (Chair), Dr. Zerbe and Dr. Wotton were members of the Governance Committee during the fiscal year ended December 31, 2016.2017. During the fiscal year ended December 31, 2016,2017, the Governance Committee held four meetings. All members of the Governance Committee are independent (as independence is defined in Rule 5605(a)(2) of the NASDAQ listing standards). The Governance Committee acts pursuant to a written charter, a current copy of which is available on the Investor Relations page atof our website, www.vcel.com, and by following the Corporate Governance link.

Director Nominations

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

•

the appropriate size of our Board of Directors and its committees;



•

the needs of Vericel with respect to the particular talents and experience of its directors;



•

the nominee's interest in becoming an effective, collaborative member of the Board of Directors, member, and the nominee's ability to work in a collegial style with the other Boarddirectors;




Table of Directors members;Contents

•

the knowledge, skills and experience of nominees, including experience in the life sciences industry, medical products, medical research, medicine, business, finance, administration or public service;



•

experience with accounting rules and practices;



•

experience with regulatory and SEC requirements applicable to public companies;



•

experience with regulatory requirements applicable to our industry;



•

appreciation of the relationship of our business to the changing needs of society; and



•

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

The Governance 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. In doing so, the Governance Committee also considers candidates with appropriate non-business backgrounds.

Neither the Governance Committee nor the Board of Directors has a specific policy with regard to the consideration of diversity in identifying director nominees. However, both may consider the diversity of background and experience of a director nominee in the context of the overall composition of the Board of Directors at that time, such as diversity of knowledge, skills, experience, geographic location, age, gender, and ethnicity. In general, the Governance 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. The Governance Committee and the Board of Directors discuss the composition of directors on the Board of Directors, including diversity of background and experience, as part of the annual Board of Directors evaluation process.

Table of Contents

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

The Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective. 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 Committee and Board of Directors will be polled for suggestions as to individuals meeting the criteria of the Governance Committee. Research may also be performed to identify qualified individuals. If the Governance Committee believes that the Board of Directors requires additional candidates for nomination, the Governance Committee may explore alternative sources for identifying additional candidates. This may include engaging, as appropriate, a third-party search firm to assist in identifying qualified candidates.

Table of Contents

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

•

a statement by the shareholder that he/she is the holder of at least 1% of our common stock and that the stock has been held for at least a year prior to the date of the submission and that the shareholder will continue to hold the shares through the date of the Annual Meeting of Shareholders;

•

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

•

a description of the candidate's qualifications and business experience during, at a minimum, the last five years, including the candidate's principal occupation and employment and the name and principal business of any corporation or other organization in which the candidate was employed; and

•

the candidate's resume.

The Governance Committee will evaluate recommendations for director nominees submitted by directors, management or qualifying shareholders in the same manner, using the criteria stated above.

Table of Contents

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

Board of Directors Leadership Structure

The Board of Directors' general policy is that the position of Chairman of the Board of Directors may be held by the CEO, but that if those positions are held by the same individual or if the Chairman is otherwise not independent, the Board of Directors shall appoint an independent Lead Director. The CEO shall preside at all meetings of the shareholders and, unless a Chairman has been elected, at all meetings of the Board of Directors at which he or she is present. If a Chairman has been elected, he or she shall preside at all Board of Directors meetings at which he or she is present and, if independent, at all executive sessions of the independent directors, and shall perform such other powers and duties as may be assigned to him or her by the Board of Directors. If the Chairman is not independent and a Lead Director is appointed, he or she shall preside at executive sessions of the independent directors and will bear such further responsibilities as the full Board of Directors may designate from time to time. Currently, the position of Chairman of the Board of Directors is held by Dr. Zerbe.

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

Table of Contents

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

Shareholder Communications with Directors

The Board of Directors has adopted a Shareholder Communications with Directors Policy. The Shareholder Communications with Directors Policy is available on the Investor Relations page atof our website, www.vcel.com, and by following the Corporate Governance link.

Director Attendance at Annual Meetings

The Board of Directors has adopted a DirectorBoard Member Attendance at Annual Meetings Policy. This policy is available on the Investor Relations page atof our website, www.vcel.com, and by following the Corporate Governance link. All except one of the directors then in office attended our Annual Meeting of Shareholders held in May 2016.

Table of Contents2017.

Code of Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors as well as a separate Code of Ethics for Senior Financial Officers. These Codes of Ethics are available on the Investor Relations page atof our website, www.vcel.com, and by following the Corporate Governance link. We will also make information related to any amendments to, or waivers from, these Codes of Ethics, available on the website.

Board of Directors Member Independence

The Board of Directors has determined that all of the members of the Board of Directors and each director nominee, other than Mr. Colangelo, are independent within the meaning of the director independence standards of NASDAQ and the SEC. Mr. Colangelo is not considered independent because of his current employment by Vericel.

Risk Oversight

Assessing and managing risk is the responsibility of Vericel's management. The Board of Directors oversees and reviews certain aspects of our risk management efforts. The Board of Directors is involved in risk oversight through direct decision-making authority with respect to significant matters and the oversight of management by the Board of Directors and its committees. Among other areas, the Board of Directors is directly involved in overseeing risks related to Vericel's overall strategy,

Table of Contents

including clinical and product development strategies, financing strategies, business continuity, crisis preparedness and corporate reputational risks.

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

•

The Audit Committee has responsibility for overseeing Vericel's internal financial and accounting controls, work performed by Vericel's independent registered public accounting firm and internal audit function.team. As part of its oversight function, the Audit Committee regularly discusses with management and our independent registered public accounting firm our major financial and controls-related risk exposures and steps that management has taken to monitor and control such exposures. In addition, Vericel, under the supervision of the Audit Committee, has established procedures available to all employees for the anonymous and confidential submission of complaints relating to any matter to encourage employees to report questionable activities directly to Vericel's senior management and the Audit Committee. The Audit Committee also reviews transactions between Vericel and its officers, directors, affiliates of officers and directors or other related parties for conflicts of interest.

•

The Compensation Committee is responsible for overseeing risks related to Vericel's cash and equity-based compensation programs and practices and ensuring that executive and employee compensation plans are appropriately structured so as not to incent excessive risk taking and are not reasonably likely to have a material adverse effect on Vericel.

•

The Governance Committee is responsible for overseeing risks related to the composition and structure of the Board of Directors and its committees and our corporate governance and works to ensure that our corporate governance does not encourage or promote excessive risk taking on the part of the Board of Directors or by employees of Vericel.

Table of Contents

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Overview

The Audit Committee has selected PricewaterhouseCoopers LLP as Vericel's independent registered public accounting firm to audit the consolidated financial statements of Vericel for the fiscal year ending December 31, 2017.2018. PricewaterhouseCoopers LLP has acted in such capacity since its appointment in fiscal year 1997.

Shareholder ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board of Directors is submitting the selection of PricewaterhouseCoopers LLP to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent accountant at any time during the year if they determine that such a change would be in the best interests of Vericel and its shareholders.

As part of its duties, the Audit Committee considered the provision of services, other than audit services, during the fiscal year ended December 31, 20162017 by PricewaterhouseCoopers LLP, our independent registered public accounting firm for that period, to ensure they maintain their

Table of Contents

independence. The following table sets forth the aggregate fees accrued by Vericel for the fiscal years ended December 31, 20152016 and 2016,2017, respectively, for PricewaterhouseCoopers LLP:

The Audit Committee approves in advance the engagement and fees of the independent registered public accounting firm for all audit services and non-audit services, based upon independence, qualifications and, if applicable, performance. The Audit Committee may form and delegate to subcommittees of one or more members of the Audit Committee the authority to grant pre-approvals for audit and permitted non-audit services, up to specific amounts. All audit services provided by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 20152016 and 2016,2017, respectively, were pre-approved by the Audit Committee.

Table of Contents

Representatives of PricewaterhouseCoopers LLP attended all except two of the meetings of the Audit Committee during each of the fiscal yearsyear ended December 31, 20152016 and 2016, respectively.all of the meetings of the Audit Committee during the fiscal year ended December 31, 2017. We expect that a representative of PricewaterhouseCoopers LLP will attend the Annual Meeting, and the representative will have an opportunity to make a statement if he or she so desires. The representative will also be available to respond to appropriate questions from shareholders.

Vote Required and Board of Directors' Recommendation

The affirmative vote of a majority of the votes cast on the proposal on the ratification of this appointment, at the Annual Meeting of Shareholders at which a quorum representing a majority of all outstanding shares of common stock of Vericel is present, either in person or by proxy, is required for ratification of this proposal. If you abstain from voting on this Proposal, it has no effect on the voting of the proposal. If you submit your proxy without indicating your voting instructions, your shares will be voted "FOR" this proposal. Brokers, bankers and other nominees have discretionary voting power on this routine matter and, accordingly, "broker non-votes" will have no effect on the ratification.

The Board of Directors unanimously recommends a voteFOR the ratification of the appointment of PricewaterhouseCoopers LLP as Vericel's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2017.2018.

PROPOSAL 3

APPROVAL OF OUR
2017 OMNIBUS INCENTIVE PLAN

Overview

        The Board of Directors believes that stock options and other stock-based incentive awards can play an important role in the success of Vericel by encouraging and enabling the employees, non-employee directors and consultants of Vericel and its affiliates upon whose judgment, initiative and efforts we largely depend for the successful conduct of our business to acquire a proprietary interest in Vericel. Our Board of Directors believes that providing these people with a direct stake in Vericel assures a closer identification of the interests of these individuals with those of Vericel and its stockholders, thereby stimulating their efforts on our behalf and strengthening their desire to remain with us.

        On March 17, 2017, the Board of Directors adopted, subject to stockholder approval, the 2017 Omnibus Incentive Plan (the "2017 Plan"). The 2017 Plan is designed to enhance the flexibility to grant equity awards to our officers, employees, non-employee directors and other key persons and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board of Directors and/or the Compensation Committee. A copy of the 2017 Plan is attached asAppendix I to this proxy statement and is incorporated herein by reference.

        As of December 31, 2016, there were stock options to acquire 3,355,692 shares of common stock outstanding under our equity compensation plans, with a weighted average exercise price of $4.66 and a weighted average remaining term of 8.2 years. Other than the foregoing, no awards under our equity compensation plans were outstanding as of December 31, 2016.

        The 2017 Plan has been structured in a manner such that awards granted under it can satisfy the requirements for "performance-based" compensation within the meaning of Section 162(m) of the Code ("Section 162(m)"). However, there can be no guarantee that amounts payable under the 2017 Plan will be treated as qualified "performance-based" compensation under Section 162(m). In general,

Table of Contents

under Section 162(m), in order for Vericel to be able to deduct compensation in excess of $1,000,000 paid in any one year to our chief executive officer or any of our three other most highly compensated executive officers (other than the chief financial officer), such compensation must qualify as "performance-based." One of the requirements of "performance-based" compensation for purposes of Section 162(m) is that the material terms of the performance goals under which compensation may be paid be disclosed to, and approved by, our stockholders every five years. For purposes of Section 162(m), the material terms include (i) the individuals eligible to receive compensation, (ii) a description of the business criteria on which the performance goal is based, and (iii) the maximum amount of compensation that can be paid to an individual under the performance goal. With respect to the various types of awards under the 2017 Plan, each of these aspects is discussed below, and stockholder approval of the 2017 Plan will be deemed to constitute approval of each of these aspects of the 2017 Plan for purposes of the approval requirements of Section 162(m).

Summary of Material Features

        The material features of the 2017 Plan are:

•

The maximum number of shares of common stock available for awards under the 2017 Plan is 5,790,645 shares, less one share of common stock for every share subject to an option or stock appreciation right granted after December 31, 2016 under the Amended and Restated Aastrom Biosciences, Inc. 2009 Omnibus Incentive Plan (the "2009 Plan") and 1.25 shares for each share of common stock subject to an award other than an option or stock appreciation right granted after December 31, 2016 under the 2009 Plan;

•

The award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, performance awards and dividend equivalents is permitted under the 2017 Plan;

•

Grants of "full-value" awards are deemed for purposes of determining the number of shares available for future grants under the 2017 Plan as an award for 1.25 shares for each share of common stock subject to the award. Grants of stock options or stock appreciation rights are deemed to be an award of one share for each share of common stock subject to the award;

•

Shares tendered or held back for taxes will not be added back to the reserved pool under the 2017 Plan. Upon the exercise of a stock appreciation right that is settled in shares of common stock, the full number of shares underlying the award will be charged to the reserved pool. Additionally, shares we reacquire on the open market or otherwise using cash proceeds from the exercise of options will not be added to the reserved pool;

•

Stock options and stock appreciation rights may not be repriced in any manner without stockholder approval (except as permitted in the event of certain equitable adjustments or a change in control of the company);

•

The aggregate value of all equity and cash awards payable to any non-employee director in any calendar year may not exceed $700,000; provided, however, that with respect to the Chairman of the Board of Directors, the lead independent director, or any newly-elected elected non-employee director in his or her first calendar year of service, such amount shall not exceed $1,000,000;

•

The 2017 Plan does not provide for automatic acceleration of vesting upon a change in control;

Table of Contents

•

Any material amendment to the 2017 Plan is subject to approval by our stockholders; and

•

The term of the 2017 Plan will expire on May 4, 2027.

        Based solely on the closing price of our common stock as reported by the NASDAQ Capital Market on March 16, 2017 and the maximum number of shares that would have been available for awards as of such date under the 2017 Plan, the maximum aggregate market value of the common stock that could potentially be issued under the 2017 Plan is $15,266,721.60. The shares we issue under the 2017 Plan will be authorized but unissued shares, treasury shares or shares of common stock purchased in the open market or otherwise. The shares of common stock underlying any awards that are forfeited, expired or settled in cash (in whole or in part), under the 2017 Plan, the 2009 Plan and the Aastrom Biosciences, Inc. Amended and Restated 2004 Equity Incentive Plan (the "2004 Plan" and, together with the 2009 Plan, the "Prior Plans") will be added back to the shares of common stock available for issuance under the 2017 Plan. Any shares that again become available for grant under the 2017 Plan will be added back as (i) one share for each share subject to a stock option or stock appreciation right, and (ii) 1.25 shares for each share subject to an award other than a stock option or stock appreciation right. Shares tendered or held back upon exercise of a stock option or settlement of an award under the 2017 Plan or the Prior Plans or to cover the exercise price or tax withholding and shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of common stock available for issuance under the 2017 Plan. In addition, shares reacquired by us on the open market or otherwise using cash proceeds from the exercise of options granted under the 2017 Plan or the Prior Plans will not be added back to the shares of common stock available for issuance under the 2017 Plan.

Qualified Performance-Based Compensation under Code Section 162(m)

        To ensure that certain awards granted under the 2017 Plan to "Covered Employees" (as defined in the Internal Revenue Code of 1986, as amended (the "Code")) qualify as "performance-based compensation" under Section 162(m), the 2017 Plan provides that the Compensation Committee may require that the vesting of such awards be conditioned on the satisfaction of performance criteria that may include any or all of the following: (1) net sales; (2) revenue; (3) revenue or product revenue growth; (4) operating income or loss (before or after taxes); (5) pre- or after-tax income or loss (before or after allocation of corporate overhead and bonus); (6) net earnings or loss; (7) earnings or loss per share; (8) net income or loss (before or after taxes); (9) return on equity; (10) total shareholder return; (11) return on assets or net assets; (12) attainment of strategic and operational initiatives; (13) appreciation in and/or maintenance of the price of our common stock or any other publicly-traded securities of Vericel; (14) market share; (15) gross profits; (16) earnings or losses (including earnings or losses before taxes, earnings or losses before interest and taxes, earnings or losses before interest, taxes and depreciation or earnings or losses before interest, taxes, depreciation and amortization); (17) economic value-added models (or equivalent metrics); (18) comparisons with various stock market indices; (19) reductions in costs; (20) cash flow or cash flow per share (before or after dividends); (21) return on capital (including return on total capital or return on invested capital); (22) cash flow return on investment; (23) improvement in or attainment of expense levels or working capital levels; (24) operating margin; (25) gross margin; (26) year-end cash; (27) cash margin; (28) debt reduction; (29) shareholder's equity; (30) market share; (31) achievement of drug development milestones; (32) regulatory achievements, including approval of a compound; (33) progress of internal research or clinical programs; (34) progress of partnered programs; (35) implementation or completion of projects and processes; (36) partner satisfaction; (37) budget management; (38) clinical achievements; (39) completing phases of a clinical study (including the treatment phase) or announcing or presenting preliminary or final data from clinical studies (in each case, whether on particular timelines or

Table of Contents

generally); (40) timely completion of clinical trials; (41) other regulatory achievements; (42) partner or collaborator achievements; (43) internal controls; (44) research progress, including the development of programs; (45) financing; (46) investor relations, analyst coverage and communication; (47) manufacturing achievements (including achieving particular unit cost levels and other measurable objectives related to process development activities); (48) strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); (49) establishing relationships with commercial entities with respect to the marketing, distribution and sale of our products (including with group purchasing organizations, distributors and other vendors); (50) supply chain achievements (including establishing relationships with manufacturers or suppliers of active pharmaceutical ingredients and other component materials and manufacturers of our products); (51) co-development, co-marketing, profit sharing, joint venture or other similar arrangements; (52) financing and other capital raising transactions (including sales of the Company's equity or debt securities); (53) factoring transactions; (54) sales or licenses of our assets, including intellectual property (whether in a particular jurisdiction or territory or globally or through partnering transactions); (55) implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects, production volume levels, acquisitions and divestitures; (56) factoring transactions; and (57) recruiting and maintaining personnel. Such performance goals may be based solely by reference to our performance or the performance of an affiliate, division, business segment or business unit of Vericel, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. Such performance goals shall be set by the Compensation Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) and the regulations thereunder. With respect to any award intended to comply with the performance-based exception under Section 162(m), the Compensation Committee may adjust downwards, but not upwards, the amount payable pursuant to such awards and the Compensation Committee may not waive the achievement of applicable performance goals except in the case of death or disability of the participant or as otherwise determined by the Compensation Committee in special circumstances and in accordance with Section 162(m).

        Subject to adjustments for mergers, reorganizations, recapitalizations, stock splits and similar events, no participant may be granted (i) stock options or stock appreciation rights with respect to more than 2,000,000 shares during any calendar year and (ii) restricted stock, performance awards and/or restricted stock unit awards that are intended to comply with the performance-based exception under Section 162(m) and are denominated in shares under which more than 2,000,000 shares may be earned for each 12 months in the vesting period or performance period; provided, however, that a participant may be granted, in his or her initial year as an employee, an additional grant in such initial year not to exceed (a) stock options or stock appreciation rights with respect to more than 2,000,000 shares and (b) restricted stock, performance awards and/or restricted stock unit awards that are intended to comply with the performance-based exception under Section 162(m) and are denominated in shares with respect to more than 2,000,000 shares. In addition, during any calendar year no participant may be granted performance awards that are intended to comply with the performance-based exception under Section 162(m) and are denominated in cash under which more than $4,000,000 may be earned for each 12 months in the performance period.

Rationale for Adoption of the 2017 Plan

        The 2017 Plan is critical to our ongoing effort to build stockholder value. Equity incentive awards are an important component of our executive and non-executive employees' compensation. Our Compensation Committee and the Board of Directors believe that we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success.

Table of Contents

        We manage our long-term stockholder dilution by limiting the number of equity incentive awards granted annually. The Compensation Committee carefully monitors our annual net burn rate, total dilution and equity expense in order to maximize stockholder value by granting only the number of equity incentive awards that it believes are necessary and appropriate to attract, reward and retain our employees and non-employee directors. Our compensation philosophy reflects broad-based eligibility for equity incentive awards for high performing employees. By doing so, we link the interests of those employees with those of our stockholders and motivate our employees to act as owners of the business.

Burn rate

        The following table sets forth information regarding historical awards granted for the 2014 through 2016 period, and the corresponding burn rate, which is defined as the number of shares subject to equity-based awards granted in a year divided by the weighted average number of shares of common stock outstanding for that year:

        Our Compensation Committee determined the size of reserved pool under the 2017 Plan based on projected equity awards to anticipated new hires, projected annual equity awards to existing employees and an assessment of the magnitude of increase that our institutional investors and the firms that advise them would likely find acceptable.

Summary of the 2017 Plan

        The following description of certain features of the 2017 Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2017 Plan, which is attached hereto asAppendix I.

        Plan Administration.    The 2017 Plan will be administered by the Compensation Committee. The Compensation Committee will have the full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2017 Plan. The Compensation Committee may delegate to one or more executive officers or a committee of executive officers the right to grant awards to employees under the 2017 Plan who are not directors or executive officers of Vericel and the authority to take action on behalf of the Compensation Committee pursuant to the 2017 Plan to cancel or suspend awards to employees who are not directors or executive officers of Vericel.

        Eligibility.    Persons eligible to participate in the 2017 Plan will be those employees, non-employee directors and consultants of Vericel and its affiliates as selected from time to time by the Compensation Committee in its discretion. Approximately 209 individuals are currently eligible to participate in the 2017 Plan, which includes three executive officers, 200 employees who are not executive officers, and six non-employee directors.

Table of Contents

        Cap on Annual Director Compensation.    The aggregate value of all awards granted to any non-employee director during any single calendar year plus the aggregate amount of all cash earned and paid or payable to such non-employee director for services rendered for the same year shall not exceed $700,000; provided, however, that with respect to the Chairman of the Board of Directors, the lead independent director, or any newly-elected elected non-employee director in his or her first calendar year of service, such amount shall not exceed $1,000,000.

        Plan Limits.    Subject to adjustments for mergers, reorganizations, recapitalizations, stock splits and similar events, no more than 5,790,645 shares of common stock may be issued in the form of incentive stock options. In addition, subject to adjustments for mergers, reorganizations, recapitalizations, stock splits and similar events, no participant may be granted (i) stock options or stock appreciation rights during any calendar year with respect to more than 2,000,000 shares and (ii) restricted stock, performance awards and/or restricted stock unit awards during any calendar year that are intended to comply with the performance-based exception under Section 162(m) and are denominated in shares under which more than 2,000,000 shares may be earned for each 12 months in the vesting period or performance period; provided, however, that a participant may be granted, in his or her initial year as an employee, an additional grant in such initial year not to exceed (a) stock options or stock appreciation rights with respect to more than 2,000,000 shares and (b) restricted stock, performance awards and/or restricted stock unit awards that are intended to comply with the performance-based exception under Section 162(m) and are denominated in shares with respect to more than 2,000,000 shares. During any calendar year no participant may be granted performance awards that are intended to comply with the performance-based exception under Section 162(m) and are denominated in cash under which more than $4,000,000 may be earned for each 12 months in the performance period.

        Effect of Awards.    For purposes of determining the number of shares of common stock available for issuance under the 2017 Plan, the grant of any "full value" award, such as a restricted stock award, restricted stock unit or share-based performance award will be counted as 1.25 shares for each share of common stock actually subject to the award. The grant of any stock option or stock appreciation right will be counted for this purpose as one share for each share of common stock actually subject to the award.

        Stock Options.    The 2017 Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the 2017 Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee directors and consultants. The option exercise price of each option will be determined by the Compensation Committee but may not be less than 100% of the fair market value of the common stock on the date of grant. Fair market value for this purpose will be the closing price of the shares of common stock on the NASDAQ Capital Market on the grant date. The exercise price of an option may not be reduced after the date of the option grant without the approval of our stockholders, other than to appropriately reflect changes in our capital structure.

        The term of each option will be fixed by the Compensation Committee and may not exceed ten years from the date of grant, except in the case of death or disability. The Compensation Committee will determine at what time or times each option may be exercised.

Table of Contents

        Unless otherwise provided in the applicable award agreement, upon exercise of options, the exercise price must be paid in full by one of the following methods: (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired shares (either actually or by attestation), valued at their then fair market value, (iii) with the consent of the Compensation Committee, by delivery of other consideration having a fair market value on the exercise date equal to the total purchase price, (iv) with the consent of the Compensation Committee, with respect to options that are not incentive stock options, by a "net exercise" arrangement pursuant to which we will reduce the number of shares issuable upon exercise by the largest whole number of shares with a fair market value that does not exceed the aggregate exercise price, (v) through any other method specified in an award agreement (including same-day sales through a broker), or (vi) any combination of any of the foregoing.

        To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year. No more than 5,790,645 shares may be issued in the form of incentive stock options under the 2017 Plan.

        Stock Appreciation Rights.    The Compensation Committee may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to cash or shares of common stock equal to the value of the appreciation in the stock price over the exercise price. The grant price of a stock appreciation right may not be less than the fair market value of the common stock on the date of grant. The maximum term of a stock appreciation right is ten years.

        Restricted Stock and Restricted Stock Units.    The Compensation Committee may award shares of common stock and restricted stock units to participants subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals (as summarized above) and/or continued employment with us through a specified restricted period. Restricted stock units are ultimately payable in the form of cash shares of common stock or other property, in the discretion of the Compensation Committee. During the vesting period, restricted stock awards and restricted stock units may be credited with dividend equivalents (but dividend equivalents shall at all times be subject to restrictions and risk of forfeiture to the same extent as the underlying award and shall not be paid unless and until the underlying award vests).

        Performance Awards.    The Compensation Committee may grant performance awards to any participant that entitle the recipient to receive cash, shares of common stock or other property upon the achievement of performance goals and such other conditions as the Compensation Committee shall determine.

        Dividend Equivalents.    The Compensation Committee may grant dividend equivalents as a component of any award other than a stock option or stock appreciation right may. Dividend equivalents shall at all times be subject to restrictions and risk of forfeiture to the same extent as the underlying award and shall not be paid unless and until the underlying award vests.

        Change of Control Provisions.    The 2017 Plan provides that, in the event of a "change in control," as defined in the 2017 Plan, the Compensation Committee may determine that (i) stock options and stock appreciation rights outstanding as of the date of the change in control shall be cancelled and terminated without payment therefor if the fair market value of one share of common stock as of the date of the change in control is less than the per share exercise price of a stock option or the per share grant price of a stock appreciation right and (ii) all performance awards shall be considered to be

Table of Contents

earned and payable as provided in the applicable award agreement, and any limitations or other restrictions shall lapse and such performance awards shall be immediately settled or distributed. Unless otherwise provided in an award agreement, in the event of a change in control, to the extent that the successor company does not assume, continue or substitute an award, then immediately prior to the change in control: (i) stock options and stock appreciation rights outstanding as of the date of the change in control shall immediately vest and become fully exercisable and (ii) the restrictions, limitations and conditions on restricted stock awards and restricted stock unit awards shall lapse and such awards shall become fully vested and transferable. In the event of a change in control in which awards are assumed, substituted or continued, such awards shall be subject to double-trigger acceleration to the extent set forth in the applicable award agreement. The Compensation Committee may determine that, upon the occurrence of a change in control, each outstanding stock option and stock appreciation right shall terminate within a specified number of days after notice to the participant, and/or that each participant shall receive, with respect to each share subject to such stock option or stock appreciation right, an amount equal to the excess (if any) of the fair market value of such share immediately prior to the occurrence of the change in control over the exercise price per share of such stock option or stock appreciation right. The Compensation Committee shall also have the option to make or provide for a payment to the grantees holding other awards in an amount equal to the fair market value of one share immediately prior to the occurrence of such change in control multiplied by the number of vested shares under such awards.

        Adjustments for Stock Dividends, Stock Splits, Etc.    In the event of a merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the common stock or the value thereof, such adjustments and other substitutions shall be made to the 2017 Plan and to awards thereunder as the Compensation Committee deems equitable or appropriate taking into consideration the accounting and tax consequences.

        Tax Withholding.    Participants in the 2017 Plan are responsible for the payment of any federal, state or local taxes that we are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The Compensation Committee may permit the minimum tax withholding obligations to be satisfied by allowing a participant to authorize us to withhold from shares of common stock to be issued pursuant to any award a number of shares with an aggregate fair market value (as of the date the withholding is effected) that would satisfy the withholding amount due. The Compensation Committee may also require that awards be subject to mandatory share withholding up to the required withholding amount.

        Clawback Policy.    All awards made under the 2017 Plan will be subject to the terms and provisions of any clawback policy of Vericel in effect from time to time.

        Amendments and Termination.    The Board of Directors may, at any time, amend or discontinue the Plan and the Compensation Committee may, at any time, amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding award without the holder's consent. To the extent required under NASDAQ rules, any amendments that materially change the terms of the 2017 Plan will be subject to approval by our stockholders. Amendments shall also be subject to approval by our stockholders if and to the extent determined to be required by the Code to preserve the qualified status of incentive options or to ensure that compensation earned under the 2017 Plan qualifies as performance-based compensation under Section 162(m).

Table of Contents

        Effective Date of the 2017 Plan.    The Board of Directors adopted the 2017 Plan on March 17, 2017. The 2017 Plan will become effective on the date it is approved by stockholders. Awards of incentive options may be granted under the 2017 Plan until March 17, 2027. No other awards may be granted under the 2017 Plan after the date that is ten years from the date of stockholder approval.

Plan Benefits

        Because the grant of awards under the 2017 Plan is within the discretion of the Compensation Committee, we cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the 2017 Plan. Accordingly, in lieu of providing information regarding benefits that will be received under the 2017 Plan, the following table provides information concerning the benefits that were received by the following persons and groups during 2016: each named executive officer; all current executive officers, as a group; all current directors who are not executive officers, as a group; and all current employees who are not executive officers, as a group.

Tax Aspects under the Code

        The following is a summary of the principal U.S. federal income tax consequences of certain transactions under the 2017 Plan. It does not describe all federal tax consequences under the 2017 Plan, nor does it describe foreign, state or local tax consequences.

        Incentive Options.    No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then, (i) upon the sale of such shares, any amount realized in excess of the option price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) we will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

        If shares of common stock acquired upon the exercise of an incentive option are disposed of prior to the expiration of the two-year and one-year holding periods described above, which is referred to as a "disqualifying disposition," generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common

Table of Contents

stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the exercise price thereof, and (ii) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive option is paid by tendering shares of common stock.

        If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

        Non-Qualified Options.    No income is realized by the optionee at the time the option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the exercise price and the fair market value of the shares of common stock on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

        Other Awards.    We will generally be entitled to a tax deduction in connection with an award under the 2017 Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize that tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for a further deferral.

        Parachute Payments.    The vesting of any portion of an option or other award that is accelerated due to the occurrence of a change in control may cause a portion of the payments with respect to such accelerated awards to be treated as "parachute payments" as defined in the Code. Any such parachute payments may be non-deductible by us, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

        Limitation on Deductions.    Under Section 162(m), our deduction for certain awards under the 2017 Plan may be limited to the extent that the Chief Executive Officer or other executive officer whose compensation is required to be reported in the summary compensation table (other than the Principal Financial Officer) receives compensation in excess of $1 million a year (other than performance-based compensation that otherwise meets the requirements of Section 162(m)). The 2017 Plan is structured to allow certain awards to qualify as performance-based compensation.

Table of Contents

Equity Compensation Plan InformationPROPOSAL 3

NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS

Overview

The following table provides informationDodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") requires us to submit a non-binding, advisory resolution, commonly known as a "say-on-frequency" proposal, to shareholders at least once every six years to determine whether advisory votes on executive compensation, such as Proposal 4, should be held every one, two or three years. At the 2012 annual meeting of December 31, 2016 regarding sharesshareholders, the shareholders voted to hold a "say-on-pay" proposal every year. Following the vote at this Annual Meeting, the next say-on-frequency proposal will be voted upon at the 2024 Annual Meeting of common stockShareholders.

After careful consideration, our Board of Directors has determined that may be issued underan annual advisory vote to approve the compensation of our equitynamed executive officers will allow our shareholders to provide timely and direct input on Vericel's executive compensation plans, consistingphilosophy, policies and practices as disclosed in the proxy statement each year. The Board of Directors believes that an annual vote is therefore consistent with Vericel's efforts to engage in an ongoing dialogue with our shareholders on executive compensation and corporate governance matters. Accordingly, we are asking our shareholders to vote for every "1 YEAR" as the Prior Plans.

Vote Required and Board of Directors' Recommendation

        The affirmativeThis vote is advisory, and therefore will not have any binding legal effect on Vericel, the Board of a majorityDirectors or the Compensation Committee. However, the Board of Directors and the Compensation Committee value the opinions of our shareholders and intend to take into account the outcome of the vote when considering the frequency of holding future advisory votes to approve the compensation of our named executive officers. The frequency that receives the highest number of votes cast is required for approval ofon the 2017 Omnibus Incentive Plan. If you abstain from votingproposal shall be deemed the frequency recommended by shareholders. Abstentions and broker non-votes will have no effect on this Proposal it has no effect on the voting of the proposal.3. If you sign and submit your proxy card without indicatingmarking your voting instructions, your shares will be voted "FOR" this proposal. Brokers, bankers and other nominees do not have discretionary voting power on this matter and, accordingly, "broker non-votes" will have no effect on the voting for this proposal.every 1 YEAR.

The Board of Directors unanimously recommends athat you vote,FOR on an advisory basis, that future advisory votes on the approvalcompensation of the 2017 Omnibus Incentive Plan.our named executive officers be held every1 YEAR.

Table of Contents

PROPOSAL 4

ADVISORY VOTE TO APPROVE THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS

Overview

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, known as the Dodd-Frank Act, this proposal gives our shareholders the opportunity to vote to approve or not approve, on an advisory basis, the compensation of our named executive officers. This is commonly known as, and is referred to herein as, a "say-on-pay" proposal or resolution. Under Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), generally, each public company must submit a say-on-pay proposal to its shareholders not less frequently than once every three years. At the 2012 annual meeting of shareholders, the shareholders voted to propose a "say-on-pay" proposal every year. The shareholders will next vote on the frequency of "say-on-pay" proposals at the 2018 annual meeting of shareholders.

Table of Contents

As discussed under Compensation Discussion and Analysis below, we believe that our executive compensation programs emphasize sustainable growth through a pay-for-performance orientation and a commitment to both operational and organizational execution. We believe that our compensation program for our named executive officers was instrumental in helping us achieve our strong strategic and financial performance.performance in 2017.

We are asking our shareholders to vote "FOR" the following resolution at our Annual Meeting:Meeting:

        "RESOLVED,"RESOLVED, that the compensation paid to Vericel's named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED."

We are asking our shareholders to indicate their support for our named executive officers' compensation as described in this proxy statement. This vote is not limited to any specific item of compensation, but rather addresses the overall compensation of our named executive officers and our philosophy, policies and practices relating to their compensation as described in this proxy statement pursuant to Item 402 of Regulation S-K.

Vote Required and Board of Directors' Recommendation

The say-on-pay resolution is advisory, and therefore will not have any binding legal effect on Vericel, the Board of Directors or the Compensation Committee. However, the Board of Directors and the Compensation Committee value the opinions of our shareholders and intend to take the results of the vote on this proposal into account in its future decisions regarding the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on this Proposal 4. If you sign and submit your proxy card without marking your voting instructions, your shares will be voted "FOR" Proposal 4.

We believe that our compensation program for our named executive officers is in the best interest of Vericel and our shareholders.Therefore, the Board of Directors unanimously recommends a voteFOR the approval of this resolution.

Table of Contents

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of March 10, 2017,9, 2018, or as otherwise set forth below, with respect to the beneficial ownership of Vericel's common stock by (i) all persons known by Vericel to be the beneficial owners of more than 5% of the outstanding common stock of Vericel;

Table of Contents

(ii) each director and director nominee of Vericel, (iii) each executive officer of Vericel named in the Summary Compensation Table, and (iv) all executive officers and directors of Vericel as a group.

Table of Contents

a.

Execute high-quality business development transaction.

In making its determination regarding the Company's 20162017 annual incentive program, the Compensation Committee considered our success against 20162017 corporate goals. The Compensation Committee made a determination of a 90%100% achievement of the Company's corporate goals for 2016,2017, based on the following conclusions:

1)      38%

35% out of a targeted 40%35% was awarded for the Financial Goals. The Compensation CommitteeCompany was awarded slightly below target points for these goals, primarily as a result of considering the relative achievement ofexceeding goals relating to revenues and net operating loss and the closing of financing transactions in excess of $10 million.

controlling budget expense.

2)      52%

40% out of a targeted 45%40% was awarded for Product Goals. The Compensation Committee awarded above-targettarget points for these goals, primarily due to the achievement of approvalcompletion of the HDE supplement with both a pediatric label and a claim of a probable survival benefit,relevant CMC post-marketing commitments for MACI, as well as the MACI BLA being approved early with a competitive label and securing FDA approvalcompletion of in-house Epicel 3T3 cell production.

the life cycle management plan.

Table of Contents

3)      0%

25% out of a targeted 15%25% was awarded for the Business Transaction Goal.Development Goals. The Compensation Committee awarded below-targettarget points for this goal because the Company did not execute a high-quality business development transaction in 2016.

2017 and completed a Board-approved long-term manufacturing design plan.

The table below shows the target award under the incentive program as a percentage of each named executive officer's annual base salary in 2016,2017, the target cash award opportunity in dollars for 20162017 and the actual cash bonus payments to our named executive officers for 20162017 performance, which will be

Table of Contents

paid in April 2017,March 2018, as well as the actual bonus payment as a percentage of the target award opportunity.

Long-term Equity Incentive Compensation

Long-term incentive compensation allows the executive officers to share in any appreciation in the value of our common stock. The Compensation Committee believes that awarding stock option participationoptions aligns executive officers' interests with those of the shareholders. The amounts of the awards are designed to reward past performance and create incentives to meet long-term objectives. Awards are made at a level calculated to be competitive within the biotechnology industry, as well as our peer group. In determining the amount of each grant, the Compensation Committee takes into account the number of shares held by the executive prior to the grant. In 2016,2017, the Compensation Committee engaged Frederic W.F.W. Cook & Co., to perform ancontinue its independent review of the equity incentive plan option grant practices.practices of the Company as compared to the general market and our 2017 peer group. The results of the independent review showed that named excecutiveexecutive officer equity awards had grant date fair valuevalues below the median of the 20162017 peer groupgroup.

On February 7, 2017 and that total direct compensation value was belowMay 22, 2017, the 2016 peer group median.Compensation Committee granted the following stock options to our named executive officers:

Stock option awards provide our executive officers with the right to purchase shares of our common stock at a fixed exercise price, and stock option awards vest over time, subject to continued employment with our company over the vesting period. Stock options generally vest over four years. All stock options have an exercise price equal to fair market value of our common stock on the date of grant, which is equal to our closing market price on such date.

Other Compensation

Generally, benefits available to executive officers are available to all employees on similar terms and include health and welfare benefits, paid time-off, life and disability insurance and a 401(k) plan.

We provide the benefits above to attract and retain our executive officers and other employees by offering compensation that is competitive with other companies similar in size and stage of

Table of Contents

development. These benefits represent a relatively small portion of theirthe total compensation.compensation of our named executive officers.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Table of Contents

Compensation Committee Members:

Alan L. Rubino, Chairman
Heidi Hagen
Steven Gilman

This report shall not constitute "soliciting material," shall not be deemed "filed" with the Securities and Exchange Commission and is not to be incorporated by reference into any of our other filings under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this report by reference therein.

Summary Compensation Table

The following table summarizes all compensation earned by or paid to Dominick C. Colangelo, our chief executive officer effective March 1, 2013; Daniel Orlando, our chief operating officer effective August 27, 2012; and Gerard Michel, our chief financial officer and vice president of corporate development effective June 2, 2014 (the "named executive officers") during the fiscal years ended December 31, 2017, 2016 2015 and 2014.2015.

20162017 SUMMARY COMPENSATION TABLE

Table of Contents

Grants of Plan-Based Awards

The following table presents information on all grants of plan-based awards made in the fiscal year ended December 31, 2017 to our named executive officers:

GRANTS OF PLAN-BASED AWARDS

Table of Contents

Table of Contents2018.

Grants of Plan-Based Awards

        The following table presents information on all grants of plan-based awards made in the fiscal year ended December 31, 2016 to our named executive officers:

GRANTS OF PLAN-BASED AWARDS

Outstanding Equity Awards at Fiscal Year End

The table below reflects all outstanding equity awards made to each of the named executive officers that were outstanding atas of December 31, 2016.2017. We currently grant stock-based awards pursuant to our 20092017 Plan and have outstanding awards under our Prior Plans.

Table of ContentsSecond Amended and Restated 2009 Omnibus Incentive Plan.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20162017

Table of Contents

Option Exercises and Stock Vested

During the year ended December 31, 2016,2017, there were no option awards exercised by any of our named executive officers. None of our named executive officers held equity awards other than stock options during the year ended December 31, 2016.2017.

Pension Benefits

We do not offer any defined benefit pension plans or arrangements.

Nonqualified Deferred Compensation

There were no nonqualified deferred compensation plans or arrangements offered to any of our executive officers during 2016.2017.

Employment Contracts, including Termination of Employment and Change of Control Arrangements

We have entered into employment agreements with our named executive officers that provide for specified payments and benefits in connection with a termination of employment by us without Cause or a resignation by the named executive officer for Good Reason.Reason (as such terms are defined in the employment agreements). Our goal in providing severance and change in control benefits is to offer sufficient cash continuity protection such that our executives will focus their full time and attention on the requirements of the business rather than the potential implications for their respective positions. We prefer to have certainty regarding the potential severance amounts payable to the named executive officers, rather than negotiationnegotiating severance at the time that a named executive officer's employment terminates. We have also determined that accelerated vesting provisions with respect to equity awards in connection with a qualifying termination in connection with

Table of Contents

a Change in Control are appropriate because they encourage our named executive officers to stay focused on the business in those circumstances, rather than focusing on the potential implications for them personally.

In connection with the Compensation Committee's regularly scheduled review of executive compensation in 2017, and in consultation with our independent compensation advisers, F.W. Cook, we amended the employment agreements of the members of our executive management in order to harmonize certain discrepancies identified across such employment agreements during our review and align the benefits provided more closely with those provided by our peer companies. The following are summaries of the material terms of employment agreements with our named executive officers.

Mr. Colangelo's Agreement

On March 4, 2013, Mr. Colangelo and Vericel entered into an Employment Agreement, which was amended on September 14, 2017 (the "Colangelo Employment Agreement") and. Mr. Colangelo became our new Chief Executive Officer. Mr. Colangelo received anColangelo's current annual base salary of $505,000 for 2016,is $592,000, which is reviewed annually by the Compensation Committee. Mr. Colangelo is also eligible to receive cash incentive compensation as determined by the Compensation Committee. Mr. Colangelo's target annual incentive compensation is currently 60% of his base salary. Under the Colangelo Employment Agreement, Mr. Colangelo is eligible to receive stock option and other equity awards from time to time at the discretion of the Compensation Committee.

In the event of hisa termination of Mr. Colangelo's employment by Vericel without Cause or by Mr. Colangelo for Good Reason (as such terms are defined in the Colangelo Employment Agreement), Vericel shall pay Mr. Colangelo an amount equal to twelve months of his then-current base salary in

Table of Contents

equal installments over the one-year period following the date of termination of his employment, andall of Mr. Colangelo shall continue to vest in histime-based equity awards that would have vested during such one-year period shall vest and become exercisable or nonforfeitable upon the date of termination and, if Mr. Colangelo was participating in Vericel's group health plan immediately prior to his date of termination and elects COBRA coverage, Vericel shall pay Mr. Colangelo a monthly cash payment equal to the full monthly COBRA premium until the earlier of twelve months following termination or the end Mr. Colangelo's COBRA health continuation period. In the event that Mr. Colangelo breaches the restrictive covenants set forth in the Colangelo Employment Agreement during the severance period, Vericel may cease severance payments to Mr. Colangelo. In lieu of the payments and benefits described in the preceding sentence,.above, in the event of histhe termination within twelve months following a Change in Controlof Mr. Colangelo's employment by Vericel without Cause or by Mr. Colangelo for Good Reason, in either case within eighteen months following a Change in Control, (i) Vericel shall pay Mr. Colangelo a lump sum amount equal to (i) eighteen months(A) 1.5 times the sum of his then-current base salary and (ii) his target incentive bonus for such year. In either event, subjectthe year in which the termination occurs plus (B) a pro-rated portion of his target bonus for the year of termination, (ii) if Mr. Colangelo was participating in Vericel's group health plan immediately prior to his date of termination and elects COBRA coverage, Vericel shall pay Mr. Colangelo a monthly cash payment equal to the full monthly COBRA premium until the earlier of eighteen months following termination or the end of Mr. Colangelo's co-payment of premiums at the active employee's rate,COBRA health continuation period, and (iii) all time-based equity awards held by Mr. Colangelo would also be entitled to continued participation in our company-sponsored group health, dentalshall immediately vest and vision programs for twelve months followingbecome fully exercisable or nonforfeitable as of the date of termination. Mr. Colangelo's right to receive any severance payment and to continue his participation in such benefit programsbenefits is conditioned upon and subject to Mr. Colangelo's signing and not revoking a general release of claims.

In addition, during his employment and after termination of the Colangelo Employment Agreement, Mr. Colangelo has agreed to keep Vericel's confidential information in confidence and trust and has agreed not to use or disclose such confidential information without Vericel's written consent except as necessary in the ordinary course of performing his duties to Vericel. During the term of the Colangelo Employment Agreement and for a period of twelveeighteen months thereafter Mr. Colangelo has also agreed not to compete with Vericel and not to solicit employees, customers or suppliers of Vericel.

Mr. Orlando's Agreement

On April 3, 2013,September 14, 2017, Mr. Orlando and Vericel entered into an Amended and Restated Employment Agreement (the "Orlando Employment Agreement"). Mr. Orlando received anOrlando's current annual base salary of $330,000 for 2016,is $357,000, which is reviewed annually by the Compensation Committee. Mr. Orlando is also eligible to receive cash incentive compensation as determined by the Compensation Committee. Mr. Orlando's target annual incentive compensation is currently 40% of his base salary. From time to time and at the discretion of the Compensation Committee, Vericel may grant to Mr. Orlando options to purchase shares of Vericel's common stockequity awards pursuant to Vericel's then-current equity plan.

Table of Contents

In the event of hisa termination of Mr. Orlando's employment by Vericel without Cause or by Mr. Orlando for Good Reason (as such terms are defined in the Orlando Employment Agreement), Vericel shall pay Mr. Orlando an amount equal to ninetwelve months of his then-current base salary in equal installments over the nine-monthtwelve-month period followingbeginning within sixty days after the date of termination of his employment and, if Mr. Orlando was participating in Vericel's group health plan immediately prior to his date of termination and elects COBRA coverage, Vericel shall pay Mr. Orlando a monthly cash payment equal to the monthly employer contribution that Vericel would have made to provide health insurance to Mr. Orlando had he remained employed by Vericel until the earlier of twelve months following termination or the end of Mr. Orlando's equity awards shall vest as if he had remained employed an additional nine months.COBRA health continuation period. In the event that Mr. Orlando breaches the restrictive covenants set forth in the Orlando Employment Agreement during the severance period, Vericel may cease severance payments to Mr. Orlando. In lieu of the severance payments described in the preceding sentence,above, in the event that Mr. Orlando's

Table of his termination within twelve months following a Change in ControlContents

employment is terminated by Vericel without Cause or by Mr. Orlando for Good Reason, in either case within eighteen months following a Change in Control, (i) Vericel shall pay Mr. Orlando ana lump sum amount equal to nine months(A) the sum of his then-current base salary and his target bonus for the year in one lump sumwhich the termination occurs plus (B) a pro-rated portion of his target bonus for the year of termination, (ii) if Mr. Orlando was participating in Vericel's group health plan immediately prior to his date of termination and elects COBRA coverage, Vericel shall pay Mr. Orlando a monthly cash payment equal to the monthly employer contribution that Vericel would have made to provide health insurance to Mr. Orlando had he remained employed by Vericel until the earlier of twelve months following termination or the end of Mr. Orlando's COBRA health continuation period and (iii) all outstandingtime-based equity awards shall accelerate and vest in full. In either event, subject to Mr. Orlando's co-payment of premiums at the active employee's rate,held by Mr. Orlando would also be entitled to continued participation in our company-sponsored group health, dentalshall immediately vest and vision programs for nine months followingbecome fully exercisable or nonforfeitable as of the date of termination. Mr. Orlando's right to receive any severance payment and to continue his participation in such benefit programsbenefits is conditioned upon and subject to Mr. Orlando's signing and not revoking a general release of claims.

In addition, during his employment and after termination of the Orlando Employment Agreement, Mr. Orlando has agreed to keep Vericel's confidential information in confidence and trust and has agreed not to use or disclose such confidential information without Vericel's written consent except as necessary in the ordinary course of performing his duties Vericel. During the term of the Orlando Employment Agreement and for a period of twelve months thereafter Mr. Orlando has also agreed not to compete with Vericel and not to solicit employees, customers or suppliers of Vericel.

Mr. Michel's Agreement

On November 6, 2014,September 15, 2017, Mr. Michel and Vericel entered into an Amended and Restated Employment Agreement (the "Michel Employment Agreement"). Mr. Michel received anMichel's current annual base salary of $365,000 for 2016,is $386,000, which is reviewed annually by the Compensation Committee. Mr. Michel is also eligible to receive cash incentive compensation as determined by Vericel. Mr. Michel's target annual incentive compensation is currently 40% of his base salary. Under the Michel Employment Agreement, from time to time and at the discretion of the Compensation Committee, Vericel may grant to Mr. Michel stock and other equity awards pursuant to Vericel's then-current equity plan.

In the event of hisa termination of Mr. Michel's employment by Vericel without Cause or by Mr. Michel for Good Reason (as such terms are defined in the Michel Employment Agreement), Vericel shall pay Mr. Michel an amount equal to twelve months of his then-current base salary in equal installments over the twelve-month period beginning within sixty days after the date of termination of his employment and, if Mr. Michel was participating in Vericel's group health plan immediately prior to his date of termination and elects COBRA coverage, Vericel shall pay Mr. Michel a monthly cash payment equal to the monthly employer contribution that Vericel would have made to provide health insurance to Mr. Michel had he remained employed by Vericel until the earlier of twelve months following termination or the end of Mr. Michel's COBRA health continuation period. In the event that Mr. Michel breaches the restrictive covenants set forth in the Michel Employment Agreement during the severance period, Vericel may cease severance payments to Mr. Michel. In lieu of the severance payments described above, in the event that Mr. Michel's employment is terminated by Vericel without Cause or by Mr. Michel for Good Reason, in either case within twelve months following a Change in Control, (i) Vericel shall pay Mr. Michel a lump sum amount equal to (A) the sum of his base salary and his target bonus for the year in which the termination occurs plus (B) a pro-rated portion of his target bonus for the year of termination, (ii) if Mr. Michel was participating in Vericel's group health plan immediately prior to his date of termination and elects COBRA coverage, Vericel shall pay Mr. Michel a monthly cash payment equal to the monthly employer contribution that Vericel would have made to provide health insurance to Mr. Michel had he remained employed by Vericel until the earlier of twelve months following termination or the end of Mr. Michel's COBRA health continuation

Table of Contents

period and (iii) all time-based equity awards held by Mr. Michel shall immediately vest and become fully exercisable or nonforfeitable as of the date of termination. Mr. Michel's right to receive any severance payment and benefits is conditioned upon and subject to Mr. Michel's signing and not revoking a separation agreement that includes a general release of claims, Vericel shall pay Mr. Michel an amount equal to nine months of his then-current base salary payable in nine substantially equal monthly installments. Subject to Mr. Michel's co-payment of premiums at the active employee's rate, Mr. Michel would also be entitled to continued participation in our company-sponsored group health, dental and vision programs for nine months following the date of termination.claims.

In addition, during his employment and after termination of the Michel Employment Agreement, Mr. Michel has agreed to keep Vericel's confidential information in confidence and trust and has agreed not to use or disclose such confidential information without Vericel's written consent except as necessary in the ordinary course of performing his duties to Vericel. During the term of the Michel Employment Agreement and for a period of twelve months thereafter Mr. Michel has also agreed not to compete with Vericel and not to solicit employees, customers or suppliers of Vericel.

Table of Contents

Acceleration of Vesting Under Stock Option Plans

Generally, in the event of a Change in Control of Vericel (as defined in our 20092017 Plan) if awards under the 20092017 Plan are not assumed, continued or substituted, awards shall vest immediately prior to the Change in Control and terminate on the day of the Change in Control. If assumed, continued or substituted and the participant's services to Vericel are terminated by Vericel or its successor without cause within twelve months of the Change in Control, the awards shall become fully vested and exercisable and may be exercised at any time prior to the earlier of the expiration date of the award or within three months offollowing the date of termination. However, if the fair market value on the date of the Change in Control is less than the exercise price of the option, such option shall then terminate on the date of the Change in Control.

The following table sets forth aggregate estimated payment obligations to each of the named executive officers assuming a termination occurred on December 31, 2016:2017 and using the salary in effect on such date:

Table of Contents

CEO Pay Ratio

Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee's total annual compensation to the total annual compensation of the principal executive officer ("PEO"). The PEO of Vericel is Dominick C. Colangelo.

We believe that our compensation philosophy must be consistent and internally equitable to motivate our employees to create shareholder value. The purpose of the new required disclosure is to provide a measure of pay equity within the organization. We are committed to internal pay equity, and our Compensation Committee monitors the relationship between the pay our PEO receives and the pay our non-executive employees receive.

As illustrated in the table below, our 2017 PEO to median employee pay ratio was approximately 13:1.

We identified the median employee using W-2 compensation, plus estimated bonus, the fair market value of equity grants, life and disability insurance, and the estimated value of 401(k) match (whether or not vested), for all individuals who were employed by us on December 31, 2017, the last day of our fiscal year (whether employed on a full-time, part-time or seasonal basis). Employees on leave of absence were included in the list and reportable wages were annualized for those employees who were not employed for the full calendar year.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Table of Contents

Equity Compensation Plan Information

The following table provides information as of December 31, 2017 regarding shares of common stock that may be issued under our equity compensation plans, consisting of the 2017 Plan, the 2009 Plan, the 2004 Plan and the ESPP.

Compensation of Directors

The Director Compensation table reflects all compensation awarded to, earned by or paid to our non-employee directors for the fiscal year ended December 31, 2016.

Table of Contents2017.

DIRECTOR COMPENSATION

FOR THE YEAR ENDED
DECEMBER 31, 20162017

Table of Contents

At least every three years, the Compensation Committee engages an independent consultant to perform an analysis over the non-employee director compensation program. In 2014,2017, the Compensation Committee engaged Frederic W.F.W. Cook & Co to perform an independent review of the compensation program for non-employee directors. The review indicated that the non-employee director compensation was slightly below the median for option awards and for cash and option awards.for certain committee members. Accordingly, the Compensation Committee determined that 2015commencing in the second quarter of 2017 and for 2018 cash compensation would increase slightly for the Audit Committee and Compensation Committee chairs and committee members and that the annual stock option grant increasedwould increase from 3,00015,000 to 15,000 shares and beginning in 2015, with such grants vesting over three years in equal monthly installments. The Compensation Committee determined that 2016 cash compensation for non-employee directors would remain the same.17,500 shares.

Fees Earned or Paid in Cash.    The Chairman of the Board of Directors, if any, receives an annual fee of $80,000 paid in equal quarterly increments and does not receive additional fees for service as a member of the Board of Directors or as an individual committee member. Each other non-employee director receives an annual fee of $40,000 paid in equal quarterly increments. TheUntil the second quarter of 2017, the chairperson of each standing committee receivesreceived an additional annual fee of $18,000 for the Audit Committee, $12,500 for the Compensation Committee and $10,000 for the Governance Committee. TheCommencing in the second quarter of 2017 and for 2018, the chairperson of each standing committee will receive an additional annual fee of $20,000 for the Audit Committee, $14,500 for the Compensation Committee and $10,000 for the Governance Committee. Until the second quarter of 2017, the non-chair members of the Audit Committee each received an additional annual fee of $8,000 and each non-chair member of the Compensation Committee and Governance Committee received an additional annual fee of $5,000, in each case payable quarterly. Commencing in the second quarter of 2017 and for 2018, the non-chair members of the Audit Committee each will receive an additional $8,000$10,000 annual fee, payable quarterly, and each non-chair committee member of the Compensation Committee receives an additional $7,000 annual fee and each non-chair committee member of the Governance Committee receives an additional annual fee of $5,000, in each case payable quarterly.

Table of Contents

Stock Option Awards.    We have in place a non-employee director compensation policy whereby a non-employee director who continued to serve beyond an Annual Meeting of Shareholders receivereceives a stock option to purchase 15,00017,500 shares granted on the date of each Annual Meeting of Shareholders, with an exercise price equal to the fair market value of the common stock on the date of grant. In 2017, non-employee directors received a stock option to purchase 15,000 shares at the 2017 Annual Meeting of Shareholders. For stock option grants prior tomade in 2015, 2016, 2017 or in the future, stock options vestedvest in equal monthly increments over a period of one year. For stock options granted in 2015 and 2016 and future stock option grants, the grants vest over three years in equal monthly installments. Newly elected directors joining the Board of Directors during the period between Annual Meetings of Shareholders receive a grant for a pro rata amount of the 15,000 shares subject to the option (reflecting the period of time until the next Annual Meeting of Shareholders). In addition, each future nonemployee director who joins the Board of Directors will also receive a one-time stock option to purchase 15,00017,500 shares on the date of such

Table of Contents

director's appointment.appointment which will vest over three years. In 2015, newly elected directors received a one-time stock option to purchase 15,000 shares. These equity grants are made under the terms of Vericel's then-existing equity compensation plans, as previously approved by the shareholders.

Stock options issued to directors shall terminate and may no longer be exercised after the first to occur of (a) the expiration date of the option, (b) 24 months after the date on which the service to Vericel is terminated, or (c) a change in control to the extent provided in the stock option agreement.

Certain Relationships and Related Party Transactions

The Board of Directors is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest. Accordingly, as a general matter, it is Vericel's preference to avoid related party transactions.

Vericel's Audit Committee Charter requires that members of the Audit Committee, all of whom are independent directors, review and approve all related party transactions for which such approval is required under applicable law, including SEC and NASDAQ rules. All related party transactions shall be disclosed in Vericel's applicable filings with the Securities and Exchange Commission as required under SEC rules.

There were no such reportable relationships or related party transactions during the fiscal year 2016.ended December 31, 2017.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Vericel's executive officers, directors and persons who beneficially own more than 10% of Vericel's common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by the SEC regulations to furnish Vericel with copies of all Section 16(a) forms filed by such persons.

Based solely on Vericel's review of such forms furnished to it and written representations from certain reporting persons, Vericel believes its executive officers, directors and more than 10% shareholders have complied with all filing requirements in 2016.2017.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION