VERICEL CORPORATION

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Well-Positioned to
Deliver Sustained Long-Term Growth

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Dear Shareholder: We are very pleased to have delivered another year of strong revenue and financial results, closing out 2022 with record quarterly net revenue and our tenth consecutive quarter of positive adjusted EBITDA and operating cash flow. In 2022, the Company generated continued top line revenue growth and achieved record total net revenue of more than $164 million, which was driven by significant growth for MACI®, with MACI net revenue growing 18% to $132 million for the year. In addition to our strong financial performance, the Company made substantial progress advancing our pipeline, attaining FDA approval for NexoBrid® and significantly accelerating the launch timeline for the MACI arthroscopic delivery program. Our solid execution in 2022 positions us well to accelerate growth in the years ahead as we continue to drive MACI adoption, move toward a potential 2024 launch of the arthroscopic delivery of MACI, advance our MACI ankle program and build a second high growth franchise in Burn Care with the commercial launch of NexoBrid. Importantly, we believe that we can continue to create significant value for our shareholders, while at the same time enabling our Company to treat many more patients with cartilage and severe burn injuries in the future. In 2022, our lead product, MACI, saw increasing surgeon adoption, growing to approximately 2,000 surgeons taking biopsies, which represents an increase of nearly 10% from 2021. We see strength in the key growth drivers for MACI in 2023 and beyond, which we believe will drive continued strong market growth over the long term. Given the large incidence of cartilage injuries, the knee cartilage repair market represents a significant commercial opportunity for MACI. We estimate that the target addressable market for MACI is approximately $3 billion, which supports the strong revenue growth generated since the launch of MACI. We believe that we can continue to drive strong MACI growth in 2023 and beyond based on additional surgeon adoption and biopsy growth. In addition, we continue to advance important lifecycle management initiatives for MACI, with plans underway to launch a human factors validation study this year to support expanding the MACI label to include arthroscopic administration of the product. We now anticipate an accelerated potential commercial launch of arthroscopic MACI for the treatment of cartilage defects in the knee in 2024, which is several years earlier than if an additional clinical study was required. We believe that the arthroscopic delivery of MACI will be a very attractive option for surgeons and patients and could provide a substantial upside growth opportunity for the product. In addition to further procedural advancements, we are also in discussions with the FDA regarding our planned clinical development program for the treatment of cartilage injuries in the ankle, which is the next largest market opportunity for MACI and is expected to be a significant growth driver for MACI over the longer term, as it would increase our overall MACI addressable market to approximately $4 billion.

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Message from our President and Chief Executive Officer

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Notice of Virtual Annual Meeting of Shareholders

Dear Shareholder of Vericel Corporation:

March 20, 2020

Dear Shareholder:

You are cordially invited to attend ourthe Virtual Annual Meeting of Shareholders of Vericel Corporation (the “Annual Meeting”), a Michigan corporation. The Annual Meeting will be held on Wednesday, April 29, 2020,May 3, 2023, at 9:00 a.m. local time,Eastern Time, via a live audio webcast at Vericel Corporation's headquarters locatedwww.virtualshareholdermeeting.com/VCEL2023. A list of shareholders entitled to vote at 64 Sidney St., Cambridge, Massachusetts 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, 2020, (3) the approval of the amendment and restatement of our 2019 Omnibus Incentive Plan, 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 the approval of the amendment and restatement of our 2019 Omnibus Incentive Plan andFOR the approval, on an advisory basis, of the compensation of our named executive officers.

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

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

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

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

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS		1
GENERAL INFORMATION ABOUT THE MEETING, SOLICITATION AND VOTING		1
PROPOSAL 1		5
PROPOSAL 2		14
PROPOSAL 3		15
PROPOSAL 4		25
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		26
EXECUTIVE COMPENSATION AND RELATED INFORMATION		29
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		46
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		47
AUDIT COMMITTEE		47
SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING		48
WHERE YOU CAN FIND MORE INFORMATION		48
TRANSACTION OF OTHER BUSINESS		50

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VERICEL CORPORATION
64 Sidney St.
Cambridge, Massachusetts 02139

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 29, 2020

TIME		9:00 a.m., local time, on Wednesday, April 29, 2020
PLACE		Vericel Corporation, 64 Sidney St., Cambridge, Massachusetts, 02139
ITEMS OF BUSINESS		1. To elect seven (7)eight (8) directors, each to each serve a term of one year expiring at the 2021 Annual Meeting of Shareholders;2024 annual meeting	FOR each director nominee	Page 16
2	To approve, on an advisory basis, the compensation of our named executive officers	2.  FOR	Page 33
3	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;2023	FOR	Page 55

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

By Order of the Board of Directors,

Sean Flynn

Senior Vice President, General Counsel and Secretary
Cambridge, Massachusetts
March 23, 2023

BACKGROUND

	Date and Time May 3, 2023, at 9:00 a.m. Eastern Time
		3. To approve the amendment and restatement of our 2019 Omnibus Incentive Plan;
		4. To approve, on an advisory basis, the compensation of our named executive officers; and Location Via a live audio webcast at www.virtualshareholder meeting.com/VCEL2023
		5. To consider such other business as may properly come before the Annual Meeting of Shareholders and any adjournment thereof.
RECORD DATE		Who Can Vote You may vote at the Annual Meeting of Shareholders if you were a shareholder of record at the close of business on March 5, 2020.9, 2023
VOTING BY PROXYMETHODS
	If you cannot attend the Annual Meeting of Shareholders, you may vote your shares via the Internet or by telephone by followingTelephone Follow the instructions on your proxy card and onwww.proxyvote.com. If you have requested a proxy card by mail, you may vote by signing, voting
	Mail Vote, sign and returningreturn the proxy card to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed in your Notice and in this Proxy Statement. If you attend11717
	Online at 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. www.virtualshareholdermeeting. com/VCEL2023

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

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

		By order of the Board of Directors,
		SEAN C. FLYNN Corporate Secretary Cambridge, Massachusetts March 20, 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VERICEL 20202023 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2020: MAY 3, 2023

The Notice of Virtual Annual Meeting of Shareholders, Proxy Statement, proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 20192022, are available atwww.vcel.com by following the link for "Investor“Investor Relations."” To obtain directions to our offices in ordermore information concerning how to attend the Annual Meeting in person,via the live audio webcast, please contact Vericel Corporation at (617)-588-5555.

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588-5555.

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

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Message from Our President and Chief Executive Officer	1
Notice of Virtual Annual Meeting of Shareholders	3
Proxy Overview	5
Corporate Governance	16
Proposal 1: Election of Directors	16
Board’s Skills and Experience	17
Board’s Role and Responsibilities	24
Board Structure	27
Board Practices, Policies and Processes	30
Compensation of Directors	31
Executive Compensation	33
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers	33
Vericel’s Executive Officers	34
Compensation Discussion and Analysis	36
Compensation Committee Report	45
Executive Compensation Tables	46
CEO Pay Ratio	52
Pay Versus Performance	52
Audit Matters	55
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	55
Fees of Independent Registered Public Accounting Firm	56
Pre-Approval Policy	56
Report of the Audit Committee of the Board of Directors	56
Information About Stock Ownership	57
Stock Ownership of Certain Beneficial Owners and Management	57
Additional Information	59

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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 of Vericel Corporation (the "Board“Board of Directors"Directors” or the “Board”), a Michigan corporation, for use at the Annual Meeting of Shareholders to be held on Wednesday, April 29, 2020May 3, 2023, at 9:00 a.m., local time, Eastern Time, via a live audio webcast at our headquarters located at 64 Sidney St., Cambridge, Massachusetts 02139,www.virtualshareholdermeeting.com/VCEL2023 or at any adjournments or postponements thereof (the "Annual Meeting").thereof. An Annual Report to Shareholders, containing financial statements for the year ended December 31, 2019,2022, 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 20, 2020.23, 2023. Unless the context requires otherwise, references to "we," "us," "our,"“we,” “us,” “our,” and "Vericel"“Vericel” refer to Vericel Corporation.

GENERAL INFORMATION ABOUT THE MEETING, SOLICITATION AND VOTING
This overview highlights certain information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more information about our business and 2022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on February 23, 2023.

What am I voting on?
About Vericel

ThereAdvanced Therapies for the Sports Medicine and Severe Burn Care Markets

Vericel is a leader in advanced therapies for the sports medicine and severe burn care markets. We have a portfolio of highly innovative advanced cell therapies and specialty biologics that are four proposals scheduledfocused on changing the standard of care for patients with cartilage damage and severe burns. We currently market two autologous cell therapy products and one specialty biologic product in the United States. Our cell therapy products, MACI^® (autologous cultured chondrocytes on porcine collagen membrane) and Epicel^® (cultured epidermal autografts), are approved and regulated by the U.S. Food and Drug Administration (FDA) as combination biologic/device products, with the biologic component being the use of a patient’s own cells to repair damaged tissue and restore function. As part of our strategic focus on acquiring innovative products that are synergistic with our existing sports medicine and severe burn care franchises, or that leverage our advanced cell therapy development and manufacturing platform, in 2019 we entered into exclusive license and supply agreements with MediWound Ltd. (“MediWound”) for North American rights to NexoBrid^® (anacaulase-bcdb), a botanical drug product containing proteolytic enzymes that is indicated for the removal of eschar in adults with deep partial- and/or full-thickness thermal burns. On December 28, 2022, the FDA approved a Biologics License Application (“BLA”) for NexoBrid for commercial use of the product in the U.S.

Our Products

Our lead product, MACI, which we launched in 2017, is the first FDA-approved tissue-engineered cellularized scaffold product that uses a patient’s own cells and is indicated for the repair of symptomatic, single or multiple full-thickness cartilage defects of the knee in adult patients. MACI is the leading restorative cartilage repair product in the sports medicine market and the only product approved by the FDA in its class. MACI is produced from a patient’s own cells, which are obtained from a biopsy of healthy cartilage, expanded and placed onto a resorbable porcine collagen membrane that is implanted into the area of the cartilage defect through a minimally-invasive outpatient surgical procedure. There are more than 750,000 knee cartilage repair surgical procedures performed each year in the U.S. Of these, approximately 315,000 patients have cartilage defects that are covered by the current MACI label. Based on defect characteristics, surgeons that have implanted MACI consider approximately 125,000 of these patients clinically appropriate for MACI. Approximately 60,000 of the eligible patients have larger lesions that we believe are likely to secure insurance authorization for MACI. Given the number of cartilage injuries, the knee cartilage repair market represents a significant commercial opportunity for MACI, and we estimate our overall MACI target addressable market at approximately $3 billion. We are continuing to advance important lifecycle management initiatives for MACI and are planning to begin a human factors validation study this year to support expanding the MACI label to include arthroscopic delivery of MACI for the treatment of cartilage defects in the knee. We anticipate an accelerated potential commercial launch of arthroscopic MACI in 2024. We believe that the arthroscopic delivery of MACI will be a very attractive option for surgeons and patients and could provide a substantial upside growth opportunity for the product. In addition to further procedural advancements, we are also in discussions with the FDA regarding our planned clinical development program for the treatment of cartilage injuries in the ankle, another large market opportunity for MACI, which is expected to be a growth driver over the longer term.

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Proxy Overview

		Epicel is the only cultured epidermal autograft product approved by the FDA for the treatment of adult and pediatric patients with deep dermal or full-thickness burns greater than or equal to 30% of their total body surface area. Epicel is a permanent skin replacement produced from a patient’s own skin cells, which are obtained from two postage stamp-sized biopsies of healthy skin, expanded to form skin grafts, and placed onto the burn wound site. Epicel is an important and potentially life-saving treatment option for patients with severe burns who may not be candidates for autografts due to the severity and extent of their burns. We estimate that there are approximately 600 surviving patients in the U.S. each year with full-thickness burns greater than 40% of total body surface area that are candidates for treatment with Epicel, representing a potential market opportunity of $300 million per year.
		NexoBrid is a botanical drug product containing proteolytic enzymes that is indicated for the removal of eschar in adults with deep partial- and/or full-thickness thermal burns. NexoBrid selectively degrades eschar over the course of four hours while preserving viable tissue. NexoBrid is highly synergistic with our existing Burn Care franchise, and we believe that the recent FDA approval of NexoBrid provides burn surgeons with an important new treatment option with significant advantages over the current standard of care, surgical eschar removal, and significantly expands Vericel’s presence in the burn care market. We estimate that there are approximately 40,000 hospitalized burn patients in the U.S. each year, the majority of whom will require eschar removal and are candidates for treatment with NexoBrid, representing a potential market opportunity of $300 million per year. The FDA approved a Biologics License Application (BLA) for NexoBrid on December 28, 2022, and U.S. commercial availability is expected in the second quarter of 2023.

Business Highlights

Strong Performance Across Several Financial Measures in 2022 as Well as the Significant Advancement of Our Product Pipeline

We believe that our highly innovative and growing portfolio of products with significant barriers to entry will allow us to continue to generate sustained top-tier revenue growth for many years given the large underpenetrated markets for our products. In addition, we believe that our business model, which is built on commercializing high-value products with concentrated call points, will continue to generate strong profits and operating cash flow in the years ahead.

Strong Track Record of Revenue and Profit Growth

Top-Tier Revenue Growth		Robust Profitability Profile

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Proxy Overview

Track Record of Creating Significant Shareholder Value

We are pleased that our performance and execution on our strategic and operational goals over the past five years has translated into significant value for our shareholders. Between 2017 and 2022, an investment in our Company’s common stock has yielded a return of 383%.

Comparison of Cumulative Total Return

The graph above depicts the total shareholder return from December 31, 2017, through December 31, 2022, for (i) our common stock, (ii) the Nasdaq Composite Index (U.S.), and (iii) the Nasdaq Biotechnology Index. Pursuant to applicable SEC rules, all values assume reinvestment of the full amount of all dividends, however, no dividends have been declared on our common stock to date. The shareholder return shown on the graph above is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.

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Proxy Overview

ESG Highlights

We recognize the importance of incorporating Environmental, Social, and Governance (“ESG”) principles into the core of our operations, for our organization and employees, and for the larger communities in which we operate. During 2022, Vericel published its inaugural ESG Report, which highlights for investors our Company’s steadfast commitment to incorporating ESG principles into our everyday business activities. Below is a summary of some of our recent ESG-related activities and achievements. For additional information, please see our 2021 ESG Report available at https://www.vcel.com/pdf/vericel-esg-report.pdf.

Governance

The Vericel Board of Directors provides oversight of, and strategic guidance to, our executive leadership on ESG topics. Our Board is comprised of industry leaders with extensive and diverse experiences, which span various business, healthcare, and scientific arenas. Throughout 2022, the Board remained keenly focused on its commitment to developing and implementing the Company’s ESG strategy. The Board has continued to conduct educational programs with outside experts on ESG topics and, in 2022, again oversaw the accomplishment of a set of ESG-related corporate goals for our executive team, which included the preparation and publication of Vericel’s inaugural ESG Report.

Environmental

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

Additionally, in February 2022 we announced plans for a new state-of-the-art advanced cell therapy manufacturing and corporate headquarters facility in the greater Boston area. The 125,000 ft² facility will significantly increase our cell therapy manufacturing capacity to support the long-term growth of MACI and Epicel. Our manufacturing expansion will enable us to sustain our long-term revenue growth while helping us promote environmentally-responsible operations and workforce well-being.

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

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Social

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

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Proxy Overview

Corporate Governance

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Proxy Overview

PROPOSAL 1:
Election of Directors			The Board recommends a vote FOR each director nominee.
To elect eight (8) directors, each to serve a term of one year expiring at the 2024 annual meeting of shareholders.		See page 16

Board of Directors

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Proxy Overview

Board Snapshot

Independence	Age	Tenure

Skills and Experience

Prior Board Experience		Industry Experience
		BioPharma		Complex Biologics		Medical Technologies
Functional Expertise
CEO/GM		Marketing/Sales		Business Development		Finance
Research & Development		Chief Operating Officer		Technical Operations		Healthcare Operations
Payer

Shareholder Engagement

In 2022, our shareholder engagement included participation in multiple investor conferences and numerous individual investor meetings and calls on a variety of topics, such as business performance, Company strategy, and ESG matters.

Vericel greatly values the perspectives that we gain through direct engagement with our shareholders.

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Proxy Overview

PROPOSAL 2:
Advisory Vote to Approve the Compensation of our Named Executive Officers			The Board recommends a vote FOR this proposal.
To vote on an advisory resolution to approve the compensation of Vericel’s named executive officers.		See page 33

2022 Financial Performance

$164.4 million		67%		$132 million
Record full-year total net revenue		Gross margin		MACI net revenue, representing 18% year-over-year growth
$24.2 million*		$17.7 million		$140 million
Non-GAAP adjusted EBITDA (Net Loss of $16.7 million)		Operating Cash Flow generated during 2022		Cash and investments as of December 31, 2022, and no debt

Elements of Compensation

The primary components of our executive officer compensation program are: (i) annual base salary; (ii) annual non-equity incentive compensation, which is based on at the Annual Meeting:

1.

To elect seven (7) directors to each serve a termachievement of one year expiring atspecified Company goals; and (iii) long-term equity incentive compensation in the 2021 Annual Meetingform of Shareholders;



2.

periodic stock options and restricted stock unit (“RSU”) grants, with the objective of aligning the executive officers’ long-term interests with those of our shareholders.

		Element		Target Mix		Strategy and Performance Alignment
		Base Salary				Base salaries are established in-part based on the individual experience, skills and expected contributions of our executives, their performance during the prior year, and a comparison of projected cash compensation against peer group benchmarks.
		Annual Non-Equity Incentive Compensation				The determination of annual incentives for our executives is tied to achieving our financial targets, advancing our commercial and development-stage products, accomplishing operational goals, and advancing ESG initiatives. ●  Commercial and Financial Performance Goals: 40% ●  Product Goals: 35% ●  Operational Goals: 15% ●  ESG Goals: 10% Additional Upside Value Goal Opportunity (up to 15%)
		Long-Term Equity Incentive Compensation				Long-term incentive compensation aligns employees with shareholders and further incentivizes our executive officers to drive stock price growth and allows them to share in any appreciation in the value of our common stock.




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Proxy Overview

Performance Against Our 2022 Metrics

Our Goals		Our Metrics		Our Performance
Commercialand Financial Performance Goals		Generate total net product revenues of $205.8 million		●  Total net revenue fell short of our goal due, in part, to the lingering effects of the COVID-19 pandemic on the healthcare infrastructure and patient dynamics
		Achieve budget expense target of $151.5 million		●  Budget expense target achieved in 2022 as the result of Company’s continued fiscal discipline, and resulting in the generation of approximately $18 million in Operating Cash Flow
Product Goals		Achieve budgeted MACI surgeon engagement goals of increasing number of biopsy surgeons and biopsy conversion rate		●  Biopsy surgeons were slightly below goal and did not achieve biopsy conversion rate goal due, in part, to the lingering effects of the COVID-19 pandemic on the healthcare infrastructure and patient dynamics
		Complete MACI, Epicel and NexoBrid long-term brand development initiatives		●  Exceeded target with respect to brand development initiative goals, including the continued development and accelerated potential launch by several years of the arthroscopic administration for MACI
		Complete NexoBrid BLA resubmission to the FDA, with subsequent acceptance for filing		●  Exceeded target with respect to the NexoBrid product goals, securing FDA approval of the NexoBrid BLA on December 28, 2022
Operational Goals		Complete manufacturing facility and keymanufacturing/IT efficiency improvement initiatives		●  Partially achieved manufacturing facility and keymanufacturing/IT efficiency improvement goals
ESG Goals		Complete ESG goals		●  Achieved ESG goals during 2022 at target, including thepublication of the Company’s inaugural ESG Report
Upside Value Goals		Execute high-quality business developmenttransaction		●  Company chose not to execute any business developmenttransactions during 2022

Governance Features of Our Executive Compensation Program

What We Do				What We Don’t Do
Design executive compensation to align pay with performance   Balance short-and long-term incentive compensation to incentivize achievement of short-and long-term goals   Retain an independent compensation consultant reporting directly to the Compensation Committee   Provide shareholders with an annual say-on-pay vote   Prohibit short-sales, hedging, pledging or other inherently speculative transactions by our directors and employees (including our executives) (for more information, please see our Special Trading Procedures for Insiders, available at www.vcel.com)   Conduct competitive benchmarking of our executive compensation program against the market   Maintain robust stock ownership guidelines that apply to our directors and named executive officers   Maintain a compensation clawback policy, which covers both cash and equity and allows for recoupment of executive compensation if financial results are subsequently restated as the result of misconduct				No excessive perquisites    No tax gross-ups on executive perquisites or on executive severance or change-in-control benefits    No single-trigger change-in-control benefits    Do not provide supplemental company-paid retirement benefits    Our equity plan does not permit “evergreen” replenishment of shares    Do not provide dividends or dividend equivalents on unearned equity awards    Do not reprice stock options without prior shareholder approval

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Proxy Overview

PROPOSAL 3:
Ratification of Appointment of Independent Registered Public Accounting Firm			The Board recommends a vote FOR this proposal.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023.		See page 55

The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as Vericel’s independent registered public accounting firm to audit the consolidated financial statements of Vericel for the fiscal year ending December 31, 2023. PwC has acted in such capacity since its appointment in fiscal year 1996.

As part of its duties, the Audit Committee considered the provision of services, other than audit services, during the fiscal year ended December 31, 2022 by PwC, our independent registered public accounting firm for that period, to ensure the fiscal year ending December 31, 2020;



3.

To approve the amendment and restatement of our 2019 Omnibus Incentive Plan; 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 5, 2020 (the "Record Date") may vote at the Annual 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 (also referred to as 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. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. "Broker non-votes" (described below) are also counted as

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present and entitled to vote for purposes of determining a quorum. As of the Record Date, 44,945,918 shares of Vericel's common stock were outstanding and entitled to vote.

How many votes are required to approve each proposal?

maintains its independence. The following explains how many votes are required to approve each proposal, provided that a majority of our shares is present attable sets forth the Annual Meeting (present in person or representedaggregate fees accrued by proxy).

•

The election of each of our seven (7) director candidates requires the affirmative vote of a plurality of the total shares of common stock entitled to vote and represented in person or by proxy;

•

Ratifying PricewaterhouseCoopers LLP as Vericel's independent registered public accounting firmVericel for the fiscal year endingyears ended December 31, 2020 requires the affirmative2021 and 2022, respectively, for PwC:

Name	Fiscal Year Ended December 31, 2021 ($)			Fiscal Year Ended December 31, 2022 ($)
Audit Fees	1,215,608(1)			1,261,700(1)
Audit Related Fees	—			—
Tax Fees	—			—
All Other Fees	2,700(2)			2,993(2)
Total	1,218,308			1,264,693

(1)	The Audit Fees for the years ended December 31, 2021 and 2022 were for professional services rendered for the audits and reviews of the consolidated financial statements of Vericel, professional services rendered for issuance of consents, assistance with review of documents filed with the SEC and out-of-pocket expenses incurred.
(2)	All other Fees represent an annual license fee for technical accounting research software and the use of accounting disclosure checklists.

2023 Proxy Statement	15

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Corporate Governance

PROPOSAL 1:

Election of Directors

The Board recommends a voteFOR the election of each nominee.

Overview

The Vericel Board of Directors provides oversight of, and strategic guidance to, our Company’s senior management. The core responsibility of a majoritydirector is to fulfill his or her duties of care and loyalty and otherwise exercise his or her business judgment in the best interests of the votes cast onCompany and its shareholders. The Board is responsible for overseeing the proposal;

•

ApprovalCompany’s officers, including the President and Chief Executive Officer, and for ensuring that management advances the interests of the amendment and restatement of our 2019 Omnibus Incentive Plan requiresshareholders through the affirmative vote of a majorityoperation of the votes cast onCompany’s business. The Board recognizes that it is management’s responsibility to carry out the proposal;policies and

•

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

How are votes counted and who are the proxies?

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

You may vote "FOR," "AGAINST" or "ABSTAIN" on the ratification of PricewaterhouseCoopers LLP. If you abstain from voting on the proposal to ratify PricewaterhouseCoopers LLP, it will have no effect on the voting of the proposal. Brokers, bankers and other nominees have discretionary voting power on this routine matter and, accordingly, "broker non-votes" will have no effect on the ratification. If you just sign and submit your proxy card without marking your voting instructions, your shares will be voted "FOR" the resolution ratifying PricewaterhouseCoopers LLP.

You may vote "FOR," "AGAINST" or "ABSTAIN" on the approval of the amendment and restatement of our 2019 Omnibus Incentive Plan. If you abstain from voting on the approval of the amendment and restatement of our 2019 Omnibus Incentive Plan, 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 amendment and restatement of our 2019 Omnibus Incentive Plan.

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

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instructions, your shares will be voted "FOR" the resolution approving the compensation of our named executive officers.

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

What is a broker non-vote?

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

How does the Board of Directors recommend that I vote?
Company’s website.

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

•

"FOR"our corporate governance structure, the electionprinciples of eachenterprise-wide diversity and inclusion, the oversight of our corporate ESG goals and enhancing the composition and effectiveness 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, 2020;

•

"FOR" the approval of the amendment and restatement of our 2019 Omnibus Incentive Plan; and

•

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

	Recent Governance Enhancements ●  Implementation of enhanced Compensation Clawback Policy, as discussed further on page 44 (2022) ●  Oversight of the completion of an in-depth initiative to evaluate and enhance the Company’s cybersecurity incident response framework and readiness ●  Termination of shareholder rights plan or “poison” pill (2021) ●  Implementation of comprehensive Corporate Governance Guidelines as discussed further on page 10 (2021) ●  Adoption of formal stock ownership guidelines, as discussed further on pages 32 and 44 (2021)
	Board Composition and Effectiveness ●  Added new director with expertise in healthcare operations and payer matters (2021)

16

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.

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Internet and telephone voting facilities will close at 11:59 p.m., Eastern Standard Time, on April 28, 2020.

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

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

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

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

It generally means that you hold shares registered in more than one account. To ensure that all of 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 before the proposal is voted on at the Annual Meeting 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.

What are the costs associated with the solicitation of proxies?
Governance

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

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PROPOSAL 1

ELECTION OF DIRECTORS

	Diversity & Inclusion ●  Increased gender and racial diversity of Board (2021) ●Approved and evaluated performance against DE&I-related goals as part of executive annual incentive plan, as discussed further on pages 41 and 42 (2021 and 2022)
	ESG Oversight ●  Oversaw the creation and publication of Vericel’s inaugural ESG report highlighting our Company’s commitment to incorporating ESG principles into our everyday business activities (2022) ●  Designated the Governance and Nominating Committee to oversee management of ESG-related matters, as discussed further on page 27 (2022)

Our Company’s Bylaws provide that the Board of Directors will consist of not less than five nor more than nine members, as fixed from time-to-time by a resolution of the Board, of Directors, and that all directors will be elected annually. The Board of Directors currently consists of seven (7)eight (8) directors. The persons named below as nominees for director will, if elected, each serve a term of one year expiring at the 2021 Annual Meeting2024 annual meeting of Shareholdersshareholders or until their successors are elected and qualified.

The table below sets forth Vericel's directors and nominees and their respective ages as of February 29, 2020.

Director Nominees for Election at the 2020 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 the Chairman of our 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, Dr. Zerbe's clinical research and development positions included Managing Director, Lilly Research Center U.K., and Vice President of Clinical Investigation and Regulatory Affairs. He joined Parke-Davis in 1993, becoming Senior Vice President of Worldwide Clinical Research and Development. In this capacity he led the clinical development programs for a number of key products, including Lipitor® and Neurontin®. Dr. Zerbe received his M.D. from the Indiana University School of Medicine, and has completed post-doctoral work in internal medicine, endocrinology and neuroendocrinology at Indiana University and the National Institutes of Health. He also serves on the board of directors of Metabolic Solutions Development Company and Cirius Therapeutics, both private companies focusing on metabolic diseases. The Board of Directors believes Dr. Zerbe's qualifications to sit on our Board of Directors include his management positions at major pharmaceutical companies and 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 20 years of executive management and corporate development experience in the biopharmaceutical industry, including nearly a decade

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with Eli Lilly and Company. During his career, he has held a variety of executive positions of increasing responsibility in product development, pharmaceutical operations, sales and marketing, and corporate development. He has extensive experience in the acquisition, development and commercialization of products across a variety of therapeutic areas. During his tenure at Eli Lilly, he held positions as Director of Strategy and Business Development for Eli Lilly's Diabetes Product Group and also served as a founding Managing Director of Lilly Ventures. 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 President and Chief Executive Officer of RenovaCare, Inc., a publicly-held biotechnology company, since November 2019. Prior to RenovaCare, from September 2012 to November 2019, Mr. Rubino served as Chief Executive Officer and President of Emisphere Technologies, Inc., a publicly-held company. Prior to joining Emisphere, Mr. Rubino served as Chief Executive Officer and President of New American Therapeutics, Inc., a specialty pharmaceutical company, from October 2010 to August 2012, where he led the acquisition of penciclovir from Novartis AG. From February 2008 to September 2010, Mr. Rubino served as the Chief Executive Officer and President of Akrimax Pharmaceuticals, LLC, an integrated specialty pharmaceutical company. Prior to this, he served as President and Chief Operating Officer of Pharmos Corporation, a biopharmaceutical company. Mr. Rubino has continued to expand upon a highly successful and distinguished career that included Hoffmann-La Roche, Inc., a research-focused healthcare company, from 1977 to 2001, where he was a member of the U.S. Executive and Operating Committees and an executive officer. During his Hoffman-La Roche tenure, he held a series of key executive positions in marketing, sales, business operations, supply chain and human resource management. In addition, he was assigned to various executive committee roles in the areas of marketing, project management, and globalization of Roche Holdings. Mr. Rubino also held senior executive positions at PDI, Inc., a sales and marketing support company, and Cardinal Health, a company focused on improving the cost-effectiveness of health care, from 2001 to 2003. He received a Bachelor of Arts degree in economics from Rutgers University with a minor in biology/chemistry and also completed post-graduate educational programs at the University of Lausanne and Harvard Business School. Additionally, he serves on the Board of Advisors of Rutgers University School of Business and the Lerner Center for Pharmaceutical Studies. Mr. Rubino has also served as a member of the board of directors of SANUWAVE Health, Inc. since 2014, and since May 2010 of Genisphere, Inc., a private company that provides a nanotechnology platform for targeted drug delivery, a method of delivering medication to a patient that increases the concentration of the medication in targeted parts of the body. The Board of Directors believes Mr. Rubino's qualifications to sit on our Board of Directors include his leadership roles in the life sciences industry in a wide range of positions, including positions focused on sales and marketing and Securities and Exchange Commission matters.

Heidi Hagen, a director since August 2013, has been a biotechnology and pharmaceutical operations and technology consultant with HH Consulting LLC since October 2012. Since October 2015, Ms. Hagen has served as Chief Strategy Officer for Vineti, Inc., a privately-held company that develops and sells cloud-based software platforms for ordering, manufacturing and delivering personalized medicines. Previously, Ms. Hagen served as interim Chief Commercial Officer at ZappRx, Inc. from January 2015 to June 2015. Prior to that, Ms. Hagen served as Global Chief Operating Officer at Sotio LLC, a biotechnology company developing new therapies for the treatment of cancer and autoimmune diseases using its immunotherapy platform and proprietary cell-based technologies, from March 2013 to April 2014. Prior to joining Sotio, Ms. Hagen was Senior Vice President of Operations at Dendreon Corporation from 2002 to 2012, where she was responsible for, among other duties,

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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. Since June 2019, Ms. Hagen has also served as a member of the boards of directors of Ziopharm Corporation, a publicly-held company focused on developing the next generation of immuno-oncology gene and cell therapies, and Lykan Biosciences, a privately-held company focused on cell and gene manufacturing. Ms. Hagen earned a B.S. in cell and molecular biology, M.S. in bioengineering, and MBA at the University of Washington. The Board of Directors believes Ms. Hagen's qualifications to sit on our Board of Directors include her leadership roles in the biotechnology industry in a wide range of positions.

Steven C. Gilman, Ph.D., a director since January 2015, served as the Chairman of the board of directors and Chief Executive Officer of ContraFect Corporation until his retirement in April 2019. He previously served as the Executive Vice President, Research & Development and Chief Scientific Officer at Cubist Pharmaceuticals from September 2010 until its acquisition by Merck & Co., in January 2015. Prior to joining Cubist, Dr. Gilman served as Chairman of the board of directors and Chief Executive Officer of ActivBiotics, Inc., a privately-held biopharmaceutical company, from March 2004 to October 2007. Previously, Dr. Gilman worked at Millennium Pharmaceuticals, Inc., where he held a number of senior leadership roles, including Vice President and General Manager, Inflammation. Prior to Millennium, he was Group Director at Pfizer Global Research and Development and has also held scientific, business, and academic appointments at Wyeth Pharmaceuticals, Inc., Cytogen Corporation, Temple Medical School, and Connecticut College. Dr. Gilman currently serves on the boards of directors of ContraFect Corporation, SCYNEXIS, Inc. and Akebia Therapeutics, Inc. and on the board of directors and compensation committee of Momenta Pharmaceuticals, Inc. Dr. Gilman has previously served on the boards of directors of the Massachusetts Biotechnology Association and Keryx Biopharmaceuticals, Inc., prior to its merger with Akebia Therapeutics. Dr. Gilman has also held advisory roles on the Penn State University biotechnology board and the Northeastern University drug discovery board. Dr. Gilman received his B.A. in microbiology from Miami University of Ohio and a Ph.D. and M.S. degree in microbiology from Pennsylvania State University. Dr. Gilman performed his post-doctoral training at Scripps Clinic and Research Foundation. The Board of Directors believes Dr. Gilman's qualifications to 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 of Acceleron Pharma Inc. since 2010. Previously he served as Senior Vice President and Chief Financial Officer of Qteros, Inc., a cellulosic biofuels company from 2009 to 2010. From 2007 through 2009, he served as the Chief Operating Officer and a director of Aptius Education, Inc., a publishing services company, which he co-founded in 2007. From 1996 through 2007, Mr. McLaughlin held several executive positions with PRAECIS Pharmaceuticals, Inc. He joined PRAECIS as their first Chief Financial Officer. Later, Mr. McLaughlin became Chief Operating Officer, and then President and Chief Executive Officer, and he served as a member of the board of directors. He began his career in senior financial roles at Prime Computer and Computervision Corporation. Mr. McLaughlin is also a member of the board of directors and Chairman of the audit committee of Stealth Biotherapeutics Corp. 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 K. Wotton,Ph.D., a director since January 2015, currently serves on the board of directors and is the Chief Executive Officer of Obsidian Therapeutics, Inc, a position he has held since April 2019. Previously, he was the founding President and Chief Executive Officer of Sigilon Therapeutics, Inc., a privately-held cell therapeutics company started in May 2016. Prior to that, he served as the President

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and Chief Executive Officer and as a member of the board of directors of Ocata Therapeutics, Inc. from July 2014, until its acquisition by Astellas Pharma US, Inc. in February 2016, where he also served as the Co-Chairman of the Integration Management Office from February 2016 until May 2016. Prior to Ocata, Dr. Wotton served as President and Chief Executive Officer and as a member of the board of directors of Antares Pharma, Inc. from October 2008 to June 2014. Prior to joining Antares, Dr. Wotton was the Chief Executive Officer of Topigen Pharmaceuticals. Prior to Topigen, he was the Global Head of Business Development of SkyePharma PLC. Earlier in his career, Dr. Wotton held senior level positions at Eurand International BV, Penwest Pharmaceuticals, Abbott Laboratories and Merck, Sharp and Dohme. Dr. Wotton serves as Chairman of the board of directors of Cynata Therapeutics Limited and, previously, was a member of the board of directors and Chairman of the compensation committee of Veloxis Pharmaceuticals A/S, until its acquisition by Asahi Kasei in January 2020. Dr. Wotton is also past Chairman of the Emerging Companies Advisory Board of BIOTEC Canada. In 2014, Dr. Wotton was named Ernst & Young Entrepreneur of the Year for Life Sciences, New Jersey. Dr. Wotton received his Bachelor's in Pharmacy, with honors, from University College London, his Ph.D. in pharmaceutical sciences from the University of Nottingham and his MBA from Kingston Business School. The Board of Directors believes Dr. Wotton's qualifications to sit on our Board of Directors include his leadership roles in the life sciences industry in a wide range of positions.

Vote Required and Board of Directors' Recommendation

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

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

The BoardBoard’s Skills and Experience

Selection of Directors recommends that shareholders voteFOR

The Company regularly examines the election of each nominee named in the above table.

Board Meetingsexperience and Committees

During the fiscal year ended December 31, 2019, the Board of Directors held six (6) meetings. Each director serving on the Board of Directors in such fiscal year attended at least 75% 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

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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, 2019. During the fiscal year ended December 31, 2019, the Audit Committee held five (5) meetings. All membersexpertise of our Audit Committee are independent (as independence is defined in Rule 5605(a)(2)Board as a whole to ensure alignment between the Board’s abilities and as required under Rule 5605(c)(2) of the NASDAQ listing standards). Since March 2015, Mr. McLaughlin has been designated as an audit committee financial expert as defined in the rules of the SEC. The Audit Committee acts pursuant to a written charter, a current copy of which is available on the Investor Relations page of our website,www.vcel.com,strategic priorities 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."

Compensation Committee

Under the terms of its current Charter, the Compensation Committee's responsibilities include, in part, 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 pools of grants therefor, and reviewing and proposinglong-range plan. We seek directors who will bring to the Board a deep and wide range of Directors changesexperiences in director compensation. In carrying out these responsibilities, the Compensation Committee reviews all componentsbusiness world and diverse problem-solving talents. The Company believes that the Board should represent an appropriate and relevant mix of executive officer compensation for consistencyskills, industry experience, backgrounds, ages and diversity (inclusive of race, gender and ethnicity). Typically, directors will be individuals who have demonstrated high achievement in business or another field, enabling them to provide strategic support and guidance to the Company. Particular areas of expertise include corporate strategy and development, commercial sales and marketing, commercial operations and execution, research and development, technical operations, familiarity with the Compensation Committee's compensation philosophymanufacturing biotechnology and strategy as well as relevant compensation guidelines. In addition, the Compensation Committee is responsible for retaining and approving the compensation of any compensation advisers and evaluating the independence of any such compensation advisers. The Compensation Committee may delegate duties or responsibilities to subcommittees or to one membermedical device products, knowledge of the Compensation Committee. Mr. Rubino (Chair), Ms. Hagenlegal and Dr. Gilman were members of the Compensation Committee during the fiscal year ended December 31, 2019. During the fiscal year ended December 31, 2019, the Compensation Committee held six (6) 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 of our website,www.vcel.com, and by following the Corporate Governance link.

Governance and Nominating Committee

Under the terms of its current Charter, the Governance and Nominating Committee's (the "Governance Committee") responsibilities include assisting Vericel's Board of Directors in fulfilling its responsibilities by reviewing and reporting to the Board of Directors on (i) corporate governance compliance mechanisms, (ii) corporate governance roles amongst management and directors, and (iii) establishing a process for identifying and evaluating nominees for the Board of Directors. The Governance Committee 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. The Governance Committee may delegate duties or responsibilities to subcommittees or to one member of the Governance Committee. Ms. Hagen (Chair), Dr. Zerbe and Dr. Wotton were members of the Governance Committee during the fiscal year ended December 31, 2019. During the fiscal year ended December 31, 2019, the Governance Committee held four (4) meetings. All members of the Governance Committee are independent (as independence is defined in Rule 5605(a)(2) of the NASDAQ listing standards). The Governance Committee acts pursuant to a written charter, a current copy of which is available on the Investor Relations page of our website,www.vcel.com, and by following the Corporate Governance link.

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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 expertise and experience of its directors;

•

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

•

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

•

experience concerning the policies and procedures of public and private payers in the medical technology and biopharmaceutical space;

•

space, corporate finance, financial and/or accounting expertise, organizational leadership, development and management, public company management and disclosure, and corporate risk assessment and prior experience with accounting rulesin the medical technology, biopharmaceutical and practices;

•

experience with regulatorycomplex biologics industries.

2023 Proxy Statement	17

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Corporate Governance

All of our director nominees exhibit high integrity, sound business judgment, innovative thinking, collegiality and SECa knowledge of corporate governance requirements applicable to public companies;

•

and practices. As a group, our director nominees bring a balance of relevant skills and experience with regulatory requirements applicable to our industry;

•

appreciationboardroom, including those listed below:

	Robert Zerbe, M.D.	Dominick Colangelo	Heidi Hagen	Alan Rubino	Kevin McLaughlin	Steven Gilman, Ph.D.	Paul Wotton, Ph.D.	Lisa Wright
Prior BOD Experience
Industry Experience
Medical Technologies
BioPharma
Complex Biologics
Payer
Healthcare Operations
Functional Expertise
CEO/GM
Finance
Chief Operating Officer
Marketing/Sales
Research and Development
Technical Operations
Business Development
Geography
North America
Asia/Middle East
Europe
Demographics
Age	72	59	54	68	66	70	62	48
Tenure	2006	2013	2013	2005	2015	2015	2015	2021
Male/Female	M	M	F	M	M	M	M	F
Race/Ethnicity
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
LGBTQ+

Directors who are Military Veterans: 0

Directors with Disabilities: 0

Directors who Identify as Middle Eastern: 0

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Corporate Governance

Director Nominees for Election at the 2023 Annual Meeting of Shareholders

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

Age: 72 Director Since: 2006 Other Current Public Company Directorships: None Vericel Board committee(s): Audit Committee		Robert Zerbe, M.D. Independent  Chairman of the Board Retired Chief Executive Officer, QUATRx Pharmaceuticals Company
		PROFESSIONAL HIGHLIGHTS Robert Zerbe, M.D. has served as a director of Vericel since January 2006 and as the Chairman of our Board of Directors since October 2012. Until July 2016, Dr. Zerbe served as the Chief Executive Officer of QUATRx Pharmaceuticals Company, a venture-backed drug development company, which he co-founded in 2000. Prior to his role at QUATRx, Dr. Zerbe held several senior executive management positions with major pharmaceutical companies, including Eli Lilly and Company (from 1982 to 1993) and Pfizer (formerly Parke-Davis) (from 1993 to 2000). During his tenure at Eli Lilly, Dr. Zerbe’s clinical research and development positions included Managing Director, Lilly Research Center U.K., and Vice President of Clinical Investigation and Regulatory Affairs. He joined Parke-Davis in 1993, becoming Senior Vice President of Worldwide Clinical Research and Development. In that capacity, he led the clinical development programs for a number of key products, including Lipitor and Neurontin. OTHER LEADERSHIP POSITIONS AND EXPERIENCES Dr. Zerbe also serves on the board of directors of Metabolic Solutions Development Company and Cirius Therapeutics, both private companies focused on metabolic diseases. QUALIFICATIONS OF PARTICULAR RELEVANCE TO VERICEL Dr. Zerbe received his M.D. from Indiana University School of Medicine, and has completed post-doctoral work in internal medicine, endocrinology and neuroendocrinology at Indiana University and the National Institutes of Health. The Board of Directors believes Dr. Zerbe’s qualifications to serve on our Board include his senior management positions at major pharmaceutical companies and his clinical development experience.

Age: 59 Director Since: 2013 Other Current Public Company Directorships: Trevi Therapeutics, Inc. Vericel Board committee(s): None		Dominick Colangelo President and Chief Executive Officer, Vericel
		PROFESSIONAL HIGHLIGHTS Dominick Colangelo has served as a director and as Vericel’s President and Chief Executive Officer since March 2013. Mr. Colangelo has more than 20 years of executive management and corporate development experience in the biopharmaceutical industry, including nearly a decade with Eli Lilly and Company. During his career, he has held a variety of executive positions of increasing responsibility in product development, pharmaceutical operations, sales and marketing, and corporate development. He has extensive experience in the acquisition, development and commercialization of products across a variety of therapeutic areas. During his tenure at Eli Lilly, Mr. Colangelo held positions as Director of Strategy and Business Development for Eli Lilly’s Diabetes Product Group and also served as a founding Managing Director of Lilly Ventures. OTHER LEADERSHIP POSITIONS AND EXPERIENCES Mr. Colangelo also serves on the board of directors of Trevi Therapeutics, Inc., a publicly-traded clinical-stage biopharmaceutical company focused on the development and commercialization of treatments for chronic cough conditions. Mr. Colangelo is a member of both the Audit and Compensation Committees of the Trevi Therapeutics board. QUALIFICATIONS OF PARTICULAR RELEVANCE TO VERICEL Mr. Colangelo received his B.S.B.A. in Accounting, Magna Cum Laude, from the State University of New York at Buffalo and a J.D. degree, with honors, from the Duke University School of Law. The Board of Directors believes Mr. Colangelo’s qualifications to serve on our Board include his significant contributions within the biopharmaceutical industry, as well as the experiences developed through his legal and accounting backgrounds.

2023 Proxy Statement	19

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Corporate Governance

Age: 54 Director Since: 2013 Other Current Public Company Directorships: None Vericel Board committee(s): Compensation and Governance and Nominating (Chair) Committees		Heidi Hagen	Independent
		Chief Technical Officer, Sonoma Biotherapeutics
		PROFESSIONAL HIGHLIGHTS Heidi Hagen has beena member of the Vericel Board of Directors since 2013. She has extensive experience in operations management and commercializing innovative technologies, including more than 20 years in the cell and gene therapy industries. Currently, Ms. Hagen serves as Chief Technical Officer of Sonoma Biotherapeutics, a privately-held company leading the development of adoptive TREG cell therapies for autoimmune and inflammatory diseases. From 2019 to 2021, she sat on the board of directors of Ziopharm Oncology, Inc., a publicly-traded company developing immune-oncology gene and cell therapies. She also served as Ziopharm’s interim CEO during 2021. Ms. Hagen is also co-founder and former Chief Strategy Officer of Vineti, Inc., a software platform company for cell and gene therapy supply chain management. Formerly, 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, and as SVP of Operations for Dendreon Corporation. She began her career at Immunex Corporation where she held positions in drug development, supply chain and operations. OTHER LEADERSHIP POSITIONS AND EXPERIENCES Ms. Hagen currently serves on the board of directors of Obsidian Therapeutics, Inc., a privately-held organization focused on treating cancer through cell and gene therapies, and previously served as a board member of Lykan Biosciences, a private company focused on cell and gene manufacturing. QUALIFICATIONS OF PARTICULAR RELEVANCE TO VERICEL Ms. Hagen earned a B.S. in cell and molecular biology, M.S. in bioengineering, and M.B.A. at the University of Washington. The Board of Directors believes Ms. Hagen’s qualifications to serve on our Board include her leadership roles in the biotechnology industry in a wide range of positions, as well as her significant expertise in manufacturing, quality and other technical operations in the biotechnology and pharmaceutical space.

Age: 68 Director Since: 2005 Other Current Public Company Directorships: None Vericel Board committee(s): Audit and Compensation (Chair) Committees		Alan Rubino	Independent
		Former Chief Executive Officer, Emisphere Technologies, Inc.
		PROFESSIONAL HIGHLIGHTS A Vericel Board member since 2005, Alan Rubino possesses a wealth of experience spanning nearly 40 years across a multitude of disciplines within the biotechnology and pharmaceutical industries. He recently served for seven years as CEO of Emisphere Technologies, Inc., a successful publicly-held drug delivery company, which was acquired by Novo Nordisk for $1.8B. He also was President and CEO of RenovaCare, a publicly-held biotechnology company, as well as CEO and co-founder of New American Therapeutics, Inc., which acquired Denavir from Novartis. New American was subsequently sold to Renaissance Pharma, LLC for a 49% IRR to investors. Prior to that, he was CEO and a co-founder of Akrimax Pharmaceuticals, LLC, where he in-licensed Tirosint from IBSA Institut Biochimique SA for the U.S. market. Mr. Rubino also spent 24 years with Roche where he served as a member of the executive committee for ten years and presided over 30 product launches and brand marketing execution plans and had leading roles in the acquisitions of Syntex Labs and Boehringer-Mannheim. Throughout his career, Mr. Rubino has provided enterprise-wide leadership over corporate, marketing, sales, business operations, supply chain and human resource management functions. OTHER LEADERSHIP POSITIONS AND EXPERIENCES Mr. Rubino has previously served on the boards of directors of numerous public and privately-held organizations, including SANUWAVE Health, Inc. and Genisphere, Inc., a privately-held company that provides a nanotechnology platform for targeted drug delivery. Since 2021, Mr. Rubino has served as the chairman of the board of directors of AMO Pharma Limited, a privately-held UK-based company developing therapies for rare genetic disorders including congenital myotonic dystrophy. QUALIFICATIONS OF PARTICULAR RELEVANCE TO VERICEL Mr. Rubino received a B.A. degree in economics from Rutgers University with a minor in biology/ chemistry and also completed post-graduate educational programs at the University of Lausanne and Harvard Business School. The Board of Directors believes Mr. Rubino’s qualifications to serve on our Board include his financial acumen as well as his leadership roles in the life sciences industry in a wide range of positions, including those focused on sales and marketing and SEC matters. Additionally, Mr. Rubino possesses significant expertise in human resources, compensation and business development matters.

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Corporate Governance

Age: 66 Director Since: 2015 Other Current Public Company Directorships: Decibel Therapeutics Vericel Board committee(s): Audit (Chair) Committee		Kevin McLaughlin	Independent
		Former Senior Vice President, Chief Financial Officer and Treasurer, Acceleron Pharma Inc.
		PROFESSIONAL HIGHLIGHTS Kevin McLaughlin has served as a Vericel Board member and the chair of its Audit Committee since 2015. Mr. McLaughlin has more than 40 years of financial and operating management experience spanning the biotech, high-tech and education industries. From 2010 to 2021, he served as Senior Vice President, Chief Financial Officer and Treasurer of Acceleron Pharma until its acquisition by Merck & Co., Inc. in December 2021. Prior to Acceleron, Mr. McLaughlin was SVP and CFO of Qteros, Inc., a cellulosic biofuels company, and co-founder, Chief Operating Officer and a director of Aptius Education, Inc., a publishing company. Prior to that, Mr. McLaughlin held several executive positions with PRAECIS Pharmaceuticals. He joined the company as their first CFO, later becoming Chief Operating Officer, and then President and Chief Executive Officer, and a member of the board of directors. He remained in this capacity until the sale of the company to GSK plc (formerly GlaxoSmithKline). He began his career in senior financial roles at Prime Computer and Computervision Corporation. OTHER LEADERSHIP POSITIONS AND EXPERIENCES Mr. McLaughlin is a member of the board of directors of Decibel Therapeutics, a clinical-stage and public biotechnology company dedicated to discovering treatments to restore and improve hearing and balance. He is also a member of the board of directors of Combined Therapeutics, Inc., a privately-held company focused on the development of mRNA treatments. QUALIFICATIONS OF PARTICULAR RELEVANCE TO VERICEL Mr. McLaughlin received a B.S. in business from Northeastern University and an M.B.A. from Babson College. The Board of Directors believes Mr. McLaughlin’s qualifications to serve on our Board include his leadership roles in the biopharmaceutical industry in a wide range of positions and his expertise handling financial and accounting matters.

Age: 70 Director Since: 2015 Other Current Public Company Directorships: ●  ContraFect Corporation ●  SCYNEXIS, Inc. ●  Akebia Therapeutics, Inc. Vericel Board committee(s): Compensation Committee		Steven Gilman, Ph.D.	Independent
		Retired Chairman and Chief Executive Officer, ContraFect Corporation
		PROFESSIONAL HIGHLIGHTS Steven Gilman, Ph.D., a director since January 2015, served as the Chairman of the board of directors and Chief Executive Officer of ContraFect Corporation until his retirement in April 2019. He previously served as the Executive Vice President, Research & Development and Chief Scientific Officer at Cubist Pharmaceuticals from September 2010 until its acquisition by Merck & Co. in January 2015. Prior to joining Cubist, Dr. Gilman served as Chairman of the board of directors and Chief Executive Officer of ActivBiotics, Inc., a privately-held biopharmaceutical company, from March 2004 to October 2007. Previously, Dr. Gilman worked at Millennium Pharmaceuticals, Inc., where he held a number of senior leadership roles, including Vice President and General Manager, Inflammation. Prior to Millennium, he was Group Director at Pfizer Global Research and Development and has also held scientific, business, and academic appointments at Wyeth Pharmaceuticals, Inc., Cytogen Corporation, Temple Medical School, and Connecticut College. OTHER LEADERSHIP POSITIONS AND EXPERIENCES Dr. Gilman currently serves on the boards of directors of ContraFect Corporation, SCYNEXIS, Inc. and Akebia Therapeutics, Inc., and previously served on the board of directors of Momenta Pharmaceuticals, Inc. Dr. Gilman has also served on the board of directors of the Massachusetts Biotechnology Association and held advisory roles on the Penn State University biotechnology board and the Northeastern University drug discovery board. QUALIFICATIONS OF PARTICULAR RELEVANCE TO VERICEL Dr. Gilman received his B.A. in microbiology from Miami University of Ohio and Ph.D. and M.S. degrees in microbiology from Pennsylvania State University. Dr. Gilman performed his post-doctoral training at Scripps Clinic and Research Foundation. The Board of Directors believes Dr. Gilman’s qualifications to serve on our Board include his leadership roles in the biopharmaceutical industry in a wide range of positions.

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Corporate Governance

Age: 62 Director Since: 2015 Other Current Public Company Directorships: Cynata Therapeutics Limited Vericel Board committee(s): Governance and Nominating Committee		Paul Wotton, Ph.D.	Independent
		Former President and Chief Executive Officer, Obsidian Therapeutics, Inc.
		PROFESSIONAL HIGHLIGHTS Paul K. Wotton, Ph.D., has served as a Vericel Board member and as a member of the Board’s Governance and Nominating Committee since 2015. Mr. Wotton is the former President and Chief Executive Officer and a board member of Obsidian Therapeutics, Inc., a position he held from 2019 until 2022. Previously, he was the founding President and Chief Executive Officer of Sigilon Therapeutics, Inc., a cell therapeutics company started in May 2016. Prior to that, he served as the President and Chief Executive Officer and as a member of the board of directors of Ocata Therapeutics, Inc. from July 2014 until its acquisition by Astellas Pharma US, Inc. in February 2016, where he also served as the Co-Chairman of the Integration Management Office from February 2016 until May 2016. Prior to Ocata, Dr. Wotton served as President and Chief Executive Officer and as a member of the board of directors of Antares Pharma, Inc. from October 2008 to June 2014. Prior to joining Antares, Dr. Wotton was the Chief Executive Officer of Topigen Pharmaceuticals. Prior to Topigen, he was the Global Head of Business Development of SkyePharma PLC. Earlier in his career, Dr. Wotton held senior level positions at Eurand International BV, Penwest Pharmaceuticals, Abbott Laboratories and Merck, Sharp and Dohme. OTHER LEADERSHIP POSITIONS AND EXPERIENCES Dr. Wotton serves as a member of the board of directors of Cynata Therapeutics Limited. He also serves as the Chair of the board of directors of Kytopen, a privately-held biotechnology company focused on developing cellular and genome engineering platforms. Previously, Dr. Wotton was a member of the board of directors and Chairman of the compensation committee of Veloxis Pharmaceuticals A/S, until its acquisition by Asahi Kasei in January 2020. Dr. Wotton is also past Chairman of the Emerging Companies Advisory Board of BIOTEC Canada and was named Ernst & Young Entrepreneur of the Year for Life Sciences, New Jersey, in 2014. QUALIFICATIONS OF PARTICULAR RELEVANCE TO VERICEL Dr. Wotton received his Bachelor’s in Pharmacy, with honors, from University College London, his Ph.D. in pharmaceutical sciences from the University of Nottingham and his M.B.A. from Kingston Business School. The Board of Directors believes Dr. Wotton’s qualifications to serve on our Board of Directors include his leadership roles in the life sciences industry in a wide range of positions.

Age: 48 Director Since: 2021 Other Current Public Company Directorships: None Vericel Board committee(s): Governance and Nominating Committee		Lisa Wright	Independent
		President and Chief Executive Officer, Community Health Choice, Inc.
		PROFESSIONAL HIGHLIGHTS A member of the Vericel Board of Directors since 2021, Lisa Wright is President and Chief Executive Officer of Community Health Choice, Inc., a position she has held since May 2020. Community Health Choice is a local, non-profit, Managed Care Organization (MCO), offering Children’s Medicaid (STAR), CHIP (Children’s Health Insurance Plan) and DSNP (Dual Special Needs Plan), and is a participant in the Health Insurance Marketplace. Ms. Wright oversees all aspects of the company located in Houston, Texas. Before joining Community Health Choice, Ms. Wright served as North Regional Medicare President for WellCare Health Plans from 2018 to 2020, where she was responsible for directing and leading the execution of business strategies for a billion dollar-plus region that included New York, New Jersey, Connecticut, Maine, Kentucky, North Carolina, and New Hampshire. Prior to WellCare, Ms. Wright held several positions at UnitedHealthcare between 2014 and 2018, including President of the Dual Special Needs Plan, Medicare-Medicaid Plan and Nursing Facilities lines of business in Texas. In that capacity, she was responsible for the strategic direction that led to double-digit growth in revenue, risk-adjustment optimization and overall operational excellence. Ms. Wright began her career in a variety of roles of increasing responsibility at Anthem. OTHER LEADERSHIP POSITIONS AND EXPERIENCES Ms. Wright currently serves on the boards of directors of several non-profit organizations in Houston. QUALIFICATIONS OF PARTICULAR RELEVANCE TO VERICEL Ms. Wright received a B.A. in Communication from the University of Kentucky and a M.B.A. from the University of Maryland. The Board of Directors believes Ms. Wright’s qualifications to serve on our Board include her strong strategic, operational and financial performance across a number of leading healthcare organizations as well as her deep expertise in the payer and provider aspects of the healthcare system.

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Corporate Governance

Identifying and Evaluating Candidates for Director

The Governance and Nominating Committee evaluates and recommends to the Board of Directors the nominees for each election of directors. Both the Governance and Nominating Committee and the Board use a variety of methods for identifying and evaluating such nominees, and the Governance and Nominating Committee, in consultation with the Chairman and other Board members, regularly assesses the composition of the relationshipBoard and each committee to evaluate their effectiveness and whether or not changes should be considered. The full Board annually determines the diversity of our businessspecific skills and characteristics that could improve the overall quality and ability of the Board to carry out its oversight of the changing needs of society;

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the balance between the benefit of continuityCompany and the desire for a fresh perspective provided by new members; and

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the nominee's race, gender and ethnicity.

The Governance Committee'sand Nominating Committee’s goal is to assemble a Board of Directors that brings to Vericel a variety of perspectives and skills derived from high quality business and professional experience.experience, while considering the appropriate size of both the Board and its committees. In doing so, the Governance and Nominating Committee also considers candidates with appropriate non-business backgrounds. In general, the Governance and Nominating Committee seeks director nominees with the talents and backgrounds that provide the Board of Directors with an appropriate mix of knowledge, skills and experience for the needs of Vericel'sVericel’s business. The Governance Committee also actively seeks out highly-qualified diverse candidates (including female and minority candidates) to include in the pool from which director nominees are chosen. The Governance Committee and the Board of Directors discuss the composition of directors on the Board of Directors, including diversity of background and experience, as part of the annual Board of Directors evaluation process.

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

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

The Governance and Nominating Committee recognizes that under applicable regulatory requirements at least one member of the Board of Directors must, and believes that it is preferable that, more than one member of the Board of Directors should, meet the criteria for an "audit“audit committee financial expert"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"“independent director” under the NASDAQNasdaq listing standards or the listing standards of any other applicable self-regulatory organization

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

The Governance and Nominating Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board 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 and Nominating Committee identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Governance and Nominating Committee and the Board of Directors will beare polled for suggestions as to individuals meeting the criteria of the Governance and Nominating Committee. Research may also be performed to identify qualified individuals. If the Governance and Nominating Committee believes that the Board of Directors requires additional candidates for nomination, the Governance and Nominating Committee may explore alternative sources for identifying additional candidates. This may include engaging, as appropriate, a third-party search firm to assist in identifying qualified candidates. If the

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Corporate Governance Committee engages any such search firm, the Governance Committee will request that the search firm actively seek out highly-qualified female and minority candidates, as well as individuals with diverse backgrounds, skills and experiences, to include in the pool of potential candidates presented to the Governance Committee.

Shareholder Recommendations

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

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

The Governance and that the stock has been held for at least one year prior to the date of the submission and that the shareholder will continue to hold the shares through the date of the Annual Meeting of Shareholders;

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

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

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the candidate's resume.

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

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

Board’s Role and Responsibilities

Board of Directors Leadership Structure

The Board of Directors' general policy is that the position of ChairmanOverall Role of the Board of Directors may be held

The Board is elected by the CEO, but that ifshareholders to oversee their interests in the long-term success of the Company. The Board serves as the ultimate decision-making body of the Company, except for those positionsmatters reserved to or shared with the shareholders. The core responsibility of a director is to fulfill his or her duties of care and loyalty and to otherwise exercise sound business judgment in the best interests of Vericel and its shareholders. The Board oversees the proper safeguarding of the Company’s assets, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations and proper governance. The Board selects the Chief Executive Officer (or “CEO”) and oversees the members of senior management, who are heldcharged by the same individual or ifBoard with conducting the Chairman is otherwise not independent,business of the Company.

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Corporate Governance

Key Responsibilities of the Board

Oversight of Corporate Strategy

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

Board’s Role in the Oversight of Directors shall appoint an independent Lead Director. The CEO shall preside at all meetingsRisk Management

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

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Corporate Governance

The committees of the Board of Directors at which he or sheexecute their oversight responsibility for risk management as follows:

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Corporate Governance

Oversight of Environmental, Social and Governance Matters

Our Governance and Nominating Committee periodically reviews and oversees management of Vericel’s strategy, initiatives, risks, opportunities and related reporting with respect to significant ESG matters. In that connection, the Governance and Nominating Committee oversees corporate ESG matters as they pertain to the Company’s business and long-term strategy and identifies emerging trends and issues that may affect our operations, performance and external stakeholder relationships. Importantly, the Governance and Nominating Committee periodically receives updates on the Company’s ongoing and future ESG programs, products and disclosures, the Company’s progress and performance against ESG goals and the day-to-dayCompany’s corporate social responsibility and diversity and inclusion programs and activities.

Human Capital Management

The Board is actively engaged in overseeing the Company’s people and culture strategy. Our Board believes that human capital management and succession planning, including DE&I initiatives, are vital to Vericel’s continued success. Our Board’s involvement in leadership development and performancesuccession planning is ongoing, and the Board provides input on important decisions in each of Vericel, whilethese areas. Our Board, with leadership from our Chairman, has primary responsibility for succession planning for the ChairmanChief Executive Officer and talent retention and development programs for members of senior management. Our Compensation Committee performs an annual formal evaluation of the Board of Directors provides guidance toChief Executive Officer in consultation with the CEOGovernance 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 leadershipNominating Committee, recommends to the Board an emergency succession plan that covers such matters as the unexpected departure, disability or death of Directors and work withthe CEO or other key members of senior management.

During 2022, the Board again approved a specific ESG-related corporate goal for management, which included the creation and publication of Directorsthe Company’s inaugural ESG Report. This past year, our ESG goals also focused on the continuation of robust DE&I awareness and education programs for management and employees, and on enhancing DE&I initiatives at all levels of the organization through the work of our Company-level Diversity and Inclusion Advisory Committee, which has a direct line of communication to defineour Executive Leadership Team. The Company executed on the Board’s direction during the past year, achieving all of its structureESG-related initiatives.

Management Succession Planning

At least annually, the Governance and activitiesNominating Committee meets with our CEO to discuss succession planning for the executive management team. The Governance and Nominating Committee also considers the procedure for timely and efficient transfer of CEO responsibilities 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 leadershipevent of an independent Chairmanemergency or the sudden incapacity, death, resignation or retirement of Mr. Colangelo, or the Boardoccurrence of Directors.any other event that would have a material impact on Mr. Colangelo’s ability to fulfill his job duties.

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 of our website,www.vcel.com, and by following the Corporate Governance link.

Director Attendance at Annual Meetings

The Board of Directors has adopted a Board Member Attendance at Annual Meetings Policy. This policy is available on the Investor Relations page of our website,www.vcel.com, and by following the Corporate Governance link. All of the directors then in office attended our Annual Meeting of Shareholders held in May 2019.

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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 documents are available on the Investor Relations page of our website,www.vcel.com, and by following the Corporate Governance link. www.vcel.com. We will also make information related to any amendments to, or waivers from, these Codes of Ethics available on the website as required by law.

Board Structure

Board Leadership Structure

The Board of Directors Memberdoes not have a formal policy on whether the positions of CEO and Chairperson of the Board should be separate or united, but rather will make that determination from time to time in its judgment. The Chairperson of the Board is currently an independent director, but if the Chairperson of the Board is not independent, the Board will appoint an independent lead director. The Chairperson of the Board shall preside at all meetings of the Board and the shareholders, and shall perform such other duties, and exercise such powers, as prescribed by the Bylaws or by the Board from time to time. If the Chairperson of the Board is not independent and a lead director has been appointed, he or she shall preside at executive sessions of the independent directors and will bear such further responsibilities as the Board may designate from time to time. Currently, Dr. Zerbe serves as the Board’s independent Chairman.

The independent members of the Board of Directors have periodically reviewed this leadership structure and believe it is appropriate for Vericel at the current time. The CEO is responsible for setting the strategic direction for Vericel, as well as the day-to-day leadership and performance of the Company, while the Chairman of the Board of Directors provides guidance to the CEO and sets the agenda for, and presides over, meetings of the full Board of Directors. The CEO and Chairman of the Board of Directors provide leadership to the Board and work with it 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

Board Independence

The Board of Directors has affirmatively 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 NASDAQNasdaq and the SEC. Mr. Colangelo is not considered independent because of his current employment as the President and CEO of Vericel. There are no family relationships between any of our directors and any of our executive officers.

Executive Sessions

Applicable Nasdaq listing standards require that the independent directors meet from time-to-time in executive sessions. In fiscal year 2022, our independent directors met in regularly scheduled executive sessions with only independent directors present at each Board and committee meeting.

Committees of the Board

Audit Committee

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Risk Oversight
Board Practices, Policies and Processes

AssessingHistory of Commitment to Good Governance Practices

Board Meetings and managing risk isCommittees

During the responsibilityfiscal year ended December 31, 2022, the Board of Vericel's management. Directors held six (6) meetings. Each director serving on the Board of Directors during 2022 attended 100% of the meetings of the full Board and 100% of the meetings of the committees on which he or she served.

Director Attendance at Annual Meetings

The Board of Directors overseeshas adopted a Board Member Attendance at Annual Meetings Policy. This policy is available on the Investor Relations page of our website, www.vcel.com. All of the directors attended our 2022 annual meeting of shareholders, which was held in April 2022 and reviews certainconducted in a virtual, audio webcast format.

Shareholder Communications with Directors

Our relationship with our shareholders is an important part of our corporate governance program. Engaging with shareholders helps us to understand how they view the Company, set goals and expectations for our performance and identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our risk management efforts. operations. The Board of Directors has adopted a Shareholder Communications with Directors Policy to inform shareholders how they may pose questions or communicate their views to our Board of Directors. The Shareholder Communications with Directors Policy is available on the Investor Relations page of our website, www.vcel.com.

Director Continuing Education

The Board of Directors recognizes the importance of ensuring that its members are continuously updated on matters of importance to its oversight of the Company from both an internal and external perspective. The Governance and Nominating Committee maintains responsibility for determining issues and subject matter areas that require further education for Board members, whether because of external developments or changes in Company direction. During 2022, the Board of Directors received education from Vericel’s General Counsel and outside advisors in the areas of cybersecurity, sustainability, and ESG matters.

Certain Relationships and Related-Party Transactions

The Board of Directors is involvedcommitted to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related-party transactions can present a heightened risk oversight through direct decision-making authorityof potential or actual conflicts of interest. Accordingly, and as a general matter, it is Vericel’s preference to avoid related-party transactions.

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Corporate Governance

Our Audit Committee has primary responsibility for reviewing and approving in advance, or ratifying, all related-party transactions. In conformance with respectSEC regulations, we define related persons to significant mattersinclude our executive officers, our directors and nominees to become directors of our Company, any person who is known to us to be a beneficial owner of more than 5% of any class of our voting securities, any immediate family member of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed, is a general partner or in which such a person has a 5% or greater beneficial ownership interest.

We have several processes that we use to ensure that we identify and review all related-party transactions. First, each executive officer is required to notify either our General Counsel or Chief Financial Officer of any potential transaction that could create a conflict of interest, and the oversight of management byGeneral Counsel or Chief Financial Officer is required to notify 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, including clinical and product development strategies, financing strategies, business continuity, crisis preparedness and corporate reputational risks.

The committeesAudit Committee of the Boardpotential conflict. The directors, President and Chief Executive Officer, Chief Financial Officer and General Counsel are required to notify the Audit Committee of Directors executeany potential transaction that could create a conflict of interest. Second, each year, we require our directors and executive officers to complete directors’ and officers’ questionnaires identifying any transactions with us in which the executive officer or director or their oversight responsibility for risk management as follows:family members have an interest.

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The Audit Committee has responsibilityreviews related-party transactions due to the potential for overseeing Vericel's internal financial and accounting controls, work performed by Vericel's independent registered public accounting firm and internal audit team. As partsuch transactions to create a conflict of its oversight function, the Audit Committee regularly discussesinterest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, 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, the Compliance Officer or the Audit Committee. The Audit Committee also reviews transactions between Vericelinterests. Our Board and its officers, directors, affiliates of officers and directors or other related parties for conflicts of interest.

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

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The Governance Committee is responsible for overseeing risks related to the composition and structure of the Board of Directors, 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.

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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, 2020. PricewaterhouseCoopers LLP has acted in such capacity since its appointment in fiscal year 1996.

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 yearrelated-party transaction if it determinesis determined that such a change would betransaction is in the best interests of Vericel and its shareholders.

As partshareholders or is at least not inconsistent with those interests. This includes situations where the Company may obtain products or services of its duties,a nature, quantity or quality, or on other terms, that are not readily available from alternative sources or when the Audit Committee considered the provision of services, other than audit services,transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated party. There were no such reportable relationships or related party transactions during the fiscal year ended December 31, 2019 by PricewaterhouseCoopers LLP,2022.

Compensation of Directors

Our directors play a critical role in guiding our independent registered public accounting firm forstrategic direction and overseeing the management of Vericel. The many responsibilities and risks and the substantial time commitment of being a director require that period,we provide adequate compensation commensurate with our directors’ workload and opportunity costs. Our philosophy is to ensure they maintain their independence. The following table sets forth the aggregate fees accrued by Vericelprovide competitive compensation necessary to attract and retain high-quality non-employee directors and appropriately compensate them for the fiscaltime, expertise and effort required to serve as a director of a commercial stage, publicly-traded company that operates in a dynamic and highly-regulated industry. Non-employee directors receive a combination of annual cash retainers and stock option and RSU grants in amounts that correlate to their responsibilities and levels of Board participation, including service on Board committees. At least every three years, ended December 31, 2018 and 2019, respectively, for PricewaterhouseCoopers LLP:

The Audit Committee approves in advance the engagement and fees of the independent registered public accounting firmdirector compensation table reflects all compensation awarded to, earned by or paid to our non-employee directors 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, 2018 and 2019, respectively, were pre-approved by the Audit Committee.

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Representatives of PricewaterhouseCoopers LLP attended all except one of the meetings of the Audit Committee during the fiscal year ended December 31, 20182022.

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Corporate Governance

Additionally, non-employee directors held the following unvested RSUs and all except one of the meetings of the Audit Committee during the fiscal year ended December 31, 2019. 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 at which a quorum representing a majority of all outstanding shares of commonunexercised 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, 2020.

PROPOSAL 3

APPROVAL OF OUR
AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

              At the Annual Meeting, shareholders will be asked to approve Vericel's Amended and Restated 2019 Omnibus Incentive Plan (the "Amended and Restated 2019 Plan") to, among other things: (i) increase the total number of shares of our common stock reserved for issuance under the 2019 Omnibus Incentive Plan (the "2019 Plan") by 2,400,000 shares; (ii) revise the ratio at which "full-value" awards are counted against the share reserve from 1.25 to 1.4; and (iii) extend the term to April 29, 2030. The Amended and Restated 2019 Plan was approved by the Board of Directors on February 11, 2020, subject to shareholder approval of this proposal at the Annual Meeting. The Amended and Restated 2019 Plan is intended to provide flexibility to Vericel in its ability to motivate, attract, and retain the services of directors, officers, and employees upon whose judgment, interest, and special effort the successful conduct of Vericel's operation is largely dependent.

              As of December 31, 2019, there were stock options to acquire 5,052,950 shares of common stock outstanding under our equity compensation plans, with a weighted average exercise price of $10.35 and a weighted average remaining term of 7.7 years. In addition, as of December 31, 2019, there were 157,030 unvested full value awards with time-based vesting outstanding under our equity compensation plans. Other than the foregoing, no awards under our equity compensation plans were outstanding as of December 31, 2019.2022: