Vericel Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect seven directors, each to serve a one-year term expiring at the 2027 annual meeting.

2. 2

   Advisory Vote to Approve the Compensation of our Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its compensation philosophy that combines base salary, annual cash incentives tied to corporate performance goals, and long-term equity awards (stock options and RSUs) intended to align executives with shareholder value. The Compensation Committee emphasizes pay-for-performance alignment, the use of market peer benchmarking informed by an independent consultant, and both short- and long-term incentives to retain and motivate executives. In 2025 the company achieved record revenue growth, expanded gross margin and positive GAAP net income, which management attributes in part to its compensation structure and objectives; the Board therefore recommends a vote FOR. The proposal is advisory and non-binding, but the Board commits to consider the vote outcome when making future compensation decisions. Contextually, the company has a history of strong shareholder support for say-on-pay (above 90% in prior years), a clawback policy, stock ownership guidelines, and governance practices intended to mitigate excessive risk-taking. A vote FOR signals shareholder support for the current mix of performance metrics, equity-focused incentives and governance controls; a vote AGAINST could prompt the Board and Compensation Committee to engage with investors and potentially adjust program design or disclosure. Given the Company’s recent profitability, facility expansion and clinical progress (e.g., MACI growth and MASCOT trial initiation), management views shareholder approval as reinforcing continuity in the executive pay framework as the company pursues growth and lifecycle-extension initiatives.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   To ratify PricewaterhouseCoopers LLP as Vericel’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Upcoming shareholder meetings at Vericel Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Vericel Corp 2026 annual meeting?

Vericel Corp (VCEL) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the Vericel Corp 2026 meeting?

The record date for the Vericel Corp 2026 meeting is Friday, March 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Vericel Corp's 2026 meeting?

The board is presenting 7 director nominees at the Vericel Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Vericel Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Vericel Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.