Independent
Tenure on this board
20.4 yrs
7 nominees · 3 ballot items.
Vote to elect seven directors for one-year terms, an advisory (non-binding) say-on-pay to approve named executive officer compensation, and to ratify PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.
To elect seven directors, each to serve a one-year term expiring at the 2027 annual meeting.
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.
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.
To ratify PricewaterhouseCoopers LLP as Vericel’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.00% | 5,617,998 | $181M |
| 2 | STATE STREET CORP | 6.17% | 3,152,130 | $101M |
| 3 | Soleus Capital Management, L.P. | 4.99% | 2,549,079 | $82M |
| 4 | Conestoga Capital Advisors, LLC | 4.82% | 2,463,312 | $79M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.37% | 2,230,756 | $72M |
| 6 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 3.59% | 1,832,709 | $59M |
| 7 | BNP Paribas Asset Management Holding S.A. | 3.37% | 1,722,802 | $55M |
| 8 | GW Investment Management, LLC | 3.17% | 1,616,855 | $52M |
| 9 | BlackRock, Inc. | 2.98% | 1,520,158 | $49M |
| 10 | CONGRESS ASSET MANAGEMENT CO | 2.95% | 1,506,918 | $48M |
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