Vericel (VCEL) Proxy filing summary

Executive summary

• Achieved record 2025 revenue of $276.3M, maintaining a 20% CAGR since MACI launch, with gross margin rising to 74% and adjusted EBITDA up 33% to $70.9M; ended year with $200M in cash and no debt.

• MACI revenue reached $239.5M (21% growth), driven by MACI Arthro adoption and a 30% sales force expansion; over 20,000 patients treated in the U.S.

• Initiated Phase 3 MACI Ankle MASCOT trial and received FDA approval for new manufacturing facility, enabling U.S. and global production; targeting UK launch in 2027.

• Burn Care franchise generated $36.8M, with Epicel and NexoBrid showing increased uptake; NexoBrid launched in 2023 and expanded market reach.

• Focused on sustained long-term growth through innovation, operational expansion, and international market entry.

Voting matters and shareholder proposals

• Shareholders to elect seven directors for one-year terms expiring at the 2027 annual meeting.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; 29% are women.

• 100% independent committee members; robust Code of Business Conduct and Ethics; annual board and committee self-evaluations.

• Board oversees strategy, risk, succession planning, and human capital management; independent chair structure.

• Shareholder rights include annual director elections and no poison pill.