Vericel (VCEL) Proxy filing summary

Executive summary

• Annual Meeting of Shareholders scheduled for April 29, 2026, to be held virtually at 9:00 a.m. ET.

• Shareholders can vote online, by mail, or during the virtual meeting using a control number.

• Proxy materials, including the Notice, Proxy Statement, and Form 10-K, are available online or by request.

Voting matters and shareholder proposals

• Election of seven directors: Robert L. Zerbe, Alan L. Rubino, Heidi Hagen, Kevin F. McLaughlin, Paul K. Wotton, Dominick C. Colangelo, and Lisa Wright.

• Advisory vote to approve named executive officers' compensation.

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

• Proxies may vote on other matters properly brought before the meeting.

Board of directors and corporate governance

• Board recommends voting in favor of all proposals, including director nominees and auditor ratification.