DEF 14A of Vericel Corp, Mar 20, 2025

DEF 14A of Vericel Corp

Filed Mar 20, 2025 · FY20240001308179-25-000169

Open on EDGAR

  1. Election of Directors

    Election of Directors To elect seven (7) directors, each to serve a term of one year expiring at the 2026 annual meeting of shareholders.

  2. Election of Directors

    | | The Board recommends a vote FOR each director nominee. | See page 20 |

  3. Election of Directors

    | Board Snapshot | Skills and Experience | | | |

  4. Election of Directors

    | Shareholder Engagement | | | | | Vericel greatly values the perspectives that we gain through direct engagement with our shareholders. | In 2024, our shareholder engagement included participation in multiple investor conferences and numerous individual investor meetings and calls on a variety of topics, such as business and financial performance, Company strategy and direction, executive compensation and product development and commercialization. |

  5. Election of Directors

    Election of Directors

  6. Election of Directors

    | | The Board recommends a vote FOR the election of each nominee. |

  7. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    Director Nominees for Election at the 2025 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.

  8. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Robert Zerbe, M.D., 74 Independent Chairman of the Board Retired Chief Executive Officer, QUATRx Pharmaceuticals Company Director Since: 2006 | | | | Other Current Public Company Directorships: | Vericel Board committee(s): | | | • None | • Audit Committee | |

  9. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Key Experience and Qualifications • BioPharma: Dr. Zerbe has held numerous senior management positions at major pharmaceutical companies throughout his career, including serving as Chief Executive Officer of QUATRx Pharmaceuticals Company as well as senior positions at Eli Lilly and Company, Parke-Davis and Pfizer. • CEO/GM: Served as CEO of a drug development company for over 15 years • Research & Development: Led the clinical development programs for a number of key products, including Prozac, Lipitor and Neurontin. | Professional Highlights • Chief Executive Officer of QUATRx Pharmaceuticals Company, a venture-backed drug development company, which he co-founded (2000-2016) • Senior Vice President of Worldwide Clinical Research and Development of Pfizer (formerly Parke-Davis), as well as other senior executive management positions (1993-2000) • Managing Director, Lilly Research Center U.K., of Eli Lilly and Company (including Vice President of Clinical Investigation and Regulatory Affairs, as well as several other clinical research and development positions) (1982-1993) Other Leadership Positions and Experience • Member of the boards of directors of Metabolic Solutions Development Company and Cirius Therapeutics, both private companies focused on metabolic diseases Education • M.D. from Indiana University School of Medicine • Post-doctoral work in internal medicine, endocrinology and neuroendocrinology at Indiana University and the National Institutes of Health |

  10. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Dominick Colangelo, 61 President and Chief Executive Officer, Vericel Director Since: 2013 | | | | Other Current Public Company Directorships: | Vericel Board committee(s): | | | • Trevi Therapeutics, Inc. | • None | |

  11. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Key Experience and Qualifications • CEO/GM: Mr. Colangelo has more than 20 years of executive management experience in the biopharmaceutical industry. For the past 11 years he has served as President and CEO of Vericel, spearheading the acquisition of MACI and Epicel and leading the Company through an extended period of significant revenue and market growth. Mr. Colangelo also served for more than a decade in senior leadership positions at Eli Lilly and Company. • Finance: Mr. Colangelo possesses a significant accounting and finance background, which has been developed through education, strategy and business development roles, as well as his service on the audit committee of the board of directors of Trevi Therapeutics. • Marketing/Sales: Extensive experience in the acquisition, development and commercialization of products across a variety of therapeutic areas • Business Development: Experience gained through a variety of executive positions in product development, pharmaceutical operations and corporate development | Professional Highlights • President and Chief Executive Officer and a member of the Board of Directors of Vericel (2013-present) • Director of Strategy and Business Development for Eli Lilly’s Diabetes Product Group and founding Managing Director of Lilly Ventures at Eli Lilly and Company Other Leadership Positions and Experience • Member of 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. Education • B.S.B.A. in Accounting, Magna Cum Laude, from the State University of New York at Buffalo • J.D., with honors, from the Duke University School of Law |

  12. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Heidi Hagen, 56 Independent Former Chief Technical Officer, Sonoma Biotherapeutics Director Since: 2013 | | | | Other Current Public Company Directorships: | Vericel Board committee(s): | | | • None | • Compensation and Governance and Nominating (Chair) Committees | |

  13. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Key Experience and Qualifications • BioPharma/Complex Biologics: Ms. Hagen possesses more than 30 years of product development and leadership experience within the biopharmaceutical and medical device industries, having successfully built organizations and executed development programs within both established and start-up environments. • Chief Operating Officer/Technical Operations: Ms. Hagen has developed extensive operations experience throughout her career, including while serving at multiple commercial-stage biotechnology companies. In those capacities, Ms. Hagen has developed particular expertise in technical operations, where she has overseen production operations for multiple complex biologics across a variety of therapeutic areas. | Professional Highlights • Chief Technical Officer of Sonoma Biotherapeutics, a privately-held biotechnology company (2021-2022) • Interim Chief Executive Officer and member of the board of directors of Ziopharm Oncology, Inc., a publicly-traded company developing immune-oncology gene and cell therapies (2019-2021) • Co-founder and Advisor and former Chief Strategy Officer of Vineti, Inc., a software platform company for cell and gene therapy supply chain management (2015-2021) • Senior Vice President of Operations for Dendreon Corporation, a commercial biotechnology company (2002-2012) • Chief of Staff to the Chief Operating Officer of Immunex Corporation, a commercial biologics company (1993-2002) Other Leadership Positions and Experiences • Member of the boards of directors of Obsidian Therapeutics, Inc., a privately-held organization focused on treating cancer through cell and gene therapies, Applied Stem Cell, a privately-held organization developing proprietary gene editing and stem cell technology platforms, and A-Alpha Bio, a privately-held organization focused on developing synthetic biotechnology and machine learning to accelerate drug development Education • B.S. in cell and molecular biology, M.S. in bioengineering, and M.B.A. from the University of Washington |

  14. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Alan Rubino, 70 Independent Former Chief Executive Officer, Emisphere Technologies, Inc. Director Since: 2005 | | | | Other Current Public Company Directorships: | Vericel Board committee(s): | | | • None | • Audit and Compensation (Chair) Committees | |

  15. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Key Experience and Qualifications • CEO/GM: Mr. Rubino possesses a wealth of experience across multiple disciplines within the biotechnology and pharmaceutical industries. Mr. Rubino recently served for seven years as CEO of Emisphere Technologies, Inc., a publicly-traded drug delivery company, as well as CEO of RenovaCare, a publicly-held biotechnology company. • Marketing/Sales/Business Development: Mr. Rubino 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. He also had leading roles in the acquisitions of Syntex Labs and Boehringer-Mannheim. • Operations: Throughout his career, Mr. Rubino has provided enterprise-wide leadership over corporate, marketing, sales, supply chain and human resources management functions. | Professional Highlights • President and Chief Executive Officer of RenovaCare, a publicly-held biotechnology company (2019-2021) • Chief Executive Officer of Emisphere Technologies, Inc., a publicly-held drug delivery company, which was acquired by Novo Nordisk for $1.8B (2012-2019) • Chief Executive Officer 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) • Chief Executive Officer and co-founder of Akrimax Pharmaceuticals, LLC, where he in-licensed Tirosint from IBSA Institut Biochimique SA for the U.S. market • Executive Vice President of Hoffman LaRoche (Genentech) for 24 years, holding an array of senior executive positions, with 10 years of service on the U.S. Executive Committee Other Leadership Positions and Experiences • Currently serves as Executive Chairman of the board of directors of AMO Pharma Limited, a privately-held UK-based company focused on special therapeutics for rare diseases (2021-present) • Former member of boards of directors of numerous public and privately-held organizations, including SANUWAVE Health, Inc., and Genisphere, Inc. Education • B.A. in economics from Rutgers University with a minor in biology/chemistry • Post-graduate educational programs at the University of Lausanne and Harvard Business School |

  16. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Kevin McLaughlin, 68 Independent Former Chief Financial Officer and Treasurer, Acceleron Pharma Inc. Director Since: 2015 | | | | Other Current Public Company Directorships: | Vericel Board committee(s): | | | • Invivyd, Inc. | • Audit (Chair) Committee | |

  17. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Key Experience and Qualifications • BioPharma: Mr. McLaughlin has more than 40 years of operating management and financial experience spanning the biotech, high-tech and education industries. • Finance: Mr. McLaughlin served for 11 years as the Senior Vice President, Chief Financial Officer and Treasurer of Acceleron, Pharma Inc., until its acquisition by Merck & Co. in 2021. Prior to Acceleron, he served as Senior Vice President and Chief Financial Officer of Qteros, Inc., a cellulosic biofuels company. | Professional Highlights • Senior Vice President, Chief Financial Officer and Treasurer of Acceleron Pharma Inc., a publicly-traded biopharmaceutical company (2010-2021) • Senior Vice President and Chief Financial Officer of Qteros, Inc., a cellulosic biofuels company (2009-2010) • Co-founder, Chief Operating Officer and a director of Aptius Education, Inc., a publishing company (2007-2009) • President and Chief Executive Officer and a member of the board of directors of PRAECIS Pharmaceuticals until its sale to GSK plc (formerly GlaxoSmithKline). Mr. McLaughlin joined PRAECIS as its first Chief Financial Officer and also served as Chief Operating Officer. Other Leadership Positions and Experiences • Former 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, which was acquired by Regeneron Pharmaceuticals in 2023 • Member of the board of directors of Invivyd, Inc., a public biopharmaceutical company dedicated to delivering protection from serious viral infectious diseases. Mr. McLaughlin serves as the Chairperson of the Invivyd board’s audit committee. Education • B.S. in business from Northeastern University and an M.B.A. from the F.W. Olin Graduate School of Business at Babson College |

  18. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Paul Wotton, Ph.D., 64 Independent Chairman and Managing Partner, RBL, LLC; Adjunct Professor, Rice University Director Since: 2015 | | | | Other Current Public Company Directorships: | Vericel Board committee(s): | | | • Cynata Therapeutics Limited | • Compensation and Governance and Nominating Committees | |

  19. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Key Experience and Qualifications • BioPharma/Complex Biologics/ Business Development/Marketing and Sales: Dr. Wotton has served in key leadership roles across the pharmaceutical and biotech industries throughout his career and has been integral in a number of high-profile business development transactions during that period. While CEO of Obsidian Therapeutics, Inc., Dr. Wotton spearheaded key deals with Vertex Pharmaceuticals and M.D. Anderson, and earlier in his career, while CEO at Siglion Therapeutics, Inc., he implemented the agreement that resulted in the eventual acquisition of the company by Eli Lilly and Company. Dr. Wotton’s experiences provide key insight to the Vericel leadership team as the Company continues to investigate expanding its product portfolio with another highly-synergistic therapy. | Professional Highlights • President and Chief Executive Officer and a board member of Obsidian Therapeutics, Inc., a privately-held company (2019-2022) • Founding President and Chief Executive Officer of Sigilon Therapeutics, Inc., a cell therapeutics company (2016-2019) • President and Chief Executive Officer and member of the board of directors of Ocata Therapeutics, Inc. (from July 2014 until its acquisition by Astellas Pharma US, Inc. in February 2016) • President and Chief Executive Officer and member of the board of directors of Antares Pharma, Inc., a publicly-traded biopharmaceutical company (2008-2014) • Held senior level positions at Eurand International BV, Penwest Pharmaceuticals, Abbott Laboratories and Merck, Sharp and Dohme Other Leadership Positions and Experiences • Chair of the board of directors of Kytopen, a privately-held biotechnology company focused on developing cellular and genome engineering platforms • Former member of the board of directors and Chairman of the compensation committee of Veloxis Pharmaceuticals A/S • Past Chairman of the Emerging Companies Advisory Board of BIOTEC Canada • Named Ernst & Young Entrepreneur of the Year for Life Sciences, New Jersey, in 2014 Education • Bachelor’s in Pharmacy, with honors, from University College London • Ph.D. in pharmaceutical sciences from the University of Nottingham • M.B.A. from Kingston Business School |

  20. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Lisa Wright, 50 Independent President and Chief Executive Officer, Community Health Choice, Inc. Director Since: 2021 | | | | Other Current Public Company Directorships: | Vericel Board committee(s): | | | • None | • Governance and Nominating Committee | |

  21. Director Nominees for Election at the 2025 Annual Meeting of Shareholders

    | Key Experience and Qualifications • CEO/GM/Payer/Healthcare Operations: Ms. Wright is President and Chief Executive Officer of Community Health Choice, Inc., a managed care organization with approximately 430,000 members and a provider community consisting of over 10,000 physicians and 100 hospitals in the greater Houston area. She is an accomplished healthcare executive with a track record of strong strategic, operations and financial performance across a number of leading healthcare organizations. • Importantly, Ms. Wright brings to the Vericel Board key expertise in the payer and provider aspects of the healthcare system, which is bolstered by her deep understanding of healthcare economics and the full healthcare ecosystem. Her experiences will prove valuable as we continue our journey as a high-growth commercial business with multiple products with varied reimbursement models. | Professional Highlights • President and Chief Executive Officer of Community Health Choice, Inc., 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 participant in the Health Insurance Marketplace (2020-present) • North Regional Medicare President for WellCare Health Plans (2018-2020) • President of the Dual Special Needs Plan, Medicare-Medicaid Plan and Nursing Facilities lines of business in Texas at UnitedHealthcare (2014-2018) • Began career in a variety of roles of increasing responsibility at Anthem Other Leadership Positions and Experiences • Member of the boards of directors of several non-profit organizations in Houston Education • B.A. in communication from the University of Kentucky • M.B.A. from the University of Maryland |

  22. Compensation of Directors

    Compensation of Directors Our directors play a critical role in guiding our strategic direction and overseeing the management of Vericel. The many responsibilities and risks and the substantial time commitment of being a director require that we provide adequate compensation commensurate with our directors’ workload and opportunity costs. Our philosophy is to provide competitive compensation necessary to attract and retain high-quality non-employee directors and appropriately compensate them for the time, 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 (3) years, the Compensation Committee engages an independent consultant to perform an analysis of the non-employee director compensation program. In 2023, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to perform an independent review of the compensation program for non-employee directors.

  23. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

  24. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    | Focus on Equity Compensation | | Stock Ownership Guidelines | | A substantial portion of non-employee director compensation is in the form of equity On average, our directors receive approximately: | | 3x annual cash retainer 100% compliance by all directors In 2021, the Board adopted Stock Ownership Guidelines applicable to all non-employee directors The share ownership target for each non-employee director is share value equating to three times (3x) his or her annual cash retainer As of December 31, 2024, all non-employee directors were in compliance with their respective stock ownership targets |

  25. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    The director compensation table reflects all compensation awarded to, earned by or paid to our non-employee directors for the fiscal year ended December 31, 2024.

  26. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    | Director(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Robert L. Zerbe(4) | 100,000 | 150,656 | 219,242 | 469,898 | | Kevin F. McLaughlin | 70,000 | 150,656 | 219,242 | 439,898 | | Alan L. Rubino | 77,500 | 150,656 | 219,242 | 447,398 | | Heidi Hagen | 67,500 | 150,656 | 219,242 | 437,398 | | Paul K. Wotton | 55,000 | 150,656 | 219,242 | 424,898 | | Steven C. Gilman(5) | 57,500 | 150,656 | 219,242 | 427,398 | | Lisa Wright(4) | 55,000 | 150,656 | 219,242 | 424,898 |

  27. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    | (1) As permitted by SEC rules, Mr. Colangelo’s compensation from the Company for 2024 is set forth in the 2024 Summary Compensation Table. Mr. Colangelo did not receive any additional compensation for his service as a director. | | (2) Amount reflects the grant date fair value of awards of time-based RSUs made to the named director in 2024, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For purposes of this calculation, we have disregarded forfeiture assumptions related to service-based vesting conditions. For a discussion of the assumptions used in calculating these values, see Note 7 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025. | | (3) Amount reflects the grant date fair value of stock option awards made to the named director in 2024, calculated in accordance with FASB ASC Topic 718. For purposes of this calculation, we have disregarded forfeiture assumptions related to service-based vesting conditions. For a discussion of the assumptions used in calculating these values, see Note 7 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025. | | (4) Effective December 28, 2023, Dr. Zerbe, and Ms. Wright elected to defer $100,000, and $41,250, respectively, of earned director fees pursuant to the Company’s Deferred Compensation Plan. Additionally, effective December 28, 2023, Ms. Wright elected to defer 3,200 RSUs, granted to her on May 1, 2024, and which vest on the date of the Annual Meeting. | | (5) Dr. Gilman will retire from our Board effective after the 2025 Annual Meeting. |

  28. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    Additionally, non-employee directors held the following unvested RSUs and unexercised stock options as of December 31, 2024:

  29. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    | Director | Stock Awards | Shares Underlying Stock Options | | Robert L. Zerbe | 3,200 | 65,250 | | Alan L. Rubino | 3,200 | 124,250 | | Heidi Hagen | 3,200 | 114,250 | | Steven C. Gilman(1) | 3,200 | 55,250 | | Kevin F. McLaughlin | 3,200 | 111,250 | | Paul K. Wotton | 3,200 | 29,000 | | Lisa Wright | 3,200 | 31,627 |

  30. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    | (1) Dr. Gilman will retire from our Board effective after the 2025 Annual Meeting. |

  31. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    Fees Earned or Paid in Cash. The Chairman of the Board of Directors receives an annual fee of $90,000 paid in equal quarterly increments and does not receive additional fees for service as a member of the Board of Directors or as an individual committee member. Each other non-employee director receives an annual fee of $50,000 paid in equal quarterly increments. The chairperson of each standing committee receives an additional annual fee of $20,000 for the Audit Committee, $17,500 for the Compensation Committee and $10,000 for the Governance and Nominating Committee. The non-chair members of the Audit Committee each receive an additional $10,000 annual fee, each non-chair committee member of the Compensation Committee receives an additional $7,500 annual fee and each non-chair committee member of the Governance and Nominating Committee receives an additional annual fee of $5,000, in each case payable quarterly. Equity Awards. Under Vericel’s 2022 Omnibus Incentive Plan (the “2022 Plan”) and Vericel’s Amended and Restated Non-Employee Director Compensation Guidelines, each non-employee director who continues to serve beyond an annual meeting receives a stock option to purchase 8,000 shares granted on the date of each annual meeting, with an exercise price equal to the fair market value of our common stock on the date of grant, and a grant of 3,200 RSUs. Each non-employee director received a stock option to purchase 8,000 shares and a grant of 3,200 RSUs at the 2024 annual meeting. Such stock options vest in equal monthly increments over a period of one year, subject to continued service through the applicable vesting dates. The RSUs vest on the earlier of the first anniversary date of the RSU grant or the date of the first annual meeting following the grant, subject to continued service through the vesting date. Newly-elected directors joining the Board of Directors during the period between annual meetings receive a grant representing a pro-rata amount of the shares subject to the option (reflecting the period of time until the next annual meeting) and a pro-rata amount of the annual RSUs awarded (reflecting the period of time until the next annual meeting). Unless the non-employee director elects deferred settlement, the RSU grant will settle on vesting. In addition, each future non-employee director who joins the Board of Directors will also receive a one-time initial stock option to purchase 4,000 shares on the date of such director’s appointment, which will vest in equal monthly installments over three years, subject to continued service through the applicable vesting dates and a one-time initial grant of 1,600 RSUs, which will vest in 1/3 annual increments over the course of three years, subject to continued service through the applicable vesting dates. Stock options issued to directors shall terminate and may no longer be exercised after the first to occur of (a) the expiration date of the option, (b) 24 months after the date on which the director’s service with Vericel is terminated, or (c) a change in control to the extent provided in the stock option agreement. Under the terms of the Vericel Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”), which was adopted May 3, 2023, non-employee directors have the ability to defer payment of all or a portion of their annual fees and/or defer settlement of all or a portion of their grant of RSUs. RSUs with a deferred settlement are subject to vesting, but the shares are not issued until the deferred settlement date. A non-employee director must make an election to defer his or her annual fees and/or RSU grant by December 31 of the year prior to the year such amounts will be earned, or such grants made. In addition, a deferral election for the RSU grant must be made during an open-trading window. Newly elected non-employee directors must make an election within thirty days of joining the Board. A non-employee director may elect to defer payment of the annual fees and/or grant of RSUs until a date specified in the non-employee director’s election. The deferred annual fees and/or grant of RSUs will be paid or settled on the earlier of (i) the date specified in the non-employee director’s election, (ii) the termination of the non-employee director’s service to Vericel (including due to death), (iii) the non-employee director becoming disabled, or (iv) a change in control, as defined in the 2022 Plan. Further, under the Deferred Compensation Plan, upon the occurrence of such event, the amounts credited in the non-employee director’s account shall be paid in cash and/or shares of stock, as applicable, as soon as practicable, but in no event after the last day of the calendar year in which the distribution event occurs.

  32. Executive Compensation Best Practices

    | | What We Do | | | Pay with performance alignment | | | Support value creation by balancing short-and long-term incentive compensation programs and goals | | | Retain an independent compensation consultant | | | Provide shareholders with an annual say-on-pay vote | | | Conduct competitive benchmarking of executive pay | | | Maintain robust stock ownership guidelines | | | Maintain enhanced Clawback Policy | | | Engage with shareholders and consider engagement and consideration of shareholder input on executive pay practices |

  33. Executive Compensation Best Practices

    | | What We Don’t Do | | | 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 | | | No hedging or pledging | | | No supplemental company-paid retirement benefits | | | No “evergreen” replenishment of shares | | | No dividends or dividend equivalents on unearned equity awards | | | No stock option repricing without prior shareholder approval |

  34. Roles of Compensation Committee, Management and Compensation Consultant

    Roles of Compensation Committee, Management and Compensation Consultant The Compensation Committee performs a review of compensation for our executive officers annually. As part of this review, the Compensation Committee takes into consideration its understanding of external market data, which is primarily based on compensation practices of comparable companies (based on size and stage of development). Periodically, the Compensation Committee engages FW Cook, an independent consultant, to perform an analysis of the current compensation program. In late 2022, the Compensation Committee engaged FW Cook to perform an independent review of the compensation program for our executive officers to assist with setting 2023 and 2024 compensation. FW Cook reports directly to the Compensation Committee. Other than the work it performs for the Compensation Committee, FW Cook does not provide any consulting services to Vericel or its executive officers. Our Compensation Committee performs an annual assessment of the independence of its compensation advisers. Our Compensation Committee has determined that FW Cook is independent and that their work has not raised any conflict of interests. Generally, our Compensation Committee reviews and approves compensation arrangements for executive officers in the first quarter of each year and in connection with the hiring of new executives. Other than with respect to the compensation of our Chief Executive Officer, our Compensation Committee also takes into consideration the recommendations for executive compensation made by our Chief Executive Officer, whose recommendations are generally presented at the time of our Compensation Committee’s review of executive compensation arrangements. The compensation decisions made at the beginning of 2024 occurred in the context of sustained long-term performance, evidenced by our 5% three-year compound annual total shareholder return through December 31, 2023 which was in the 88th percentile of our compensation peer group. In 2023, our stock price increased by 42%.

  35. Peer Group

    Peer Group As part of its engagement, FW Cook analyzed compensation data relating to our peer group companies as approved by the Compensation Committee with input and guidance from FW Cook. The compensation analysis was performed in late 2022 and early 2023 and informed the 2024 compensation program. The peer group companies were reviewed in fall 2022 and consisted of 16 publicly-traded companies in the biotechnology/pharmaceutical, health care equipment & supplies, and life sciences tools & services industries, which had a median market capitalization of $1.57 billion on September 30, 2022 (comparable to our $1.1 billion market capitalization at that time), and the majority of which either have commercial operations or an FDA-approved product. All peers had September 30, 2022 market capitalization in a range of 0.3 to 3.1 times our market capitalization at that time. The peer group companies that informed 2024 executive officer compensation decisions are outlined below.

  36. Peer Group

    | 2024 PEER GROUP | | | Agenus, Inc. | Corcept Therapeutics, Inc. | | Agios Pharmaceuticals, Inc. | Cryoport, Inc. | | Amicus Therapeutics, Inc. | Glaukos Corporation | | Anika Therapeutics, Inc. | Ironwood Pharmaceuticals, Inc. | | Artivion, Inc. | PTC Therapeutics, Inc. | | AtriCure, Inc. | STAAR Surgical Company | | AxoGen, Inc. | Supernus Pharmaceuticals, Inc. | | Cardiovascular Systems, Inc. | Vanda Pharmaceuticals, Inc. |

  37. Components of 2024 Compensation

    Components of 2024 Compensation The primary components of our executive officer compensation program are: (i) annual base salary; (ii) annual incentive compensation, which is based on the achievement of specified Company goals; and (iii) long-term equity incentive compensation in the form of periodic stock option and RSU grants, with the objective of aligning the executive officers’ long-term interests with those of our shareholders. In establishing overall executive compensation levels and making specific compensation decisions for the executives in 2024, the Compensation Committee considered several criteria, including each executive’s position, prior compensation levels, scope of responsibilities, prior and current period performance, attainment of individual and overall Company performance objectives, and external market data. In addition, the Compensation Committee considered the results of the advisory vote by shareholders on the “say-on-pay” proposal presented to shareholders at Vericel’s 2023 annual meeting, which had a 92% support rate. The Compensation Committee also reviews the allocation of compensation components regularly to help ensure alignment with strategic and operating goals, competitive market practices and legislative changes. The Compensation Committee does not apply a specific formula to determine the allocation between cash and non-cash forms of compensation.

  38. 2024 Base Salary

    2024 Base Salary We believe that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. Base salaries are established, in part, based on the individual experience, skills and expected contributions of our executives and our executives’ performance during the prior year, with market data considered as context. The Compensation Committee reviews base salaries for our executive officers annually. We may also change the base salary of an executive officer at other times due to market conditions or if a change in the scope of the officer’s responsibilities justifies such adjustment. In February 2024, our Compensation Committee approved base salary increases for each of our named executive officers serving at that time, based upon various factors, including a review of individual performance during 2023 and a comparison of cash compensation versus peer group data. Salary adjustments were focused on providing cash compensation in a competitive range relative to market benchmarks, also taking into account each executive’s tenure and performance. The table below sets forth the adjustments to base salaries for each of our named executive officers:

  39. Annual Non-Equity Incentive Compensation

    Annual Non-Equity Incentive Compensation We maintain an annual incentive program (or “AIP”) that is designed to drive annual performance against important strategic, operational and financial aspects of our organization. We believe the AIP focuses management on advancing our overall corporate strategy and furthering both the short-and long-term growth of the Company. Each executive officer has a target cash incentive amount that is set as a percentage of base salary, based upon consideration of potential contribution, level and market data.

  40. 2024 Performance Metrics

    2024 Performance Metrics The determination of annual incentives for our executives in 2024 was tied to achieving our financial targets, advancing our commercial and development stage products and accomplishing operational goals. In addition, a portion of annual incentive compensation was tied to a stretch upside value goal. These metrics were established by the Compensation Committee and approved by the full Board at the beginning of 2024.

  41. 2024 Performance Metrics

    | | Weighting | Our Goals | Our Metrics | Achievement | | Commercial and Financial Performance Goals | | Total net revenue Budget expense | • Generate total net product revenues of at least $247.6 million • Achieve budget expense of $190.8 million (excluding depreciation, amortization and stock-based compensation, and unusual one-time expenses or changes in accounting methodology) | | | Product Goals | | Commercial Product Goals Long-Term Brand Development Goals Product Development Goals | • Achieve budgeted MACI surgeon engagement goals of increasing number of biopsy surgeons and MACI biopsy conversion rate; achieve MACI Arthro implant goal; achieve unique Epicel biopsy center target; and achieve goal of obtaining NexoBrid orders at target number of burn centers • Complete MACI, Epicel and NexoBrid long-term brand development initiatives • Secure FDA approval of MACI Arthro BLA supplement by September 15, 2024 | | | Operational Goals | | Manufacturing Capacity and Operational Improvement Initiatives | • Complete manufacturing facility and key manufacturing/IT efficiency improvement initiatives | | | Upside Value Goals | | Business Development | • Execute high-quality business development transaction | |

  42. 2024 Performance Metrics

    No more than 200% of target may be earned under the AIP. The Compensation Committee reviewed the Company’s performance in 2024 against the corporate goals and made a determination of a 101% achievement of our corporate goals for 2024, based on the following:

  43. 2024 Performance Metrics

    | 1. | 50% out of a target 40% was awarded for the Commercial and Financial Performance Goals. The Company achieved total net product revenues of $237.2 million during 2024. Although total revenue was slightly below target for the year, the MACI and Burn Care commercial teams’ performance enabled the Company to continue along its high growth trajectory, achieving 20% year-over-year total product revenue growth for the second consecutive year, with MACI and Burn Care growing 20% and 22%, respectively. The Company exceeded its target goal with respect to budget expense performance by a relatively wide margin, and when averaged with the Company’s revenue performance, the ultimate result is an overall achievement for the commercial and financial performance goals category above target. The Company’s continued 20% year-over-year revenue growth, coupled with its fiscal discipline, ultimately resulted in the Company generating $53.4 million of adjusted EBITDA*, expanding its adjusted EBITDA* growth for the year to 58% and growing its cash, restricted cash and investments balance to $167 million. Importantly, the Company achieved full-year GAAP profitability in 2024, including approximately $19.8 million of net income in the fourth quarter. |

  44. 2024 Performance Metrics

    | * For more information concerning Vericel’s presentation of non-GAAP measures, including a reconciliation of reported net income (GAAP) to adjusted EBITDA (non-GAAP), please refer to the Company’s discussion of “GAAP versus non-GAAP Measures”, on pages 86-87 of this Proxy Statement. |

  45. 2024 Performance Metrics

    | 2. | 39% out of a target 50% was awarded for Product Goals. The Compensation Committee awarded below the target percentage for these goals primarily as a result of the Company falling short of its MACI surgeon engagement goals and MACI Arthro implant goal. Additionally, the Company’s commercial performance fell slightly below target with respect to Epicel biopsy centers and NexoBrid ordering centers. The Company exceeded its goal focused on obtaining FDA approval for MACI Arthro by September 15, 2024. The FDA’s approval of a supplemental BLA adding instructions for the arthroscopic delivery of MACI to the product’s approved labeling followed the successful completion of a human factors validation study earlier in the year. The FDA’s approval of MACI Arthro is a significant milestone for the Company, and an important advancement for patients and surgeons, as we believe the arthroscopic delivery of MACI will increase the ease of MACI’s use for physicians and may reduce both the length of the procedure as well as procedure-induced trauma, ultimately resulting in a reduction in a patient’s post-operative pain and accelerating a patient’s recovery. The Company additionally obtained FDA approval of a pediatric indication for NexoBrid, permitting burn surgeons to use the product to treat children suffering from severe burns. The Company also achieved its goal with respect to the advancement of its MACI Ankle development plan, and the Company now expects to initiate a MACI Ankle clinical study in 2025. Overall, when considering the Company’s achievements in advancing its pipeline along with its performance towards achieving is commercial product goals, the Compensation Committee awarded below the target percentage. | | 3. | 12% out of a target 10% was awarded for the Operational Goals. The Compensation Committee awarded slightly above the target level for these goals as a result of the Company meeting or exceeding each of its budgeted goals relating to: material and vendor cost savings; the advancement of plans to occupy the Company’s new manufacturing facility and to secure FDA qualification of that facility; and various IT improvement initiatives. | | 4. | 0% out of a maximum 15% was awarded for the Upside Goal. During 2024, the Company chose not to execute any business development transactions. |

  46. 2024 Performance Metrics

    The Compensation Committee made no adjustments to the goals or the manner in which they were scored to account for external events. The table below shows the target award under the 2024 AIP as a percentage of each named executive officer’s annual base salary in 2024, the target cash award opportunity in dollars for 2024, and the actual cash bonus payments and percent of award opportunity paid to our named executive officers for 2024 performance.

  47. 2024 Performance Metrics

    | | 2024 Annual Incentive Program | | | | | Name | 2024 Target Award (% of Base Salary) | 2024 Target Award Opportunity ($) | 2024 Actual Bonus Payment ($) | 2024 Actual Bonus Payment (% of Target Award Opportunity) | | Dominick Colangelo | 85% | 705,500 | 712,600 | 101% | | Joe Mara | 50% | 252,500 | 255,000 | 101% | | Michael Halpin | 50% | 267,500 | 270,200 | 101% | | Sean Flynn | 45% | 209,250 | 211,300 | 101% | | Jonathan Hopper | 45% | 213,750 | 215,900 | 101% | | Karen Mahoney(1) | 45% | 87,879 | 88,800 | 101% |

  48. 2024 Performance Metrics

    | (1) Ms. Mahoney was appointed Vericel’s Chief Human Resources Officer, effective July 22, 2024. Ms. Mahoney’s 2024 target and actual bonus were prorated pursuant to Vericel’s standard procedures to reflect the period of time that she was employed by the Company during 2024. |

  49. Equity Incentive Compensation

    Equity Incentive Compensation Equity incentive compensation aligns executives with shareholders and allows them to share in any appreciation in the value of our common stock. In 2024, the Compensation Committee awarded stock options and RSUs to our named executive officers to aid in their retention, to motivate them to achieve both near-term and long-term corporate objectives and increase share price. In determining the form and value of a grant, the Compensation Committee considers the contributions and responsibilities of each named executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other executives at peer companies holding comparable positions, individual achievement of designated performance goals, Vericel’s overall performance relative to corporate objectives, and our overall equity compensation burn rate. Stock options and RSU awards vest over time, generally four years, subject to continued employment with Vericel over the vesting period, which promotes executive retention. All stock options have a ten-year term and an exercise price equal to the fair market value of our common stock on the date of grant, which is equal to our closing market price on such date. Awards are made at levels calculated to be competitive within our peer group. In determining the amount of each grant, the Compensation Committee also reviews the number of shares held by the executive prior to the grant. In late 2022, the Compensation Committee engaged FW Cook to independently review the equity incentive grant practices of Vericel as compared to our peer group, and this market data was used to support compensation decisions for 2023 and 2024. The executive equity award strategy for 2024 focused on providing a competitive number of stock options and RSUs with the majority of equity awards provided in stock options to ensure that our executives are aligned with shareholder value creation and to ensure the program pays for performance. The Compensation Committee reviewed the Company’s projected 2024 equity compensation burn rate and determined that the number of shares granted to executives would maintain the burn rate below the median of our peer group. On February 22, 2024, the Board of Directors granted our CEO, and the Compensation Committee granted our other named executive officers (with the exception of Ms. Mahoney), the following stock options and RSUs at a $48.31 price. Ms. Mahoney was appointed Vericel’s Chief Human Resources Officer, effective July 22, 2024. The grant date fair value of these awards is also reported in the 2024 Summary Compensation Table below.

  50. Equity Incentive Compensation

    | | Option and RSU Awards Granted February 22, 2024 | | | | | Name | Number of Shares Underlying Options (#) | Number of RSUs (#) | Stock Awards and Option Awards Fair Value ($)(1) | Stock Awards and Option Awards Intrinsic Value ($)(2) | | Dominick Colangelo | 182,500 | 73,000 | 8,680,435 | 3,846,005 | | Joe Mara | 46,250 | 18,500 | 2,199,836 | 974,673 | | Michael Halpin | 52,500 | 21,000 | 2,497,112 | 1,106,385 | | Sean Flynn | 30,000 | 12,000 | 1,426,921 | 632,220 | | Jonathan Hopper | 30,000 | 12,000 | 1,426,921 | 632,220 | | Karen Mahoney(3) | — | — | — | — |

  51. Equity Incentive Compensation

    | (1) Amounts reflect the grant date fair value of the stock option awards and RSUs made to the named executive officers, calculated in accordance with FASB ASC Topic 718. For purposes of this calculation, we have disregarded forfeiture assumptions related to service-based vesting conditions. For a discussion of the assumptions used in calculating these values, see Note 7 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025. | | (2) Amounts reflect the intrinsic value which is calculated as the number of RSUs and stock options granted on February 22, 2024, multiplied by the proxy record date stock price of $49.56. | | (3) Ms. Mahoney was appointed Vericel’s Chief Human Resources Officer, effective July 22, 2024. Accordingly, Ms. Mahoney did not receive a February 2024 stock option or RSU grant. The stock option and RSU grants awarded to Ms. Mahoney upon the commencement of her employment in July 2024 are reflected in the Grants of Plan Based Awards table on page 60 of this Proxy Statement. |

  52. Compensation Risk Analysis/Risk Assessment

    | • | Inclusion of significant long-term incentive compensation discourages short-term risk taking; | | • | Compensation is in a market range and is not set as an outlier; | | • | The mix of short and long-term compensation (base salary, annual cash incentive, equity grants) is consistent with industry norms; | | • | Goals are appropriately set to avoid targets that, if not achieved, result in a large percentage loss of compensation; and | | • | The prohibition on hedging or pledging of our stock discourages short-term and excessive risk taking. Furthermore, as described in this CD&A section, compensation decisions include subjective considerations to moderate the effects that formulas or objective factors might have on excessive risk taking. |

  53. Policies and Practices for Granting Certain Equity Awards

    Policies and Practices for Granting Certain Equity Awards We have adopted an Equity Awards Grant Policy, which establishes the process by which we grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, performance-based equity awards and dividend equivalent rights (collectively “Equity Awards”) to an officer or employee of the Company pursuant to the provisions of our 2022 Plan or any other equity compensation plan of the Company that the Board determines to be subject to such policy (collectively, with the 2022 Plan, the “Plans”). Although the Plans may permit the granting of Equity Awards at any time, the Company will generally grant Equity Awards on a regularly scheduled basis. Grants of Equity Awards made in conjunction with the hiring of a new employee or the promotion of an existing employee will be made, if at all, on a monthly basis and become effective on the 15th day of the month following the date on which the employee’s employment begins or promotion occurs. Grants of Equity Awards to existing employees (other than in connection with a promotion) will generally be made, if at all, on an annual basis. It is the intention of the Board and the Compensation Committee to consider and approve any such grants requiring Board or Compensation Committee approval at a meeting of the Board or Compensation Committee, which meeting will be established in advance with notice to the Board or the Compensation Committee, as appropriate. Any such annual grant will be effective upon the date set by the Board or the Compensation Committee, as appropriate, which date shall generally be no later than seven (7) calendar days from the date such grant is approved by the Board, the Compensation Committee or its delegate, or such later date specified in such approval. The Company’s current practice is to grant annual awards to employees at generally the same time each calendar year. With the exception of grants awarded upon their appointment to the Board, grants of Equity Awards to the Company’s non-employee directors occur annually on the date of the Corporation’s annual meeting of shareholders. Notwithstanding the foregoing, the Compensation Committee or the Board may approve an Equity Award grant or modification by unanimous consent in writing or by electronic transmission. Any such consent in writing or by electronic transmission will be effective as of the latest date it is signed or transmitted, respectively, and, therefore, the effective date of grant or modification may not be prior to such latest date. The Compensation Committee and the Board do not take into account material non-public information when determining the timing or terms of Equity Awards and it is the Company’s policy to not purposely accelerate or delay the public release of material non-public information in consideration of a pending Equity Award in order to allow the grantee to benefit from a more favorable stock price. During fiscal year 2024, the Company did not grant Equity Awards to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

  54. Summary Compensation Table

    Summary Compensation Table The following table summarizes all compensation earned by or paid to Dominick Colangelo, our President and Chief Executive Officer, effective March 1, 2013; Joe Mara, our Chief Financial Officer, effective January 25, 2021; Michael Halpin, our Chief Operating Officer, effective June 15, 2019; Sean Flynn, our Chief Legal Officer, effective November 4, 2019; Jonathan Hopper, our Chief Medical Officer, effective August 20, 2018; and Karen Mahoney, our Chief Human Resources Officer, effective July 22, 2024 (the “named executive officers”) during the fiscal years indicated.

  55. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Dominick Colangelo | 2024 | 830,000 | 3,526,630 | 5,153,805 | 712,600 | 14,490(5) | 10,237,525 | | President and CEO | 2023 | 790,000 | 2,176,860 | 3,336,223 | 738,700 | 14,639 | 7,056,422 | | | 2022 | 760,000 | 1,633,320 | 5,655,283 | 646,000 | 13,764 | 8,708,367 | | Joe Mara | 2024 | 505,000 | 893,735 | 1,306,101 | 255,000 | 14,166(6) | 2,974,002 | | Chief Financial Officer | 2023 | 475,000 | 551,670 | 845,481 | 261,300 | 14,314 | 2,147,765 | | | 2022 | 440,000 | 384,528 | 1,331,353 | 220,000 | 13,439 | 2,389,320 | | Michael Halpin | 2024 | 535,000 | 1,014,510 | 1,482,602 | 270,200 | 13,974(7) | 3,316,286 | | Chief Operating Officer | 2023 | 505,000 | 626,220 | 959,735 | 277,800 | 14,113 | 2,382,869 | | | 2022 | 470,000 | 533,970 | 1,848,843 | 235,000 | 13,238 | 3,101,051 | | Sean Flynn | 2024 | 465,000 | 579,720 | 847,201 | 211,300 | 13,974(8) | 2,117,195 | | Chief Legal Officer | 2023 | 430,000 | 357,840 | 548,420 | 212,900 | 14,113 | 1,563,273 | | | 2022 | 400,000 | 324,570 | 1,123,806 | 180,000 | 13,238 | 2,041,615 | | Jonathan Hopper | 2024 | 475,000(11) | 579,720 | 847,201 | 215,900 | 14,226(9) | 2,132,047 | | Chief Medical Officer | 2023 | 440,000 | 357,840 | 548,420 | 217,800 | 14,365 | 1,578,425 | | | 2022 | 415,000 | 324,570 | 1,123,806 | 186,750 | 13,490 | 2,063,617 | | Karen Mahoney(12) | 2024 | 186,154 | 541,590 | 2,156,333 | 88,800 | 5,868(10) | 2,978,745 | | Chief Human Resources Officer | | | | | | | |

  56. Summary Compensation Table

    | (1) Amounts reflect the grant date fair value of awards of time-based RSUs made to the named executive officer in the year indicated, computed in accordance with FASB ASC Topic 718. For purposes of this calculation, we have disregarded forfeiture assumptions related to service-based vesting conditions. For a discussion of the assumptions used in calculating these values, see Note 7 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025. | | (2) Amounts reflect the grant date fair value of the stock option awards made to the named executive officers in the year indicated, calculated in accordance with FASB ASC Topic 718. For purposes of this calculation, we have disregarded forfeiture assumptions related to service-based vesting conditions. For a discussion of the assumptions used in calculating these values, see Note 7 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025. | | (3) Amounts reported in this column represent annual cash incentive bonuses, which were awarded based on achievement of corporate performance goals for the year indicated. The 2024 cash incentive bonus determinations are described in more detail above under the heading “Annual Non-Equity Incentive Compensation.” | | (4) Amounts reported in the “All Other Compensation” column include Vericel’s contributions to its 401(k) Plan and life insurance premiums, as detailed in footnotes 5, 6, 7, 8, 9 and 10. None of the named executive officers received perquisites having an aggregate value of $10,000 or more in the fiscal years ended December 31, 2024, 2023, or 2022. | | (5) This amount includes Vericel’s contributions of $11,550 made to Mr. Colangelo’s 401(k) Plan and payments of $2,940 for life insurance premiums. | | (6) This amount includes Vericel’s contributions of $11,550 made to Mr. Mara’s 401(k) Plan and payments of $2,616 for life insurance premiums. | | (7) This amount includes Vericel’s contributions of $11,550 made to Mr. Halpin’s 401(k) Plan and payments of $2,424 for life insurance premiums. | | (8) This amount includes Vericel’s contributions of $11,550 made to Mr. Flynn’s 401(k) Plan and payments of $2,424 for life insurance premiums. | | (9) This amount includes Vericel’s contributions of $11,550 made to Dr. Hopper’s 401(k) Plan and payments of $2,676 for life insurance premiums. | | (10) This amount includes Vericel’s contributions of $4,738 made to Ms. Mahoney’s 401(k) Plan and payments of $1,130 for life insurance premiums. | | (11) Dr. Hopper deferred $46,040 of his salary pursuant to the Company’s Deferred Compensation Plan. | | (12) Ms. Mahoney was appointed Vericel’s Chief Human Resources Officer, effective July 22, 2024. Accordingly, her Base Salary reflects the period of time she was employed by the Company during 2024. Similarly, Ms. Mahoney’s 2024 target and actual bonus were prorated pursuant to Vericel’s standard procedures to reflect the period of time that she was employed by the Company during 2024. |

  57. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information on all grants of plan-based awards made in the fiscal year ended December 31, 2024 to our named executive officers:

  58. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) | | Name | Grant Date | Target ($) | Maximum ($) | | | | | | Dominick Colangelo | — | 705,500 | 1,425,200 | — | — | — | — | | | 2/22/2024 | — | — | 73,000 | — | — | 3,526,630 | | | 2/22/2024 | — | — | — | 182,500 | 48.31 | 5,153,805 | | Joe Mara | — | 252,500 | 510,000 | — | — | — | — | | | 2/22/2024 | — | — | 18,500 | — | — | 893,735 | | | 2/22/2024 | — | — | — | 46,250 | 48.31 | 1,306,101 | | Michael Halpin | — | 267,500 | 540,400 | — | — | — | — | | | 2/22/2024 | — | — | 21,000 | — | — | 1,014,510 | | | 2/22/2024 | — | — | — | 52,500 | 48.31 | 1,482,602 | | Sean Flynn | — | 209,250 | 422,600 | — | — | — | — | | | 2/22/2024 | — | — | 12,000 | — | — | 579,720 | | | 2/22/2024 | — | — | — | 30,000 | 48.31 | 847,201 | | Jonathan Hopper | — | 213,750 | 431,800 | — | — | — | — | | | 2/22/2024 | — | — | 12,000 | — | — | 579,720 | | | 2/22/2024 | — | — | — | 30,000 | 48.31 | 847,201 | | Karen Mahoney(3) | — | 87,879 | 177,600 | — | — | — | — | | | 7/22/2024 | — | — | 10,500 | — | — | 541,590 | | | 7/22/2024 | — | — | — | 75,000 | 51.58 | 2,156,333 |

  59. Grants of Plan-Based Awards

    | (1) Non-equity incentive plan awards consist of performance-based cash bonuses earned based on achievement of pre-determined performance criteria during fiscal year 2024. There is no threshold payout amount under the non-equity incentive plan. The 2024 cash incentive bonus determinations are described in more detail above under the heading “Annual Non-Equity Incentive Compensation.” | | (2) This reflects the grant date fair value of option and RSU awards granted to our named executive officers during the year ended December 31, 2024, calculated in accordance with FASB ASC Topic 718. For purposes of this calculation, we have disregarded forfeiture assumptions related to service-based vesting conditions. For a discussion of the assumptions used in calculating these values, see Note 7 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025. | | (3) Ms. Mahoney was appointed Vericel’s Chief Human Resources Officer, effective July 22, 2024. Upon her appointment, the Compensation Committee awarded Ms. Mahoney an initial grant of stock options and RSUs in the amounts reflected above. Further, Ms. Mahoney’s 2024 target and actual bonus were prorated pursuant to Vericel’s standard procedures to reflect the period of time that she was employed by the Company during 2024. |

  60. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The table below reflects all outstanding equity awards held by each of the named executive officers as of December 31, 2024. We currently grant stock-based awards pursuant to our 2022 Plan and have outstanding awards under our Amended and Restated 2019 Omnibus Incentive Plan (the “2019 Plan”), 2017 Omnibus Incentive Plan (the “2017 Plan”) and our Second Amended and Restated 2009 Omnibus Incentive Plan (the “2009 Plan”).

  61. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Dominick Colangelo | 2/9/2016 | 53,183 | — | 1.95 | 2/9/2026 | — | — | | | 2/8/2017 | 49,700 | — | 2.75 | 2/8/2027 | — | — | | | 5/22/2017(4) | 28,125 | — | 2.65 | 5/22/2027 | — | — | | | 2/7/2018 | 279,307 | — | 7.20 | 2/7/2028 | — | — | | | 2/6/2019 | 303,998 | — | 16.66 | 2/6/2029 | — | — | | | 2/11/2020 | 219,445 | — | 18.00 | 2/11/2030 | — | — | | | 2/19/2021 | 281,250 | 18,750 | 51.40 | 2/19/2031 | 8,938 | 490,786 | | | 2/18/2022 | 187,687 | 85,313 | 34.90 | 2/18/2032 | 23,400 | 1,284,894 | | | 2/17/2023 | 79,843 | 102,657 | 29.82 | 2/17/2033 | 54,750 | 3,006,323 | | | 2/22/2024 | 34,218 | 148,282 | 48.31 | 2/22/2034 | 73,000 | 4,008,430 | | Joe Mara | 1/25/2021(5) | 150,000 | 10,000 | 43.63 | 1/25/2031 | — | — | | | 2/18/2022 | 44,184 | 20,085 | 34.90 | 2/18/2032 | 5,509 | 302,499 | | | 2/17/2023 | 20,234 | 26,016 | 29.82 | 2/17/2033 | 13,875 | 761,876 | | | 2/22/2024 | 8,671 | 37,579 | 48.31 | 2/22/2034 | 18,500 | 1,015,835 | | Michael Halpin | 2/6/2019 | 76,250 | — | 16.66 | 2/6/2029 | — | — | | | 2/11/2020 | 105,000 | — | 18.00 | 2/11/2030 | — | — | | | 2/19/2021 | 93,750 | 6,250 | 51.40 | 2/19/2031 | 2,813 | 154,462 | | | 2/18/2022 | 61,359 | 27,891 | 34.90 | 2/18/2032 | 7,650 | 420,062 | | | 2/17/2023 | 22,968 | 29,532 | 29.82 | 2/17/2033 | 15,750 | 864,833 | | | 2/22/2024 | 9,843 | 42,657 | 48.31 | 2/22/2034 | 21,000 | 1,153,110 | | Sean Flynn | 11/4/2019(5) | 100,000 | — | 16.25 | 11/4/2029 | — | — | | | 2/19/2021 | 56,250 | 3,750 | 51.40 | 2/19/2031 | 1,750 | 96,093 | | | 2/18/2022 | 37,296 | 16,954 | 34.90 | 2/18/2032 | 4,650 | 255,332 | | | 2/17/2023 | 13,125 | 16,875 | 29.82 | 2/17/2033 | 9,000 | 494,190 | | | 2/22/2024 | 5,625 | 24,375 | 48.31 | 2/22/2034 | 12,000 | 658,920 | | Jonathan Hopper | 8/20/2018(5) | 12,604 | — | 10.95 | 8/20/2028 | — | — | | | 2/6/2019 | 6,000 | — | 16.66 | 2/6/2029 | — | — | | | 2/11/2020 | 38,750 | — | 18.00 | 2/11/2030 | — | — | | | 2/19/2021 | 56,250 | 3,750 | 51.40 | 2/19/2031 | 1,750 | 96,093 | | | 2/18/2022 | 37,296 | 16,954 | 34.90 | 2/18/2032 | 4,650 | 255,332 | | | 2/17/2023 | 13,125 | 16,875 | 29.82 | 2/17/2033 | 9,000 | 494,190 | | | 2/22/2024 | 5,625 | 24,375 | 48.31 | 2/22/2034 | 12,000 | 658,920 | | Karen Mahoney | 7/22/2024(5) | — | 75,000 | 51.58 | 7/22/2034 | 10,500 | 576,555 |

  62. Outstanding Equity Awards at Fiscal Year End

    | (1) Unless otherwise noted, options vest over a period of four years, with 6.25% vesting each quarter following the grant date. | | (2) RSUs vest over four years with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal annual installments thereafter. | | (3) Based on a price of $54.91 per share, which was the closing price per share of our common stock as reported by the Nasdaq Global Market on December 31, 2024. | | (4) This option vested over a period of four years, with 6.25% vesting each quarter following February 8, 2017. | | (5) This option vests over a period of four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments thereafter. |

  63. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to the exercise of options by our named executive officers as well as the vesting of RSUs during the year ended December 31, 2024. None of our named executive officers held equity awards other than stock options and RSUs that were exercised or vested during the year ended December 31, 2024.

  64. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Dominick Colangelo | 408,897 | 17,327,734(4) | 46,387 | 2,264,090 | | Joe Mara | — | — | 7,380 | 363,096 | | Michael Halpin | 5,195 | 221,035 | 15,387 | 748,570 | | Sean Flynn | 30,000 | 971,882 | 7,075 | 348,090 | | Jonathan Hopper | 30,000 | 1,199,802 | 8,700 | 424,108 | | Karen Mahoney | — | — | — | — |

  65. Option Exercises and Stock Vested

    | (1) Value realized on exercise of stock option awards does not represent proceeds from any sale of any common stock acquired upon exercise but is determined by multiplying the number of shares acquired upon exercise by the difference between the per share exercise price of the option and the closing price of a share of our common stock on the Nasdaq Global Market on the date of exercise. | | (2) This represents total RSUs that vested for the named executive officer. A portion of these shares were withheld to cover the tax liability of the vesting and the amounts reported do not represent the total shares received by the employee. | | (3) Value realized on vesting of RSUs is determined by multiplying the number of shares vested by the closing price of a share of our common stock on the Nasdaq Global Market on the date of vesting. | | (4) Mr. Colangelo acquired 408,897 shares during the year ended December 31, 2024 as the result of the exercise of stock options. Of that total, 383,452 shares relate to a stock option award granted to Mr. Colangelo on January 5, 2015, which would have otherwise expired and become forfeitable on January 5, 2025. |

  66. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation On May 3, 2023, the Board approved and adopted the Deferred Compensation Plan which is a non-qualified deferred compensation plan that is intended to comply with Section 409A of the Code. Participation in the Plan is limited to non-employee directors and, as determined by the Compensation Committee in its sole discretion, a select group of management or highly compensated employees of the Company, including our executive officers. Pursuant to the Deferred Compensation Plan, a participant may elect to defer up to 100% of his or her annual base salary, annual bonus and/or cash director fees, as applicable. In addition, a participant may elect to defer up to 100% of each of his or her RSU grants under the Company’s 2022 Plan. The Company may also be required, in accordance with employment or other agreements, to contribute amounts to a participant’s Deferred Compensation Plan account. The Deferred Compensation Plan also permits, but does not require, the Company to make discretionary contributions to participants’ Deferred Compensation Plan accounts. Any RSUs deferred under the Deferred Compensation Plan are reflected on the books of the Company as an unfunded, unsecured promise to deliver to the participant a specific number of actual shares of common stock in the future at the time the RSU would otherwise vest and become transferable to the participant under the terms of the 2022 Plan. All other deferrals under the Deferred Compensation Plan are paid in cash to the participants. Participants’ deferrals of cash compensation are 100% vested at all times. All unvested contributions to a participant’s account from the Company, if any, become 100% vested in the event of a change in control (as defined in the Deferred Compensation Plan) or upon a participant’s death or disability. Each participant’s deferred compensation account is deemed invested in investments selected by the participant from a list of measurement funds selected by the Compensation Committee. Distributions are made in a lump sum or annual installment payments as elected by the participant in accordance with the Deferred Compensation Plan’s terms and conditions. Obligations of the Company under the Deferred Compensation Plan represent at all times an unfunded and unsecured promise to pay money in the future. Each participant in the Deferred Compensation Plan is an unsecured general creditor of the Company with respect to deferred compensation obligations. Any amounts set aside to defray the liabilities assumed by the Company will remain the general, unpledged unrestricted assets of the Company.

  67. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The following table presents information regarding our Deferred Compensation Plan as of December 31, 2024. No withdrawals or distributions from the Deferred Compensation Plan were made in 2024.

  68. Nonqualified Deferred Compensation Table

    | Name | DCP Contributions in Last Fiscal Year ($) | Vericel Contributions in Last Fiscal Year ($) | Aggregate Earnings at fiscal Year-end ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year-End ($)(1) | | Jonathan Hopper | 46,040(1)(2) | — | 6,794 | — | 78,218 |

  69. Nonqualified Deferred Compensation Table

    | (1) $24,260 of this contribution relates to Mr. Hopper’s deferred base salary that was contributed to the Deferred Compensation Plan. The amount is reflected in the “salary” column of the 2024 Summary Compensation Table. | | (2) $21,780 of this contribution relates to Mr. Hopper’s annual cash bonus deferred and contributed to the Deferred Compensation Plan. The payout was reflected in the Non-Equity Incentive Plan Compensation column of the 2024 Summary Compensation Table. |

  70. Pension Benefits

    Pension Benefits We do not offer any defined benefit pension plans or arrangements.

  71. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control The following table sets forth aggregate estimated payment obligations to each of the named executive officers assuming a termination occurred on December 31, 2024, and using the salary in effect on such date.

  72. Potential Payments Upon a Termination or Change in Control

    | Name | Benefit | Termination w/o Cause or for Good Reason other than in connection with a Change-in-Control ($) | Termination w/o Cause or for Good Reason in connection with a Change-in-Control ($) | Termination as a Result of Death or Disability $ | | Dominick Colangelo | Severance Pay | 830,000 | 3,026,500 | — | | | Health Care Benefits | 29,757 | 44,635 | — | | | Equity Award Acceleration | 6,065,685(1) | 14,117,684(2) | 14,117,684(3) | | | Total | 6,925,442 | 17,188,819 | 14,117,684 | | Joe Mara | Severance Pay | 505,000 | 1,015,000 | — | | | Health Care Benefits | 29,757 | 29,757 | — | | | Equity Award Acceleration | — | 3,495,673(2) | 3,495,673(3) | | | Total | 534,757 | 4,540,430 | 3,495,673 | | Michael Halpin | Severance Pay | 535,000 | 1,075,400 | — | | | Health Care Benefits | 29,757 | 29,757 | — | | | Equity Award Acceleration | — | 4,194,998(2) | 4,194,998(3) | | | Total | 564,757 | 5,300,155 | 4,194,998 | | Sean Flynn | Severance Pay | 465,000 | 887,600 | — | | | Health Care Benefits | 24,126 | 24,126 | — | | | Equity Award Acceleration | — | 2,441,217(2) | 2,441,217(3) | | | Total | 489,126 | 3,352,943 | 2,441,217 | | Jonathan Hopper | Severance Pay | 475,000 | 906,800 | — | | | Health Care Benefits | 29,757 | 29,757 | — | | | Equity Award Acceleration | — | 2,441,217 | 2,441,217 | | | Total | 504,757 | 3,377,774 | 2,441,217 | | Karen Mahoney | Severance Pay | 440,000 | 836,000 | — | | | Health Care Benefits | 29,570 | 29,570 | — | | | Equity Award Acceleration | — | 826,305 | 826,305 | | | Total | 469,570 | 1,691,875 | 826,305 |

  73. Potential Payments Upon a Termination or Change in Control

    | (1) This represents the cumulative value of the equity awards that would accelerate upon a termination of employment not in connection with a Change in Control. The amount represents the difference between the closing price of our common stock on December 31, 2024, of $54.91 and the exercise price (if any) multiplied by the number of shares subject to any in-the-money options and RSUs that would accelerate. | | (2) This represents the cumulative value of the equity awards that would accelerate upon a qualifying termination of employment within 18 months following a Change in Control (or upon a Change in Control if equity awards are not assumed in such Change in Control). The amount represents the difference between the closing price of our common stock on December 31, 2024, of $54.91 and the exercise price (if any) multiplied by the number of shares subject to any in-the-money options and RSUs that would accelerate. | | (3) This represents the cumulative value of the equity awards that would accelerate upon the participants death or disability. The amount represents the difference between the closing price of our common stock on December 31, 2024, of $54.91 and the exercise price (if any) multiplied by the number of shares subject to any in-the-money options and RSUs that would accelerate. |

  74. CEO Pay Ratio

    CEO Pay Ratio Pursuant to the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our Principal Executive Officer (“PEO”), Mr. Colangelo, and the ratio of these two amounts. We believe that our compensation philosophy must be consistent and internally equitable to motivate our employees to create shareholder value. The purpose of the required disclosure is to provide a measure of pay equity within the organization. We are committed to internal pay equity, and our Compensation Committee monitors the relationship between the pay our PEO receives and the pay our non-executive employees receive. As illustrated in the table below, our 2024 PEO to median employee pay ratio was approximately 41:1.

  75. CEO Pay Ratio

    | Dominick Colangelo (PEO) 2024 Compensation | $10,237,525 | | Median Employee 2024 Compensation | $250,482 | | Ratio of PEO to Median Employee Compensation | 41:1 |

  76. CEO Pay Ratio

    We determined the median employee compensation using W-2 compensation, plus estimated bonus, the fair market value of equity grants, life and disability insurance, and the estimated value of 401(k) match (whether or not vested), for all individuals who were employed by us on December 31, 2024 (whether employed on a full-time, part-time or seasonal basis). Employees on leave of absence were included in the list and reportable wages were annualized for those employees who were not employed for the full calendar year. For the fiscal year ended December 31, 2024, we calculated the median employee’s total compensation using the same methodology that we used to calculate the total compensation for our CEO. The 2024 annual total compensation of the median employee and our CEO, respectively, were $10,237,525 and $250,482. The ratio of the 2024 annual total compensation for our CEO to that of our median employee was 41 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  77. Pay versus Performance

    Pay versus Performance Pursuant to the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are required to provide the following information regarding the relationship between executive compensation paid to our named executive officers and Vericel’s financial performance for each of the last five completed calendar years. In determining the Compensation Actually Paid (or “CAP”) to our Principal Executive Officer, who is our CEO, and our other named executive officers, we are required to make various adjustments to the amounts that have been previously reported in the Summary Compensation Table, as summarized below. The CAP amounts reflected in the table below do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable year. For information regarding decisions made by our Compensation Committee with respect to executive compensation, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.

  78. Pay versus Performance

    | | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(1) | Average Summary Compensation Table Total for Other NEOs(2) | Average Compensation Actually Paid to Other NEOs(1)(2) | Value of Initial $100 Investment Based On: | | | | | Year | | | | | Vericel TSR(3) | NASDAQ Biotechnology Index TSR(3) | Net Income ($M)(4) | Total Net Revenue ($M)(5) | | 2024 | $10,237,525 | $18,758,303 | $2,703,655 | $4,246,598 | $316 | $114 | $10 | $237 | | 2023 | $7,056,422 | $11,004,672 | $1,918,083 | $2,851,775 | $205 | $115 | $-3 | $198 | | 2022 | $8,708,367 | $905,166 | $2,398,900 | $467,192 | $151 | $111 | $-17 | $164 | | 2021 | $13,183,295 | $15,233,917 | $3,459,670 | $3,204,518 | $226 | $125 | $-7 | $156 | | 2020 | $4,412,718 | $10,300,425 | $1,158,216 | $1,740,344 | $177 | $126 | $3 | $124 |

  79. Pay versus Performance

    | (1) To calculate CAP, the following amounts were deducted from and added to the applicable Summary Compensation Table total compensation: |

  80. Pay versus Performance

    | | | CEO | | | | | | | | | | | | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | | | Summary Compensation Table Total | | 4,412,718 | | 13,183,295 | | 8,708,367 | | 7,056,422 | | 10,237,525 | | Less: | Grant Date Fair Value of Stock and Option Awards in the Covered Year | -$ | 3,218,783 | -$ | 11,819,409 | -$ | 7,288,603 | -$ | 5,513,083 | -$ | 8,680,435 | | Plus: | Fair Value at Year-End of Unvested Stock and Option Awards Granted in the Covered Year* | +$ | 5,022,331 | +$ | 6,387,501 | +$ | 4,402,751 | +$ | 5,834,763 | +$ | 8,700,718 | | Plus: | Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year* | +$ | 522,347 | +$ | 1,618,248 | +$ | 724,137 | +$ | 711,181 | +$ | 1,038,836 | | | Change in Fair Value of Unvested Stock and Option Awards Granted in Prior Years* | +$ | 3,550,577 | +$ | 1,965,721 | -$ | 3,564,080 | +$ | 1,963,617 | +$ | 4,861,123 | | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year* | +$ | 11,235 | +$ | 3,898,560 | -$ | 2,077,406 | +$ | 951,771 | +$ | 2,600,537 | | = | Compensation Actually Paid | | 10,300,425 | | 15,233,917 | | 905,166 | | 11,004,672 | | 18,758,303 |

  81. Pay versus Performance

    | | | Average of Other NEOs | | | | | | | | | | | | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | | | Summary Compensation Table Total | | 1,158,216 | | 3,459,670 | | 2,398,900 | | 1,918,083 | | 2,703,655 | | Less: | Grant Date Fair Value of Stock and Option Awards in the Covered Year | -$ | 714,993 | -$ | 2,945,499 | -$ | 1,748,862 | -$ | 1,198,907 | -$ | 2,049,743 | | Plus: | Fair Value at Year-End of Unvested Stock and Option Awards Granted in the Covered Year* | +$ | 756,348 | +$ | 1,626,544 | +$ | 1,056,425 | +$ | 1,275,999 | +$ | 2,095,233 | | Plus: | Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year* | +$ | 83,133 | +$ | 271,626 | +$ | 173,955 | +$ | 147,705 | +$ | 180,724 | | | Change in Fair Value of Unvested Stock and Option Awards Granted in Prior Years* | +$ | 636,734 | +$ | 299,760 | -$ | 902,246 | +$ | 445,775 | +$ | 832,854 | | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year* | +$ | 5,675 | +$ | 594,099 | -$ | 510,980 | +$ | 263,119 | +$ | 483,874 | | Less: | Fair Value of Stock and Option Awards Forfeited During the Covered Year* | -$ | 184,769 | -$ | 101,683 | +$ | 0 | +$ | 0 | +$ | 0 | | = | Compensation Actually Paid | | 1,740,344 | | 3,204,518 | | 467,192 | | 2,851,775 | | 4,246,598 |

  82. Pay versus Performance

    | * All stock option valuations included in “Compensation Actually Paid” values were performed using the Black-Scholes option pricing model in a manner generally consistent with the process used to determine stock option grant date fair values under ASC718 (refer to our Annual Report on Form 10-K for the year ending December 31, 2024 for additional detail). |

  83. Pay versus Performance

    | (2) The other NEOs in each covered year were as follows: | | 2024 – Joe Mara, Michael Halpin, Sean Flynn, Jonathan Hopper, Karen Mahoney; 2023 – Joe Mara, Michael Halpin, Jonathan Hopper, Sean Flynn; 2022 – Joe Mara, Michael Halpin, Sean Flynn, Jonathan Hopper; 2021 – Joe Mara, Michael Halpin, Sean Flynn, Jonathan Hopper, Sandra Pennell; 2020 – Michael Halpin, Sean Flynn, Jonathan Hopper, Gerard Michel, Sandra Pennell. |

  84. Pay versus Performance

    | (3) TSR is cumulative for the measurement period, calculated in accordance with Item 201(e) of Regulation S-K. Our TSR Peer Group are members of the NASDAQ Biotechnology Index. | | (4) Reflects net Income as shown in the Company’s Annual Report on Form 10-K for the years ending on December 31, 2024, 2023, 2022, 2021 and 2020. | | (5) Reflects total net revenue, the “company-selected measure” as shown in the Company’s Annual Report on Form 10-K for the years ending on December 31, 2024, 2023, 2022, 2021 and 2020. |

  85. Compensation Actually Paid Comparisons

    Compensation Actually Paid Comparisons The relationship between CAP and the financial performance elements reflected in the above Pay versus Performance table are described in the below charts: Compensation Actually Paid versus TSR 2020-2024 Compensation Actually Paid versus Net Income 2020-2024 Compensation Actually Paid versus Revenue 2020-2024

  86. Compensation Actually Paid Comparisons

    | Audit Matters |

  87. Cap on Annual Director Compensation

    Cap on Annual Director Compensation The aggregate value of all awards granted to any non-employee director during any single calendar year plus the aggregate amount of all cash earned and paid or payable to such non-employee director for services rendered as a non-employee director for the same year shall not exceed $800,000; provided, however, that with respect to the Chairman of the Board of Directors, the lead independent director, or any newly-elected non-employee director in his or her first calendar year of service, such amount shall not exceed $1,000,000.