VERICEL CORPORATION

VERICEL CORPORATION - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

VERICEL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Transforming lives through the power of
innovative cell therapies and specialty biologics





	Message from Our President and Chief Executive Officer

“As we look to 2025, we expect another year of strong revenue growth and further improvement of our strong profitability metrics, driven by the continued strength of our core MACI business, our first full year of MACI Arthro, and the continued uptake of NexoBrid.”

Dear Shareholder:

Vericel delivered another strong year of financial and business results in 2024, generating top-tier revenue growth and even higher growth in our profitability metrics. For the second consecutive year, total revenue increased by at least 20% to more than $237 million, with MACI^®revenue growing approximately 20% to more than $197 million, and adjusted EBITDA increasing 58% to $53.4 million. We also delivered another year of strong margin expansion, achieving gross margins of 73%. Importantly, the Company’s strong commercial and financial performance resulted in the Company achieving full-year GAAP profitability for 2024, including $19.8 million of net income in the fourth quarter. Ultimately, our Company’s strong financial profile allowed us to end 2024 with approximately $167 million in cash, restricted cash and investments despite completely self-funding the construction of our new headquarters and manufacturing facility. Our new facility, which was substantially completed at year-end, will help support the Company’s future growth and allow us to potentially commercialize MACI in other geographies.

Our commercial team continued to execute extremely well in 2024, and MACI’s continued upward trajectory was again driven by strong business fundamentals. During the fourth quarter, the Company experienced the highest number of MACI implants, implanting surgeons, surgeons taking MACI biopsies and biopsies in any quarter since the launch of the product. Our 2024 MACI performance was aided, in part, by the commercial launch of MACI Arthro™ following the FDA’s 2024 approval of a supplemental Biologics License Application adding instructions for the arthroscopic delivery of MACI to the product’s approved labelling. MACI Arthro’s regulatory approval was a significant milestone for the Company, and for patients and surgeons, as we believe MACI Arthro will increase the ease of MACI’s use for physicians and 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. With MACI Arthro’s launch, we have expanded our target surgeon base from 5,000 to approximately 7,000 surgeons, to include surgeons that perform high volumes of cartilage repair predominantly through arthroscopic procedures. We have seen significant interest and engagement among both our historical MACI customers, as well as the incremental 2,000 high-volume arthroscopy surgeons that have been added to our surgeon base. Through February 2025, we have trained approximately 250 surgeons on the technique and MACI Arthro implant procedures have already been conducted by surgeons from across our customer base.

We also made considerable progress during 2024 on our MACI clinical development program for the treatment of cartilage injuries in the ankle and we remain on track to initiate a MACI Ankle™ clinical study in 2025. Cartilage defects in the ankle represent the next largest market opportunity for MACI and we believe that a potential ankle indication, with an estimated $1 billion addressable market, could be another significant growth driver for MACI in the years ahead.

During 2024, our Burn Care franchise achieved total revenue of $39.9 million, representing year-over-year growth of 22%. We were pleased to see the strong utilization of Epicel^®, which continues to be an important component of a burn surgeon’s armamentarium for treatment of the most severely burned patients in the United States. NexoBrid completed its first full year of commercialization since its launch during the fourth quarter of 2023, and the Burn Care commercial team made significant strides in ensuring the product’s uptake across the country, with more than 50 burn centers purchasing NexoBrid during the first year of launch. NexoBrid finished the year particularly strong, with fourth quarter hospital orders increasing 42% sequentially over the previous quarter. NexoBrid’s addition to our commercial portfolio significantly expands the segment of hospitalized burn patients in the U.S. that we will be targeting moving forward, and we believe that this larger share of voice in the burn care market will drive both NexoBrid uptake and increased Epicel utilization. Our medical and regulatory teams were also successful in achieving FDA approval of a pediatric indication for NexoBrid during 2024, which now allows the availability of this important product to treat children suffering from severe burns.

Overall, the Company delivered a strong financial performance and enhanced value for our shareholders during 2024, exiting the year with a great deal of momentum across the business. As we look to 2025, we expect another year of strong revenue growth and further improvement of our strong profitability metrics, driven by the continued strength of our core MACI business, our first full year of MACI Arthro, and the continued uptake of NexoBrid. Given the momentum in our business, the significant market opportunities for our products and our strong financial profile, we believe that Vericel is very well-positioned for sustained long-term growth in the years ahead.

On behalf of our executive leadership team and Board of Directors, I would like to thank our patients who inspire us, our employees for their dedication, and our customers and shareholders for your continued support. We look forward to continued success in 2025 and in the years ahead.

Sincerely,

Dominick Colangelo
President and Chief Executive Officer

Message from Our President and Chief Executive Officer 2





	Notice of Virtual Annual Meeting of Shareholders

Background

DATE AND TIME

April 30, 2025, at 9:00 a.m.
Eastern Time

LOCATION

Via a live audio webcast at
www.virtualshareholdermeeting.com/VCEL2025

WHO CAN VOTE

You may vote at the Annual Meeting if you were a shareholder of record at the close of business on March 7, 2025

Voting Items

Page 20

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

FOR each director nominee

Page 45

To approve, on an advisory basis, the compensation of our named executive officers

FOR

Page 68

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025

FOR

Page 70

To approve the adoption of our Amended and Restated 2022 Omnibus Incentive Plan

FOR

Page 78

To approve the adoption of our Amended and Restated 2015 Employee Stock Purchase Plan

FOR

Dear Shareholder of Vericel Corporation:

You are cordially invited to attend the Virtual Annual Meeting of Shareholders of Vericel Corporation (the “Annual Meeting”), a Michigan corporation. The Annual Meeting will be held on Wednesday, April 30, 2025, at 9:00 a.m. Eastern Time, via a live audio webcast at www.virtualshareholdermeeting.com/VCEL2025. A list of shareholders entitled to vote at the Annual Meeting will be available for inspection by any shareholder at our offices in Burlington, Massachusetts during ordinary business hours for a period of 10 days prior to the meeting. This list will also be available for shareholders to view online at the time of the meeting.

Shareholders will also consider such other business as may properly come before the Annual Meeting and any adjournment thereof.

By Order of the Board of Directors,

Sean Flynn
Chief Legal Officer
Burlington, Massachusetts
March 20, 2025

Voting Methods

INTERNET OR TELEPHONE

Follow the instructions on your proxy card and at www.proxyvote.com

MAIL

Vote, sign and return the proxy card to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717

ONLINE AT THE ANNUAL MEETING

www.virtualshareholdermeeting.com/
VCEL2025

If you attend the Annual Meeting, you may vote during the meeting even if you have previously voted via the Internet, by telephone, or by returning your proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VERICEL 2025 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2025

The Notice of Virtual Annual Meeting of Shareholders, Proxy Statement, proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available at www.vcel.com by following the link for “Investor Relations.” To obtain more information concerning how to attend the Annual Meeting via the live audio webcast, please contact Vericel Corporation at (617) 588-5555.

Whether or not you plan to attend the Annual Meeting, please promptly complete your proxy as indicated above in order to ensure representation of your shares. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed in your Notice and in this Proxy Statement.





	Table of Contents

SEC Form DEF 14A filed by Vericel Corporation