AGM 2026

Apr 29, 2026

Welcome to the 2026 annual meeting of shareholders of Vericel Corporation. All lines have been placed on mute to prevent background noise. I would now like to turn the call over to our Chairman of the Board, Dr. Robert Zerbe. Please go ahead. Good morning, and welcome to Vericel Corporation's 2026 annual meeting of shareholders. I'm Robert Zerbe, Chairman of Vericel's Board of Directors, and I will act as the chairman of the meeting today. As we've done in recent years, Vericel is conducting its 2026 annual meeting in a virtual format. This virtual meeting is being held pursuant to Michigan law, Vericel's bylaws, and the notice of the annual meeting that was distributed to all of the company shareholders. Sean Flynn, the company secretary, will record the minutes of the meeting. Francis Aaron of Broadridge Financial Solutions has been appointed Inspector of Elections for the meeting. The Inspector of Elections has signed the oath of office, which will be filed with the minutes of this meeting. In accordance with the agenda for today's meeting, we will conduct the business portion of our meeting first, and after the formal meeting is concluded, we will allow time for appropriate questions that are germane to today's proceedings. Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. In terms of voting, if a shareholder who is joining us today after registering their presence through the web portal has not yet voted or would like to change their vote, that individual will have an opportunity to do so once the polls open following the formal presentation of today's business. It's now shortly after 9:00 A.M. Eastern Standard Time on April 29th. This meeting is now officially called to order. At this time, I would like to acknowledge the other members of the Board of Directors of the company who are present today, Nick Colangelo, Vericel's President and Chief Executive Officer, Alan Rubino, Heidi Hagen, Kevin McLaughlin, Paul Wotton, and Lisa Wright. I'd also like to acknowledge members of the company's Senior Management Team who are also joining us today. Mike Halpin, Chief Operating Officer, Joe Mara, Chief Financial Officer, Sean Flynn, Chief Legal Officer, Roland DeAngelis, Chief Marketing Officer, Jonathan Hopper, Chief Medical Officer, Karen Mahoney, Chief Human Resources Officer, Michael Gilligan, Senior Vice President of Sales, Patrick Fowler, Senior Vice President of Corporate Development and Strategy, and Jonathan Segal, Vice President Corporate Controller and Principal Accounting Officer. Also joining us today is a representative from our independent auditor, PricewaterhouseCoopers LLP, Kenneth Richardson. Finally, I would also like to acknowledge the representative from our outside legal counsel, King & Spalding LLP, Keith Townsend. At this time, I will ask for a report on the quorum from our corporate secretary. Mr. Flynn? Mr. Chairman, the notices of this meeting and accompanying proxy materials were furnished to each shareholder who was a holder of record at the close of business on March 6, 2026, the record date for this meeting. There were 50,931,598 shares of common stock outstanding on the record date, and only holders of common stock on the record date are entitled to vote at this meeting. I have conferred with the Inspector of Elections, Mr. Aron, and he has informed me that holders of approximately 48,268,633, or 95% of the shares outstanding on the record date are participating in the meeting today, either on behalf of themselves or by proxy, which constitutes more than a majority of the outstanding common stock. Therefore, a quorum is present, and the shareholders are authorized to transact business during this meeting. Thank you, Mr. Flynn. At this time, we will consider the items of business set forth in the proxy notice for this meeting. The first matter to be considered at today's meeting is the election of nominees to our board of directors. The board has nominated the following 7 directors: Dominick Colangelo, Alan Rubino, Heidi Hagen, Robert Zerbe, Kevin McLaughlin, Lisa Wright, and Paul Wotton. Each to stand for election at this meeting to serve 1-year terms expiring at the 2027 annual meeting of shareholders or until his or her successor has been elected and qualified. In accordance with the company's bylaws, additional board nominees by shareholders must be submitted to the company in advance of the annual meeting. Mr. Secretary, did the company receive any board nominations from the shareholders? No nominations were received. Thank you. Since no additional nominations were received, the nominations are closed. The second matter to be considered at the meeting today is the approval on an advisory basis of the compensation of our named executive officers. The third matter to be considered at the meeting today is the ratification of the appointment of PricewaterhouseCoopers LLP as Vericel's independent registered public accountants for the fiscal year ending December 31st, 2026. The polls are now open. Any shareholder who hasn't yet voted or wishes to change their vote may do so now by clicking on the voting button on the web portal and following the instructions. Please note that if you have already returned your proxy, there's no need to vote now unless you wish to change your vote. We'll pause the meeting for about 30 seconds to allow time for voting. The polls are now closed. Mr. Secretary, has the Inspector of Elections tallied the ballots? Mr. Chairman, I have conferred with the Inspector of Elections. The votes have been tallied. We will now hear the report regarding the results of the voting. I have received the report of the Inspector of Elections. With respect to Proposal 1, that report indicates that a plurality of the shares present were represented and entitled to vote were voted in favor of the election of the persons nominated, each for a 1-year term that will expire at next year's annual meeting of shareholders. Therefore, I report that Dominick Colangelo, Alan Rubino, Heidi Hagen, Robert Zerbe, Kevin McLaughlin, Lisa Wright, and Paul Wotton have each been elected to serve 1-year terms expiring at the 2027 annual meeting of shareholders. With respect to Proposal 2, the inspector's report indicates that a majority of the shares present were represented and entitled to vote were cast in favor of this proposal. Therefore, I report that the compensation of the company's named executive officers has been approved. With respect to Proposal Three, the inspector's report indicates that a majority of the shares present were represented and entitled to vote were cast in favor of this proposal. Therefore, I report that the appointment of PricewaterhouseCoopers LLP as Vericel's independent registered public accountants has been ratified for the fiscal year ending December 31, 2026. The final vote tally for these matters will be included in the report of the Inspector of Elections and will be reported in a current form on Form 8-K to be filed by the company. To give all shareholders the opportunity to consider items coming before a shareholders meeting and to allow the company to present those proposals in its proxy's materials, the company's bylaws require advanced notice of agenda items to be proposed by shareholders. The company has not received any request from shareholders for consideration of additional items at this meeting. The formal business portion of our annual meeting of shareholders has concluded. At this time, may I hear a motion for adjournment? Moved. Seconded. This ends the formal portion of our annual meeting. I'll now turn the meeting over to Vericel's President and CEO, Nick Colangelo. Thank you, Bob. In accordance with the agenda for today's meeting, we've set aside time for shareholders to provide written questions germane to today's proceedings, submitted in accordance with the rules of conduct. There being no such questions at this time, on behalf of the Board of Directors and the entire Management Team, I'd like to thank you for your support and for joining us today. Have a great day. The meeting is now concluded. Thank you all for joining. You may now disconnect.