DEF 14A of Axogen, Inc., Apr 24, 2024

DEF 14A of Axogen, Inc.

Filed Apr 24, 2024 · FY20230000805928-24-000066

Open on EDGAR

  1. PROXY STATEMENT

    | CEO Pay Ratio Disclosure | 57 | | Grants of Plan-Based Awards | 47 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 49 | | Option Exercises and Stock Vested | 50 | | Potential Payments Upon Termination or Change in Control | 50 | | Employment Agreements | 41 | | DIRECTOR COMPENSATION | 64 | | REPORT OF THE AUDIT COMMITTEE | 65 | | PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 66 | | Independent Registered Public Accounting Firm | 66 | | Information Regarding Independent Registered Public Accounting Firm | 66 | | PROPOSAL 3 – NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 67 | | PROPOSAL 4 - APPROVAL OF THE AXOGEN, INC. THIRD AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER FROM 8,000,000 TO 10,500,000 | 68 | | PROPOSALS FOR OUR 2025 ANNUAL MEETING | 75 | | ANNUAL REPORT ON FORM 10-K | 76 | | “HOUSEHOLDING” OF PROXY MATERIALS | 76 | | OTHER MATTERS | 77 | | APPENDIX A | A |

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS At the Meeting, shareholders will vote on the election of nine director nominees: Karen Zaderej, Amy Wendell, William Burke, John H. Johnson, Alan Levine, Guido Neels, Paul Thomas, Dr. Joseph Tyndall, and Kathy Weiler. Following a review of the composition of the Board of Directors, the Governance, Nominating, and Sustainability Committee of the Board of Directors has determined not to re-nominate Gregory Freitag for re-election to our Board of Directors. Following the Meeting, the size of the Board of Directors will be reduced from ten to nine directors. Our Corporate Governance Guidelines provide that directors who have reached 75 years of age volunteer to not stand for re-election. In compliance with this policy, Mr. Neels volunteered not to stand for re-election. However, the Board of Directors determined that it is desirable and in the best interest of the Company to have Mr. Neels continue to serve on the Board of Directors due to his skills and expertise and in consideration of Board of Directors continuity. Our Board of Directors has nominated each continuing director to serve a one-year term commencing at the Meeting and until each director’s successor is duly elected and qualified. Ms. Weiler was appointed as a director on December 20, 2023. In the event that any nominee becomes unable or unwilling to serve as a director for any reason, the persons named in the enclosed proxy will vote for a substitute nominee in accordance with their best judgment. Our Board of Directors has no reason to believe that any nominee will be unable or unwilling to serve as a director if elected. Proxies cannot be voted for a greater number of persons than the number of nominees named. Biographical information for each director nominee is included below. Included at the end of each director’s biography is a description of the particular experience, qualifications, attributes or skills that led our Board of Directors to conclude that each of these director nominees should serve as a member of our Board of Directors.

  3. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Name | Age | Position(s) | | Karen Zaderej | 62 | Chairman, Chief Executive Officer and President | | Amy Wendell | 63 | Director | | William Burke | 55 | Director | | John H. Johnson | 66 | Director | | Alan Levine | 56 | Director | | Guido Neels | 75 | Director | | Paul Thomas | 68 | Director | | Joseph Tyndall, MD, MPH, FACEP | 55 | Director | | Kathy Weiler | 54 | Director |

  4. PROPOSAL 1 – ELECTION OF DIRECTORS

    Karen Zaderej joined Axogen Corporation in May 2006. Ms. Zaderej has served as Axogen’s President, Chief Executive Officer (“CEO”), and a member of our Board of Directors since September 2011 and the Chairman of our Board of Directors since May 2018. Ms. Zaderej intends to retire from her role as the Chief Executive Officer by January 2025. Since May 2010, she has served as the Chief Executive Officer of Axogen’s wholly owned subsidiary, Axogen Corporation, and a member of the Board of Directors of Axogen Corporation. Ms. Zaderej joined Axogen Corporation in May 2006 and served as Vice President of Marketing and Sales from May 2006 to October 2007 and as Chief Operating Officer from October 2007 to May 2010. From October 2004 to May 2006, Ms. Zaderej worked for Zaderej Medical Consulting, a consulting firm she founded, which assisted medical device companies in building and executing successful commercialization plans. From 1987 to 2004, Ms. Zaderej worked at Ethicon, Inc., a Johnson & Johnson company, where she held senior positions in marketing, business development, research & development, as well as ran a manufacturing business. Ms. Zaderej is a member of the University of Tampa Board of Trustees and serves on the Board of Directors for EyePoint Pharmaceuticals, Inc. (NASDAQ: EYPT). Ms. Zaderej has an M.B.A. from the Kellogg Graduate School of Business and a B.S. in Chemical Engineering from Purdue University. Ms. Zaderej’s qualifications to serve on our Board of Directors include her leadership and depth of knowledge about the nerve repair market, her extensive experience in the medical device industry, and her financial and management expertise. Amy Wendell has served as a member of our Board of Directors since September 2016 and Lead Director since May 2018. She was a senior advisor for the healthcare investment banking practice of Perella Weinberg Partners (“PWP”) from January 2016 through April 2019. Her scope of responsibilities involved providing guidance and advice with respect to mergers and acquisitions and divestitures for clients and assisting PWP in connection with firm-level transactions. From 2015 until October 2018, Ms. Wendell served as a senior advisor for McKinsey and Company’s (“McKinsey”) strategy and corporate finance practice and as a member of McKinsey’s transactions advisory board to help define trends in mergers and acquisitions, as well as help shape McKinsey’s knowledge agenda. From 1986 until January 2015, Ms. Wendell held various roles of increasing responsibility at Covidien plc (“Covidien”) (including its predecessors, Tyco Healthcare and Kendall Healthcare Products), including in engineering, product management and business development. Most recently, from December 2006 until Covidien’s acquisition by Medtronic plc in January 2015, Ms. Wendell served as Covidien’s Senior Vice President of Strategy and Business Development, where she managed all business development, including acquisitions, equity investments, divestitures and licensing/distribution, and led Covidien’s strategy and portfolio management initiatives. Ms. Wendell is a member of the board of directors of Hologic, Inc. (Nasdaq: HOLX), a leading developer, manufacturer and supplier of premium diagnostic products, medical imaging systems and surgical products with a strong position in women’s health, Baxter International, Inc. (NYSE: BAX), a leading global medical products company, and Solventum Corp. (NASDAQ SOLV) the recent healthcare spin-off of 3M. Ms. Wendell holds a M.S. in biomedical engineering from the University of Illinois and a B.S. in mechanical engineering from Lawrence Institute of Technology (n/k/a Lawrence Technological University). Ms. Wendell’s qualifications to serve on our Board of Directors include her broad healthcare management and governance experience, her knowledge of healthcare policy. William Burke has served as a member of our Board of Directors since July 2022. Mr. Burke was the Chief Financial Officer from January 2023 to May 2023 for ViewRay, Inc. (NASDAQ: VRAY), which filed Chapter 11 bankruptcy in July 2023, and Chapter 7 in October 2023. Previously, Mr. Burke, was the Executive Vice President, Chief Financial Officer of Haemonetics Corp. from August 2016 to June 2022 and was responsible for the global finance organization including investor relations. From July 2014 to July 2016, Mr. Burke served as Chief Integration Officer and Vice President, Integration for Medtronic plc (NYSE: MDT), a global healthcare products company, and was a member of its Executive Committee. In that role, Mr. Burke was responsible for ensuring the successful integration of Medtronic with Covidien plc, a global healthcare company, following its acquisition by Medtronic. Prior to joining Medtronic, Mr. Burke spent more than 20 years in finance and business development leadership roles at Covidien, including Chief Financial Officer for Covidien Europe based in Zurich, Vice President of Corporate Strategy and Portfolio Management and Vice President of Financial Planning and Analysis. Previously, Mr. Burke also held key positions within Tyco Healthcare, including the Financial Controller of Valleylab, Managing Director of the Covidien Group in Switzerland, and International Controller. He also recently served as a member of the Board of Directors of MiroMatrix (NASDAQ CM: MIRO) until December 2023. He began his career as an auditor with KPMG. Mr. Burke received a Bachelor of Science degree in Business Administration from Bryant College. Mr. Burke’s qualifications to serve on our Board of Directors include his extensive executive leadership and finance experience, his experience as a director of publicly traded companies and expertise in financial reporting oversight. John H. Johnson has served as a member of our Board of Directors since July 2021. He currently serves as Chief Executive Officer and Board Director of Reaction Biology, and has served as the Chief Executive Officer of Strongbridge Biopharma plc., a company focused on building a portfolio of vertical, therapeutically-aligned rare disease franchises, from July 2020 to October 2021, when it was sold to Xeris Biopharma Holdings, Inc. (NASDAQ: XERS). He also served as Strongbridge Biopharma's Executive Chairman from March 2015 to November 2019. Mr. Johnson previously served as the Chief Executive Officer of Melinta Therapeutics, a commercial stage company developing and commercializing novel antibiotics, from 2018 to 2020. He served as Chairman and Chief Executive Officer of Dendreon Corporation from 2012 to 2014. Mr. Johnson previously held various senior positions with Eli Lilly & Company, ImClone Systems, Inc., Johnson & Johnson, and Centocor Ortho Biotech. Mr. Johnson currently on the Board of Directors of Xeris (NASDAQ: XERS) and Verastem (NASDAQ: VSTM).Mr. Johnson resigned from his role as the non-executive chairman of the Board of Directors for Autolus Therapeutics plc., effective April 1, 2024. Mr. Johnson received his B.S. from University of Pennsylvania East Stroudsburg. Mr. Johnson's qualifications to serve on our Board of Directors include his considerable leadership experience and specific knowledge of the healthcare industry.

  5. PROPOSAL 1 – ELECTION OF DIRECTORS

    Alan Levine has served as a member of our Board of Directors since May 2019. Since February 2018, Mr. Levine has been the Chairman, President, and Chief Executive Officer of Ballad Health, an integrated healthcare delivery system. From January 2014 to January 2018, he served as the President and Chief Executive Officer of Mountain States Health Alliance, the largest health system in upper east Tennessee and southwest Virginia. He served as a Senior Advisor to the Board of Directors, President of the Florida Group and Corporate Senior Vice President during his tenure from July 2010 to January 2014 at Health Management Associates, a hospital and healthcare facilities operator. From January 2008 to July 2010, Mr. Levine served as Senior Health Policy Advisor to Louisiana Governor Bobby Jindal, and as the Secretary of the Louisiana Department of Health and Hospitals on the Governor’s cabinet. He was the President and Chief Executive Officer of the North Broward Hospital District, one of the largest public health and hospital systems in the nation, from July 2006 to January 2008. He also served as the Secretary of the Florida Agency for Health Care Administration, the health planning and regulatory agency for the State of Florida with responsibility for the oversight of more than 30,000 healthcare facilities, and the $17 billion state Medicaid program, from June 2004 to July 2006. Mr. Levine served as the Deputy Chief of Staff and Senior Health Policy Advisor to Governor Jeb Bush from January 2003 to June 2004. Mr. Levine holds an M.B.A., M.S. in Health Science, and B.S. in Health Education/Community Health from the University of Florida. Mr. Levine currently serves on the Board of Governors of the State University System of Florida, where he has served as Chair of the Audit and Compliance Committee, Chair of the Research and Academic Excellence, Committee and Chair of the Select Committee on 2+2 Education Attainment. Mr. Levine also served as Chair of the State of Florida Higher Education Coordinating Council, a policy-setting body composed of all education entities from K-Post Secondary. Mr. Levine’s qualifications to serve on our Board of Directors include his broad healthcare management, policy and regulation and patient care delivery knowledge, executive level experience with integrated healthcare delivery systems and his knowledge as to budgeting and financial reporting. Guido Neels has served as a member of our Board of Directors since August 2015. Mr. Neels has been an operating partner of EW Healthcare Partners L.P. (“EW”) since February 2013. Mr. Neels joined EW as a Partner in August 2006, was promoted to Managing Director in 2008 and served in that position until being appointed to Operating Partner. From May 2004 until retiring in November 2005, Mr. Neels served as Chief Operating Officer of Guidant Corporation (“Guidant”), a world leader in the development of cardiovascular medical products, where he was responsible for the global operations of Guidant’s four operating units – Cardiac Rhythm Management, Vascular Intervention, Cardiac Surgery, and Endovascular Solutions. From December 2002 to May 2004, Mr. Neels was Group Chairman, Office of the President at Guidant, responsible for worldwide sales operations, corporate communications, corporate marketing, investor relations and government relations. From January 2000 to December 2002, Mr. Neels was President of Guidant for Europe, Middle East, Africa and Canada. Mr. Neels previously served as Vice President of Global Marketing for Vascular Intervention and as Managing Director for German and Central European operations. From 1982 to 1994, until Guidant was spun off as an independent public company from Eli Lilly and Co., Mr. Neels held general management, sales and marketing positions at Eli Lilly in the United States and Europe. From 1972 to 1980, he held positions in information technology, finance and manufacturing at Raychem Corporation in Belgium and the United States. Mr. Neels currently serves on the board of directors of Bioventus LLC, a portfolio company of Essex Woodlands. In addition, Mr. Neels also serves on the board of directors for Christel House International and Amici Lovanienses, both not-for-profit organizations. Mr. Neels holds an M.B.A. from Stanford University and a business engineering degree from the University of Leuven in Belgium. Mr. Neels’ qualifications to serve on our Board of Directors include his extensive leadership experience in the medical device and biotechnology industries and his expertise in the commercialization of medical devices, corporate governance and the financial markets. Paul Thomas has served as a member of our Board of Directors since September 2020. Mr. Thomas has more than 30 years of experience in the medtech industry and currently serves as the CEO and Co-Founder of Prominex, Inc. Mr. Thomas also served as the CEO of Roka Bioscience from 2009 to 2017. Prior to that, Mr. Thomas served as Chairman and CEO of LifeCell Corporation from 1998 until it was acquired by KCI in 2008 in a transaction valued at $1.8 billion. He also held various senior positions, including President of the Pharmaceutical Products Division, during his tenure of 15 years with Ohmeda, Inc. Mr. Thomas served on the Board of Directors of Abiomed,Inc. from June 2011 to December 2023. He also served on the Board of Directors on Surgalign Spine Technologies, Inc. including its predecessor company, RTI, from May 2016 to September 2023. Mr. Thomas received his Master of Business Administration degree from Columbia University Graduate School of Business and completed his post graduate studies in Chemistry at the University of Georgia Graduate School of Arts and Science. He received his Bachelor of Science degree in Chemistry from St. Michael’s College. Mr. Thomas’ qualifications to serve on our Board of Directors include his extensive executive leadership and financial experience, particularly in connection with rapid growth technology businesses, and his experience as a director of publicly traded companies.

  6. PROPOSAL 1 – ELECTION OF DIRECTORS

    Dr. Joseph Tyndall has served as a member of our Board of Directors since December 2022. Since July 1, 2021, Dr. Tyndall has been a professor, Executive Vice President for Health Affairs and Dean at the Morehouse School of Medicine. Prior to Morehouse School of Medicine, Dr. Tyndall served as professor and chair of the Department of Emergency Medicine at the University of Florida College of Medicine from 2008 until his departure from UF in 2021. During his tenure at UF, Dr. Tyndall was appointed interim dean of the College of Medicine from August 2018 to January 2021 and was subsequently appointed to the position of associate vice president for strategic and academic affairs for UF Health in Gainesville, Florida, before his recruitment to Morehouse School of Medicine. Dr. Tyndall served on the Board of Directors of UF Health Shands Hospital at the University of Florida from 2010 to 2021 and was chair of the Board of Trustees for the UF Health Proton Therapy Institute during his tenure as interim dean. Dr. Tyndall served on the Board of Directors of the Florida College of Emergency Physicians from 2011 to 2021, serving as the society's president from 2018 to 2019. Dr. Tyndall is currently a member of the Board of Directors of Grady Health System in Atlanta, Georgia. Also, Dr. Tyndall is a trustee and immediate past president of the Society for Academic Emergency Medicine Foundation, which is emergency medicine’s national foundation supporting education and research in emergency care. Dr. Tyndall is a graduate of the University of Maryland School of Medicine and the emergency medicine residency program at the University of Maryland Medical System, where he served as Chief Resident. Dr. Tyndall received his master's degree in Health Services Management and Health Policy from Columbia University and a bachelor's degree in Chemistry from The George Washington University. Dr. Tyndall is an elected member of the Alpha Omega Alpha Honor Society and the Gold Humanism Honor Society. Dr. Tyndall is the current president of the Society for Academic Emergency Medicine Foundation and was also recently elected to serve a two-year term on the administrative board of the Council of Deans of the Association of American Medical College. Dr. Tyndall has published and lectured extensively nationally and internationally in emergency medicine and has active research interests in acute brain injury. Dr. Tyndall is an editor of the 10th edition of a leading textbook in emergency medicine, Rosen’s Emergency Medicine; Concepts and Clinical Practice. Dr. Tyndall's qualifications to serve on our Board of Directors include his extensive experience with the field of emergency medicine, knowledge of the healthcare industry and medical systems, considerable leadership experience, and deep engagement with topics within health services research. Kathy Weiler has served as a member of our Board of Directors since December 2023. Ms. Weiler has served as the Executive Vice President, Chief Commercial and Growth Officer of Amwell (NYSE: AMWL) since June 2023 and oversees Amwell’s growth strategy, driving strategic initiatives and leading business development, sales and account management, commercial enablement, marketing, and strategic and channel partnership teams. Prior to Amwell, Ms. Weiler served as Chief Consumer Officer at Optum, where she led consumerism across the enterprise. Preceding that, Ms. Weiler was Chief Consumer Strategy Officer at UnitedHealth Group and the Chief Marketing and Experience Officer of Optum Health, leading marketing efforts for Optum Care and Optum’s Population Health Solutions, Complex Care Management, Medical Benefits Management, Behavioral Health, Prevention and Financial Services businesses. Ms. Weiler also served as Chief Marketing and Product Officer at Blue Cross and Blue Shield of Massachusetts, where she drove strategic growth and retention business objectives. Ms. Weiler spent her earlier career with multiple financial services organizations. Ms. Weiler was Chief Marketing Officer of Fidelity Investments FAS business and held senior marketing leadership roles at BNY Mellon/Pershing and The Hartford. Ms. Weiler holds a B.A. from Bowdoin College and an M.A. in International Economics and Finance from Brandeis University. Ms. Weiler's qualifications to serve on our Board of Directors include her extensive experience in marketing in the healthcare industry and considerable leadership experience. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NINE DIRECTOR NOMINEES, WHICH IS DESIGNATED AS PROPOSAL NO. 1.

  7. Corporate Governance Guidelines

    Corporate Governance Guidelines Our Board of Directors adopted and approved a set of Corporate Governance Guidelines. The guidelines set forth the practices our Board follows with respect to, among other things, the composition of the Board and Board committees, director responsibilities, director continuing education, and performance evaluation of the Board. The guidelines are posted on our website at http://ir.axogeninc.com/governance-docs. Some of the governance practices included in the Corporate Governance Guidelines are as follows: Protections Against Overboarding To ensure that our directors are not over committed and have sufficient time to fulfill their duties and responsibilities on our Board of Directors effectively, directors are required to limit the number of other public company boards on which they serve in consideration of ISS, Glass Lewis, and other relevant constituents’ guidelines, so that they are able to devote adequate time to their duties to the Company, including preparing for and attending meetings. Prior to accepting or resigning from any position on the board of directors of any organization, whether for-profit or not-for-profit, current directors are required to notify the Governance, Nominating, and Sustainability Committee, such as the recent notification from Mr. Johnson of his resignation as the non-executive chairman of the Board of Directors for Autolus Therapeutics plc., effective April 1, 2024. The Governance, Nominating, and Sustainability Committee may take into account the nature of, and time involved in a director’s service on other boards and/or committees in evaluating the suitability of a director’s service on the Board of Directors. Resignation Offered at Age 75 Longer serving directors have valuable insight about our business, operations, history, policies and objectives. Our Board of Directors does not currently believe that a mandatory retirement age for directors is appropriate, and that continued service by a particular director may be in the best interests of the Company and our shareholders. However, as set forth in the Governance, Nominating and Sustainability Committee charter, when a director reaches the age of 75 years, such director should volunteer to not stand for re-election and, in the event that such director remains on the Board of Directors, such director should continue to volunteer to not stand for re-election in each and every year following the attainment of the age of 75. In compliance with this policy, Mr. Neels volunteered not to stand for re-election at the Meeting. However, due to his skills and expertise, and in consideration of Board of Directors continuity, the Board of Directors determined that it is desirable and in the best interest of the Company to have Mr. Neels continue to serve on the Board of Directors. Director Approval Our directors are elected by a plurality vote, votes cast by the shareholders entitled to vote at the Meeting. A plurality vote means that the directors who receive the most votes in an election, though not necessarily a majority, will be elected. However, pursuant to our Corporate Governance Guidelines, directors who receive more “withhold” votes than “for” votes will be required to tender their resignation, which the Board will be required to consider. The Board will consider the resignation and determine within sixty (60) days of the certification of the shareholder vote whether to accept such resignation. If the Board determines not to accept the resignation, the Board’s determination and reasons for not accepting the resignation will be reported on a Form 8-K.

  8. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY Business Highlights We are the leading company focused specifically on the science, development and commercialization of technologies for peripheral nerve regeneration and repair. Our focus is on delivering solutions that repair nerve function and improve the quality of life for patients with peripheral nerve injuries. We offer a range of innovative, clinically proven and cost-effective repair solutions for surgeons and healthcare providers. In 2023 we experienced strong top line growth, especially in the second half when we saw hospital patterns normalize and a continued momentum in our scheduled procedures. Full year 2023 revenue increased 14.7% compared to 2022, while maintaining high gross margins. Notably, we achieved this while holding the number of direct sales representatives relatively flat compared to 2022. Our growth in 2023 is attributed to our progress in executing on our market development strategy, which includes five key pillars: 1) growing our body of clinical evidence; 2) building market awareness; 3) educating surgeons; 4) executing our sales plan; and 5) expanding our product pipeline and applications. 1. Growing our body of clinical evidence We remain committed to developing the clinical evidence to demonstrate safety, performance, and utility of our nerve repair solutions to support the continued adoption of the Axogen algorithm across our full portfolio of products. •In 2023, we achieved significant data milestones, underpinning our commitment to advancing the field of peripheral nerve repair: ◦Launched COVERED, a new prospective, multi-center clinical study evaluating Axoguard HA+ Nerve Protector in first revision cubital tunnel decompression. ◦Completion of patient enrollment and follow-up in RANGER clinical arm studying the utilization, evaluation, outcome of Avance Nerve Graft in peripheral nerve injury repair. ◦Completion of patient enrollment and follow-up outcomes data for nerve autograft and manufactured conduit repairs. •We ended 2023 with 245 peer-reviewed clinical publications featuring Axogen's nerve repair product portfolio. In January 2024, we reported positive topline results from REPOSE clinical study comparing standard-of-care neurectomy of symptomatic neuroma to neurectomy and protection of the terminated nerve end with Axoguard Nerve Cap®. 2. Building market awareness We continue to drive market penetration and share by increasing awareness, among patients and surgeons, of the impacts of nerve damage, and our portfolio of nerve repair solutions that is aimed at improving patients’ quality of life. Our resensation.com and rethinkpain.com websites are designed to empower patients to advocate for better quality of life outcomes when seeking relief from their nerve injuries. 3. Educating surgeons Our professional education team has been successful in developing new customers and driving revenue growth. This has been achieved through increased surgeon adoption of the Axogen algorithm for nerve repair and product penetration by rolling out surgeon training programs combined with our marketing initiatives. These efforts have included exceeding our initial goal of training 25 additional surgical teams on techniques in implant-based Resensation® and having more than 39 teams trained during the year ended December 31, 2023. Additionally, we are improving the adoption of our nerve repair techniques and our products through the continued use of educational conferences and presentations, surgical resident and fellow training, clinical data development and publications, digital communications, and experienced sales team. 4. Executing our sales plan Our growth strategy continues to be focused on going deeper into Core Accounts where we see significant opportunity to expand our footprint. We ended 2023 with 116 direct sales representatives, up one from 2022. Our Core Accounts, increased to 376, representing 13.3% growth as compared to 2022. This strategy has helped generate a 18% CAGR over last six years (Figure 1). As we continue to execute on this plan, the productivity of our sales force remains a priority. Figure 1. Revenue CAGR over last six years. 5) Expanding our product pipeline and applications We continue to expand our offering in the nerve protection market: •In 2023, we launched Axoguard HA+ Nerve Protector™, which was uniquely designed to provide both short- and long-term protection for peripheral nerve injuries. Its gel layer facilitates enhanced nerve gliding to aid in minimizing soft tissue attachments, while the base layer is remodeled into a long-term protective tissue layer. Surgeon feedback has been positive as they integrate Axoguard HA+ into their nerve protection algorithm. •Resensation®, an innovative surgical breast neurotization technique, which utilizes our Avance Nerve Graft. In 2023, we expanded the technique to include select implant-based reconstruction. Currently, when a patient undergoes autologous breast reconstruction after a mastectomy, the patient receives the shape of a natural breast, but often times experiences little to no return of sensory feeling. In certain cases, sensation can be returned to the breast area with the use of our products through an innovative surgical technique called Resensation®. We believe that the ideal breast reconstruction should restore breast size, shape, symmetry, and softness, as well as sensation, without the potential risks and comorbidity associated with autograft. We believe the Resensation® technique incorporates a patient's desire for the opportunity to return sensation to their breasts with a reproducible and efficient surgical approach for reconstructive plastic surgeons. Construction of our new processing facility was completed in 2022 and the validation and transition to the new facility was complete in 2023. The new facility will support our BLA for Avance Nerve Graft and provide for our long-term processing capacity. With over 100,000 Avance Nerve Grafts implanted since launch, we are confident that we have built the right organization with a solid foundation of clinical evidence that will allow us to continue to lead and innovate in this large and developing peripheral nerve repair market. Key Compensation Decisions and Outcomes in 2023 In 2023, the Compensation Committee and the Company continued to undertake reviews of the appropriateness of key elements of the executive compensation program. As in prior years, the Compensation Committee made no adjustments to the pre-established performance metrics impacting either the annual incentive plan or the long-term incentive plan. The following highlights the key compensation decisions made by the Compensation Committee in 2023: •The Committee approved base salary increases for incumbent NEOs ranging between 3.0% and 10.2%; •The Committee made no adjustments to annual incentive targets for incumbent NEOs; •The Committee approved equity awards for 2023 comprised of stock options, that vest over four years, performance share units (“PSUs”), that are subject to performance goals aligned with the Company’s financial performance over a three-year performance period, and restricted share units (“RSUs”), that vest over four years; •For outstanding PSU awards granted in 2022, the Committee evaluated performance against the Company's predetermined performance metrics and determined that 75% of the 2022 target shares were earned. Performance pursuant to the 2023 tranche will be evaluated in 2024 and the final determination of plan achievement will be made in 2025. For a more complete summary of the outstanding PSU awards, see the section entitled "Achievement of PSU Grants;" and

  9. EXECUTIVE SUMMARY

    | What We Do | | | ✔ Pay-for-performance philosophy and culture | ✔ Engage an independent compensation consultant | | ✔ Provide an appropriate mix of performance-based and time-vesting awards to executives | ✔ Appropriate stock ownership requirements for all executives and non-executive directors | | ✔ Strong emphasis on performance-based incentive awards | ✔ Perform an annual risk assessment of our compensation program | | ✔ Responsible use of shares under our long-term incentive program | ✔ Annual say on pay vote | | ✔ Clawback Policy | | | What We Don’t Do | | | X No hedging or pledging of Company securities | X No excessive perquisites | | X No excise tax gross-ups | X No backdating or repricing of stock option awards | | X No single trigger change of control payments | X No guaranteed minimum bonuses or uncapped incentives under our annual cash incentive plan | | X No non-qualified defined contribution or other deferred compensation plan | X No changes to PSU targets subsequent to grant date |

  10. 2023 Peer Group

    2023 Peer Group For our 2023 Peer Group, Compensation Committee conducted its regular review of companies similar to us with respect to sector and market capitalization, as well as revenue and headcount, to provide a broad perspective on competitive pay levels and practices. •Sector – HealthCare Equipment & Supplies companies; also considered biotech/biopharma companies to broaden our market perspective •Market Capitalization – 1/3x to 4x Axogen’s market capitalization •Revenue – 1/3x to 4x Axogen’s projected revenues •Headcount – 1/3x to 4x Axogen’s projected headcount In September 2022, the Compensation Committee, with the assistance of Aon, evaluated the appropriateness of the continued inclusion of each company in our 2023 peer group. Using the criteria listed above, our Compensation Committee removed three companies from the peer group: Flexion Therapeutics, Intersect ENT and Luminex, and added the following three companies: AngioDynamics, Paragon 28, and Silk Road Medical for a total of 18 companies that comprise the Company's 2023 Peer Group:

  11. 2023 Peer Group

    | Alphatec | Cutera | Silk Road Medical | | AngioDynamincs | Glaukos | STAAR Surgical | | Artivion | iRhythm Technologies | Tactile Systems Technology | | AtriCure | Paragon 2B | Treace Medical Concepts | | Bioventus | SeaSpine | Vericel | | Cardiovascular Systems | SI-Bone | Zynex |

  12. 2023 Peer Group

    Consideration of Compensation Risk Our pay-for-performance philosophy and compensation governance practices provide an appropriate framework to our executives to achieve our strategic goals without encouraging them to take excessive risks in their business decisions. On an annual basis, the Compensation Committee conducts a thorough risk assessment of the Company’s compensation programs and practices to analyze whether they encourage employees to take excessive or inappropriate risks. To help with this assessment, Aon provides a detailed review of the Company’s compensation program and associated risks. The assessment focuses on the following areas of the Company’s practices and policies: •Total direct compensation and benchmarking (level of pay and approach to setting pay) •Annual incentive plan risk •Equity plan risk •Change-in-control policies •Investor risk and other policies After completing this review, the Compensation Committee concluded the Company’s compensation programs are, on balance, consistent with market practice and do not present excessive or inappropriate risks to the Company.

  13. EXECUTIVE COMPENSATION PROGRAM COMPONENTS

    EXECUTIVE COMPENSATION PROGRAM COMPONENTS The key elements of our executive compensation packages are base salary, annual cash incentives, and long-term equity-based awards. Our Compensation Committee believes that a combination of these elements offers the best approach to achieving our compensation goals, including attracting and retaining talented executives and motivating our executives and other officers to expend maximum effort to achieve our strategic business goals, including the creation of long-term, sustainable growth of shareholder value. The Company’s CEO is involved in the design and implementation of our executive compensation and is typically present at Compensation Committee meetings, except that the CEO is not present during any voting or deliberations on her compensation. In 2023, the CEO reviewed the analysis and recommendations of Aon with the Compensation Committee and made recommendations regarding proposed salary, equity awards and bonus for our officers (other than herself). The Compensation Committee exercises its discretion in accepting, rejecting and/or modifying any such executive compensation recommendations and approves all compensation and equity awards. The following describes each component of our executive compensation program, the rationale for each component and how compensation amounts, and awards were determined for 2023 compensation. Base Salaries Base salary represents the fixed portion of our executive officers’ compensation, which we view as an important element to attract, retain and motivate highly talented executives by rewarding the individual value that each executive officer brings to us through experience and past and expected future contributions to our success. The Compensation Committee annually reviews the base salaries of our executive team with input from our CEO, CFO and HR (other than with respect to their own base salary). In addition to this input, for each executive officer the Compensation Committee considers: •The individual’s role and responsibilities; •Individual contribution and performance of the past year; •Overall experience and expertise; •Prior base salary; •Corporate performance; and •Salaries for similar positions within our industry. Base salaries were adjusted as follows for our named executive officers in 2023:

  14. EXECUTIVE COMPENSATION PROGRAM COMPONENTS

    (1) Mr. Naor joined the Company on December 4, 2023 as Chief Financial Officer. (2) Mr. Mariani departed from his position as Executive Vice President and Chief Financial Officer on December 4, 2023, and departed from the Company as an employee on December 22, 2023. 2023 Annual Cash Incentive We provide our executive officers with the opportunity to annually earn cash incentives to encourage the achievement of corporate and individual objectives and to reward those individuals who significantly impact our corporate results. In February 2023, our Compensation Committee approved, and our Board ratified, our performance-based bonus award plan for 2023 (the “2023 Annual Cash Incentive”). Under this plan, each executive officer was eligible to receive an annual cash bonus based on the extent to which Axogen achieved certain key corporate objectives during the 2023 fiscal year relating to revenue and significant operational goals. In additional to significant corporate objectives the 2023 Annual Cash Incentive included a BLA supplement goal based on the extent to which Axogen achieved certain milestones supporting strategic BLA innovation initiatives. We provided the parameters and certain details associated with the operational goals in the footnotes to the below table. However, due to their strategic significance, we are not disclosing the exact details of the operational goals as such detailed disclosure would cause future competitive harm to the company and may inform our competitors of the trends within our business to our detriment. Total bonus payouts were capped at 200% of target for the achievement of the corporate objectives. If minimum total revenue threshold not achieved, total bonus payout capped at 80% for corporate objectives. The Compensation Committee approved these performance goals for the 2023 Annual Cash Incentive because, in its view, they were closely linked to the successful execution of our annual operating plan and because achieving the target level of success in the corporate objectives would require a focused and consistent effort by our executive officers throughout the 2023 fiscal year. Individual bonuses paid, if any, are calculated by multiplying the executive’s annual base salary, target bonus percentage, and percentage achievement of the corporate goals, which may be measured by reference to pre-established goals with respect to the metrics, weighting and the ultimate achievement, as summarized below.

  15. EXECUTIVE COMPENSATION PROGRAM COMPONENTS

    | Metrics | Minimum threshold | Minimum % of Target Bonus | Target threshold | Target % of Bonus | Maximum threshold | Maximum % of Target Bonus | Performance Achieved | Earned % of Target Bonus | | Revenues | $150M; 8.2% growth | 23% | $160M; 15.4% growth | 45% | $173M; 24.8% growth | (1) | $159M; 14.7% growth | 48.0% | | Avance tissue processing transfer to new processing center | (2) | 10.0% | (2) | 20% | (2) | 40% | (2) | 10% | | National Axogen coordinated training programs or preceptorships | (3) | 7.5% | (3) | 15% | (3) | 30% | (3) | 21% | | Protection category revenue growth | $3M | 8% | $4M; | 15% | $7.5M | 30% | $4.7M | 16.1% | | Product and Quality Systems Management Goal Achievement | (4) | 2.5% | (4) | 5% | (4) | 10% | (4) | 9% | | BLA supplemental | (5) | —% | (5) | —% | (5) | 30% | (5) | 5.0% | | Total | | 50% | | 100% | | 200% | | 109.1% |

  16. EXECUTIVE COMPENSATION PROGRAM COMPONENTS

    (1) Maximum % of target bonus for the revenue metric was not capped. (2) The Avance tissue processing transfer to the new processing center goal included milestones related to the timing and other metrics at our new processing center. The completion of the processing center will support our submission of the BLA for Avance Nerve Graft. The net payout earned for this goal was 10% out of a target of 20%. (3) Our professional education team, through surgeon training programs combined with our marketing initiatives, has been successful in developing new customers and revenue growth through increased surgeon adoption of the Axogen algorithm for nerve repair and product penetration. These efforts have included exceeding our target goal of training 25 additional surgical teams on techniques in implant-based Resensation and have more than 39 teams trained during the year. The net payout earned for this goal was 21% out of a target of 15%. (4) Our product and quality management system is a key priority and is regularly reviewed by the FDA, and other regulatory bodies through a series of audits of our various operating sites. These agencies can provide a series of comments to the Company as a result of their audits that range from minor observations of potential improvements, to more serious observations of non-compliance. Our product and quality system management goal was established with a target payout of 5% and a potential payout range of 0% to 10%, based upon the nature and extent of all audit observations. The Company earned the maximum payout of 9% in 2023 based upon the outcomes of all regulatory audits. (5) Supplemental goal with milestones supporting strategic BLA innovation initiatives. The net payout earned for this goal was 5% out of a target of 0%. For our named executive officers, a total of 109.1% of targeted bonus amounts were earned in 2023. Annual cash incentives earned were as follows:

  17. EXECUTIVE COMPENSATION PROGRAM COMPONENTS

    | Executive | Base Salary for Purposes of Bonus ($) | Target Bonus % | Target Bonus 2023 ($) | 2023 Actual Bonus Paid ($) | | Karen Zaderej | 700,000 | 100% | 700,000 | 763,700 | | Nir Naor (1) | 36,438 | 60% | 21,863 | 23,853 | | Michael Donovan | 375,000 | 50% | 187,500 | 204,563 | | Angelo Scopelianos, Ph.D. | 419,056 | 50% | 209,528 | 228,595 | | Erick DeVinney | 348,000 | 50% | 174,000 | 189,835 | | Peter Mariani(2) | 473,000 | 55% | 260,150 | — |

  18. EXECUTIVE COMPENSATION PROGRAM COMPONENTS

    (1) Mr. Naor joined as the Company's Chief Financial Officer on December 4, 2023. (2) Mr. Mariani departed from his position as Executive Vice President and Chief Financial Officer on December 4, 2023, departed from the Company as an employee on December 22, 2023, and therefore, did not receive a bonus payment. Equity Compensation We use equity awards to motivate and reward our executive officers, to encourage long-term corporate performance based on the value of our common stock and to align the interests of our executive officers with those of our shareholders. We firmly believe that a large percentage of an executive’s compensation package should be at-risk and linked to performance. Annually, we evaluate performance in the first quarter of each year to allow for completion of the calendar year and give us the ability to review full-year performance of the previous year. We typically utilize the following mix of equity awards as the long-term incentive component of their compensation packages:

  19. •Performance share units (“PSUs”)

    •Performance share units (“PSUs”) ◦PSUs are granted subject to achievement of certain performance milestones, which are generally measured over a three-years performance period, and vest subject to specific terms as documented in the PSU agreement, and approved by the Compensation Committee.

  20. •Restricted share units (“RSUs”)

    •Restricted share units (“RSUs”) ◦Vesting occurs over 4 years from the date of grant, typically with 50% vesting after 24 months and an additional 25% vesting on the third and fourth anniversaries of the grant date.

  21. •Stock options

    •Stock options ◦All shares underlying the options will be fully vested four years from the option grant date, with 50% of the aggregate shares vesting 24 months from the option grant date and an additional 12.5% of aggregate shares vest every six months thereafter.

  22. 2023 Equity Grants

    2023 Equity Grants Our Compensation Committee strives to balance various long-term incentive vehicles to provide an appropriate balance of performance-based and time-vesting awards. On February 23, 2023, the Compensation Committee approved, and the Board of Directors ratified, our annual equity award grants to our executive officers as part of their 2023 pay packages. Consistent with historical practice, the award to our CEO was greater than 50% performance based to assure strong alignment with long-term operational goals and stock performance. The 2023 equity grants to our named executive officers consisted of:

  23. 2023 Equity Grants

    | Executive | PSUs (#) | RSUs (#) | Stock Options (#) | | Karen Zaderej | 270,000 | 112,000 | 179,000 | | Nir Naor(1) | — | — | — | | Michael Donovan | 30,000 | 54,100 | 78,100 | | Angelo Scopelianos Ph.D. | 30,000 | 48,500 | 63,500 | | Erick DeVinney | 30,000 | 46,300 | 64,000 | | Peter Mariani(2) | 60,000 | 65,600 | 94,500 |

  24. 2023 Equity Grants

    (1) Mr. Naor joined as the Company's Chief Financial Officer on December 4, 2023. (2) Mr. Mariani departed from the Company as an employee on December 22, 2023, his unvested awards were forfeited.

  25. Achievement of PSU Grants

    Achievement of PSU Grants On December 18, 2017, December 27, 2018, and December 17, 2019, the Compensation Committee approved PSU awards to certain employees, including Dr. Scopelianos and Mr. Donovan from our NEO group related to their work on the BLA. As of December 31, 2023, 255,283 PSU awards were available to vest. The number of shares available for grant is linked to certain milestones related to the BLA submission to and approval by the FDA. These awards are expected to vest beginning when the BLA is submitted to the FDA. The performance measure is based upon achieving each of the specific milestones and will vest 50% upon achievement each of the milestones and 50% one year later. On July 17, 2020, the Compensation Committee approved PSU awards of 144,300 shares with a performance metric tied to 2020 revenue with a payout ranging from 0% to 200% upon achievement of specific revenue goals. These awards were granted in mid-year with certain revenue targets adjusted for the impact of COVID-19. In the first quarter of 2021, it was determined that these awards had reached 110% of their targeted performance as reported revenue at December 31, 2020, was $112.3 million. On July 18, 2023, 41,833 PSUs vested. On March 10, 2022, the Compensation Committee approved PSU awards of 526,467. The Target number of PSUs will be divided into three tranches, with 33.33% eligible to vest based on performance with respect to each of the following calendar years 2022, 2023, and 2024, subject to the CAGR payout factor described below. The pay-out will range from 0% to 150% of target upon achievement of specific annual revenue growth targets of between 10% and 25%, excluding the impact of Avive revenue in 2021 on the 2022 annual revenue growth target, with a 100% of target payout set at 15% annual revenue growth. The actual number of PSUs that vest during the Performance Period will be calculated on the certification date at the end of the Performance Period and will equal: •the Target Number of PSUs; multiplied by the greater of (1) the average of the calendar year payout factors for each of the three calendar years during the Performance Period, and (2) the three-year compounded annual growth rate for the Performance Period. The award will be earned and vest upon the final determination of the annual revenue growth in 2024 and the CAGR across the three-year period. In the first quarter of 2023, it was determined that the Company had achieved the 2022 annual revenue growth of 12.4% against the target of 15%, therefore, 74% of the first-year target was achieved. On February 23, 2023, the Compensation Committee of the Board of Directors approved PSU awards of 744,000 shares tied to revenue from 2023 to 2025 with a pay-out range from 0% to 150% upon achievement of specific revenue targets. The award will be earned and vest upon final determination of the annual revenue growth in 2025 and the CAGR across the three-year period. In the first quarter of 2024, it was determined that the Company had achieved the annual 2023 revenue growth of 14.8% against the target of 15%, therefore 97.9% of the first year target for the March 16, 2023 and 97.9% of the second year of March 10, 2022 grants were achieved.

  26. Taxation of “Parachute” Payments and Deferred Compensation

    Taxation of “Parachute” Payments and Deferred Compensation Sections 280G and 4999 of the Internal Revenue Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a Change in Control of our Company that exceed certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Internal Revenue Code imposes significant additional taxes in the event that an employee, including an executive officer, director, or service provider receives “nonqualified deferred compensation” that does not satisfy the conditions of Section 409A. We did not provide any executive officer with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999 or 409A of the Internal Revenue Code during 2023. We have not agreed and are not otherwise obligated to provide any executive officer with a “gross-up” or other reimbursement under these sections.

  27. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation for the fiscal years 2023, 2022 and 2021 for our named executive officers.

  28. Summary Compensation Table

    | Name and Principal Position | Year | Salary($) | Stock Awards($)(1) | Option Awards($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(13) | Total($) | | Karen Zaderej (4)(5) | 2023 | 700,000 | 3,159,140 | 886,050 | 763,700 | 25,791 | 5,534,681 | | CEO and President | 2022 | 673,992 | 2,125,120 | 1,420,989 | 161,998 | 16,193 | 4,398,292 | | | 2021 | 651,200 | 3,356,055 | 847,962 | 499,347 | 6,011 | 5,360,575 | | Nir Naor (6) | 2023 | 36,438 | — | — | 23,853 | — | 60,291 | | CFO | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Michael Donovan (7)(8) | 2023 | 375,000 | 649,195 | 314,325 | 204,563 | 23,810 | 1,566,893 | | Vice President, Operations | 2022 | 349,194 | 510,450 | 159,132 | 42,022 | 14,802 | 1,075,600 | | | 2021 | — | — | — | — | — | — | | Angelo Scopelianos, Ph.D.(9) | 2023 | 419,056 | 695,507 | 386,100 | 228,595 | 90,221 | 1,819,479 | | Chief Research and Development Officer | 2022 | 406,850 | 554,017 | 181,826 | 48,878 | 85,184 | 1,267,797 | | | 2021 | 394,659 | 591,753 | 376,380 | 151,422 | 67,913 | 1,582,127 | | Erick DeVinney (10)(11) | 2023 | 348,000 | 631,001 | 316,800 | 189,834 | 20,062 | 1,505,697 | | Vice President , Peripheral Nerve Science | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Peter Mariani (5)(12) | 2023 | 473,000 | 1,038,712 | 467,775 | — | 932,271 | 2,911,758 | | Executive Vice President, CFO | 2022 | 457,259 | 1,121,596 | 461,794 | 60,438 | 14,801 | 2,115,888 | | | 2021 | 438,257 | 1,275,510 | 675,270 | 186,850 | 71,296 | 2,647,183 |

  29. Summary Compensation Table

    (1)Stock award amounts are calculated based on the aggregate grant date fair value computed in accordance with ASC Topic 718 as of December 31, 2023. For information regarding assumptions underlying the valuation of such, see Note 11 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 5, 2024. (2)Option award amounts are calculated based on the aggregate grant date fair value computed in accordance with ASC Topic 718 as of December 31, 2023. For information regarding assumptions underlying the valuation of such, see Note 11 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 5, 2024. (3)Bonuses were earned in the respective year and paid in the following year after final Compensation Committee approval. (4)On January 4, 2024, Ms. Zaderej, announced her intention to retire by January 2025, pursuant to the terms of a Transition and Separation Agreement dated January 4, 2024. (5) Stock options issued on March 16, 2022, to Ms. Zaderej and Mr. Mariani were premium priced with an exercise price 25% greater than the closing market price on the date of grant. (6) On December 6, 2023, the Company appointed Mr. Naor as Chief Financial Officer and entered into an employment agreement with him effective December 4, 2023. (7) Mr. Donovan qualified as an NEO for 2023 and 2022, however, he did not qualify as an NEO for 2021; therefore, no compensation information has been provided for those years (8) On September 20, 2023, Mr. Donovan announced his retirement from the Company effective on March 22, 2024. (9) On March 8, 2024, Dr. Scopelianos announced his retirement from the Company effective on March 31, 2024. (10) Mr. DeVinney qualified as an NEO for 2023, however, he did not qualify as an NEO for 2022 and 2021; therefore, no compensation information has been provided for those years. (11) On January 4, 2024, Mr. DeVinney was promoted to Chief Innovation Officer. (12) Mr. Mariani departed from his position as Executive Vice President and Chief Financial Officer on December 4, 2023, and departed from the Company as an employee on December 22, 2023. Effective January 5, 2024, a Separation, Waiver and Release of Claims was entered into between Mr. Mariani and the Company. (13) All other compensation, as summarized in the following table for 2023:

  30. Summary Compensation Table

    | Name | 401(k) Company Match ($) | Life Insurance Premiums ($) | Relocation and Related Tax Assistance ($) | Severance ($) | Total ($) | | Karen. Zaderej | 13,200 | 12,591 | — | — | 25,791 | | Nir Naor | — | — | — | — | — | | Michael Donovan | 13,200 | 10,610 | — | — | 23,810 | | Angelo Scopelianos, Ph.D. | 13,200 | 12,021 | 65,000 | — | 90,221 | | Erick DeVinney | 13,200 | 6,862 | — | — | 20,062 | | Peter Mariani (1) | 13,200 | 12,573 | — | 906,498 | 932,271 |

  31. Summary Compensation Table

    (1) Severance includes the following: severance of $533,437, accrued vacation of $40,348, cobra payments for 12 months of $32,713 and $300,000 in consulting fees.

  32. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding plan-based awards granted to our named executive officers in 2023:

  33. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Karen Zaderej | | | | | | | | | | | | PSU | 3/16/2023 | — | — | — | — | 270,000 | 405,000 | — | 8.27 | 2,232,900 | | RSU | 3/16/2023 | — | — | — | — | — | — | 112,000 | 8.27 | 926,240 | | Options | 3/16/2023 | — | — | — | — | — | — | 179,000 | 4.95 | 886,050 | | Non-Equity Incentive Plan Award | | — | 700,000 | 1,400,000 | — | — | — | — | — | — | | Nir Naor (2) | | | | | | | | | | | | Non Equity Incentive Plan Award | | — | 21,863 | 43,726 | — | — | — | — | — | — | | Michael Donovan | | | | | | | | | | | | PSU | 3/16/2023 | — | — | — | — | 30,000 | 45,000 | — | 8.27 | 248,100 | | RSU | 3/16/2023 | — | — | — | — | — | — | 48,500 | 8.27 | 401,095 | | Options | 3/16/2023 | — | — | — | — | — | — | 63,500 | 4.95 | — | | Non-Equity Incentive Plan Award | | — | 187,500 | 375,000 | — | — | — | — | — | — | | Angelo Scopelianos, Ph.D. | | | | | | | | | | | | PSU | 3/16/2023 | — | — | — | — | 30,000 | 45,000 | — | 8.27 | 248,100 | | RSU | 3/16/2023 | — | — | — | — | — | — | 54,100 | 8.27 | 447,407 | | Options | 3/16/2023 | — | — | — | — | — | — | 78,000 | 4.95 | 386,100 | | Non Equity Incentive Plan Award | | — | 209,528 | 419,056 | — | — | — | — | — | — | | Erick DeVinney | | | | | | | | | | | | PSU | 3/16/2023 | — | — | — | — | 30,000 | 45,000 | | 8.27 | 248,100 | | RSU | 3/16/2023 | — | — | — | — | — | — | 46,300 | 8.27 | 382,901 | | Options | 3/16/2023 | — | — | — | — | — | — | 64,000 | 4.95 | 316,800 | | Non-Equity Incentive Plan Award | | — | 174,000 | 348,000 | — | — | — | — | — | — | | Peter Mariani (2) | | | | | | | | | | | | PSU | 3/16/2023 | — | — | — | — | 60,000 | 90,000 | — | 8.27 | 496,200 | | RSU | 3/16/2023 | — | — | — | — | — | — | 65,600 | 8.27 | 542,512 | | Options | 3/16/2023 | — | — | — | — | — | — | 94,500 | 4.95 | 467,775 | | Non-Equity Incentive Plan Award | | — | 260,150 | 520,300 | — | — | — | — | — | — |

  34. Grants of Plan-Based Awards

    (1) The table below provides the Grant Fair Value of PSU awards at the Target Value and Maximum Value (in dollars):

  35. Grants of Plan-Based Awards

    | Grant Date Fair Value of PSU | | | | | Target Value ($) | Maximum Value ($) | | Karen Zaderej | 2,232,900 | 3,349,350 | | Nir Naor(2) | — | — | | Michael Donovan | 248,100 | 372,150 | | Angelo Scopelianos, Ph.D. | 248,100 | 372,150 | | Erick DeVinney | 248,100 | 372,150 | | Peter Mariani(3) | 496,200 | 744,300 |

  36. Grants of Plan-Based Awards

    (2) Mr. Naor was appointed Chief Financial Officer on December 4, 2023. (3) Mr. Mariani departed from his position as Executive Vice President and Chief Financial Officer on December 4, 2023, departed from the Company as an employee on December 22, 2023, upon his departure Mr. Mariani forfeited all unvested shares.

  37. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following tables summarize the equity awards granted to our named executive officers that remain outstanding as of December 31, 2023.

  38. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares of Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Karen Zaderej | | | | | | | | | | 12/29/2016 | 157,125 | — | 8.95 | 12/29/2026 | — | — | — | — | | 12/18/2017 | 75,000 | — | 27.00 | 12/28/2027 | — | — | — | — | | 12/27/2018 | 59,700 | — | 19.17 | 12/27/2028 | — | — | — | — | | 03/16/2020 | 70,175 | 10,025 | 8.61 | 3/16/2030 | 12,975 | 88,619 | — | — | | 03/16/2021 | 47,875 | 28,725 | 20.91 | 3/16/2031 | 170,750 | 170,750 | — | — | | 03/16/2022(4) | 79,296 | 237,889 | 10.25 | 3/16/2032 | 169,694 | 1,159,010 | 89,467 | 611,060 | | 03/16/2023 | — | 179,000 | 8.27 | 3/16/2033 | 112,000 | 764,960 | 270,000 | 1,844,100 | | Peter Mariani(5) | | | | | | | | | | 12/29/2016 | 110,000 | — | 8.95 | 12/29/2026 | — | — | — | — | | 12/18/2017 | 45,000 | — | 27.00 | 12/18/2027 | — | — | — | — | | 12/27/2018 | 41,800 | — | 19.17 | 12/27/2028 | — | — | — | — | | 03/16/2020 | 37,625 | — | 8.61 | 3/16/2030 | — | — | — | — | | 03/16/2021 | 38,125 | — | 20.91 | 3/16/2031 | — | — | | — | | 03/16/2022(4) | 25,769 | — | 10.25 | 3/16/2032 | — | — | 19,998 | 136,586 | | Michael Donovan | | | | | | | | | | 12/29/2016 | 25,000 | — | 8.95 | 12/29/2026 | — | — | — | — | | 12/18/2017 | 9,000 | — | 27.00 | 12/18/2027 | — | — | 50,000 | 341,500 | | 12/18/2018 | 18,500 | — | 19.17 | 12/27/2028 | — | — | — | — | | 03/16/2020 | 21,000 | 3,000 | 8.61 | 3/16/2030 | 3,000 | 20,490 | — | — | | 03/16/2021 | 14,687 | 8,813 | 20.91 | 3/16/2031 | 5,900 | 40,297 | — | — | | 03/16/2022 | — | 23,500 | 8.20 | 3/16/2032 | 37,250 | 254,418 | 25,000 | 170,750 | | 03/16/2023 | — | 63,500 | 8.27 | 3/16/2033 | 48,500 | 331,255 | 30,000 | 204,900 | | Angelo Scopelianos, Ph.D. | | | | | | | | | | 09/04/2018 | 40,000 | — | 45.00 | 9/04/2028 | — | — | — | — | | 12/27/2018 | 32,900 | — | 19.17 | 12/27/2028 | — | — | 11,681 | 79,781 | | 03/16/2020 | 21,000 | 3,000 | 8.61 | 3/16/2030 | 5,500 | 37,565 | — | — | | 03/16/2021 | 21,250 | 12,750 | 20.91 | 3/16/2031 | 8,250 | 56,348 | — | — | | 03/16/2022 | — | 39,700 | 8.20 | 3/16/2031 | 42,563 | 290,705 | 25,000 | 110,566 | | 03/16/2023 | — | 78,000 | 8.27 | 3/16/2033 | 54,100 | 369,503 | 30,000 | 204,900 | | Erick DeVinney | | | | | | | | | | 12/29/2016 | 50,000 | — | 8.95 | 12/29/2026 | — | — | — | — | | 12/18/2017 | 13,900 | — | 27.00 | 12/18/2027 | — | — | 50,000 | 341,500 | | 12/27/2018 | 11,900 | — | 19.17 | 12/27/2028 | — | — | — | — | | 03/16/2020 | 21,000 | 3,000 | 8.61 | 3/16/2030 | 3,000 | 20,490 | — | — | | 03/16/2021 | 14,687 | 8,813 | 20.91 | 3/16/2031 | 5,900 | 40,297 | — | — | | 03/16/2022 | — | 23,738 | 8.20 | 3/16/2032 | 25,450 | 173,824 | 25,000 | 170,750 | | 03/16/2023 | — | 64,000 | 8.27 | 3/16/2033 | 46,300 | 316,229 | 30,000 | 204,900 |

  39. Outstanding Equity Awards at 2023 Fiscal Year End

    (1)Stock options are fully vested four years from the option grant dated based upon a vesting schedule whereby 50% of the aggregate shares vest on the second anniversary of the option grant date with an additional 12.5% of aggregate shares vesting every six months thereafter. Prior to 2017, the options granted were based upon a vesting schedule whereby 25% of the aggregate shares vested on the first anniversary of the option grant date with an additional 12.5% of aggregate shares vested every six months thereafter. (2)Unvested shares and units are comprised of (i) PSUs granted in 2017, 2022 and 2023, and (ii) RSUs granted in March 2020, March 2021, March 2022 and March 2023 Agreements. The vesting terms for each type of award are described below: a.PSUs - Each PSU represents the Company’s commitment to issue one share of common stock at a future date, subject to certain eligibility, performance, vesting and other conditions set forth in the respective plan and award agreement. All shares are subject to satisfaction of certain performance criteria. Upon certification of the Compensation Committee that the performance criteria is achieved, one-third of the shares are immediately vested with the shares vesting in equal annual installments each year thereafter, provided that the particular officer has been continuously employed through each vesting date as to the particular number of shares vesting. In the event of a “Change in Control” (as defined in the respective award agreement), all or a portion of the PSUs shall accelerate. b.RSUs - Each RSU represents the Company’s commitment to issue one share of common stock at a future date, subject to certain eligibility, vesting and other conditions set forth in the respective plan and award agreement. All shares of Axogen common stock underlying the RSUs will be fully vested on the fourth anniversary of the grant date, based upon a vesting schedule whereby 50% of the aggregate shares vest on second anniversary of the grant date and an additional 25% of the aggregate shares vest each 12 months thereafter. In the event of a “Change in Control” (as defined in the award agreement) of the Company, all of the RSUs shall accelerate and become fully vested. (3)The market value of unvested shares and units is based on the closing price of our common stock on the last day of fiscal year 2023, which was $6.83 and, with respect to PSUs, assumes target performance. (4)Stock options issued on March 16, 2022, to Ms. Zaderej and Mr. Mariani were premium-priced with an exercise price 25% greater than the closing market price on the date of grant. (5)As of December 31, 2023, there were no stock awards outstanding for Mr. Mariani, due to his departure from the Company in December 2023, Mr. Mariani forfeited all unvested shares except the vested PSU shares. Mr. Mariani has until the earlier of the expiration of the option or 90 days after the last day of the consulting period to exercise the vested options.

  40. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following provides information regarding the exercise of stock options by our named executive officers and vesting of stock awards held by our named executive officers, during 2023.

  41. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Karen Zaderej | — | — | 60,051 | 511,633 | | Peter Mariani | 125,636 | 633,205 | 24,459 | 204,798 | | Michael Donovan | — | — | 11,471 | 96,613 | | Angelo Scopelianos, Ph.D. | — | — | 16,321 | 136,723 | | Erick DeVinney | — | — | 10,479 | 87,735 |

  42. Option Exercises and Stock Vested

    (1)Based upon the closing price as reported by Nasdaq of our Common Stock at the exercise date or vesting date, as applicable.

  43. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In this section, we described payments that may be made to our named executive officers upon several events of termination, including termination in connection with a Change in Control.

  44. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K promulgated under the Exchange Act, we are providing the following information about the relationship of the annual total compensation of our CEO and the annual total compensation of our employees for fiscal year 2023 (our “CEO pay ratio”). Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For fiscal year 2023, the annual total compensation for the median employee of the Company (other than our CEO) was $131,064 and the annual total compensation of our CEO was $5,534,681. Based on this information, for fiscal year 2023, the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 42:1. We identified our median employee from among our employees as of December 31, 2023, the last day of our fiscal year. We did not use the same median employee used in our disclosure for the fiscal year ended December 31, 2022, due to a change in the make-up of our employees as a whole. We felt it to be a more accurate representation and better metric for purposes of this disclosure to use a new median employee, identified based on estimated annual base pay, incentive compensation and grant date fair value of equity granted to each of our employees as of December 31, 2023. We then calculated the elements of the identified median employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x)of Regulation S-K, resulting in annual total compensation in the amount of $131,064. With respect to the annual total compensation of our CEO, in accordance with SEC rules, we included the amount reported for Ms. Zaderej in the “Total” column for 2023 in the Summary Compensation Table. We did not make any cost-of-living adjustments in identifying the median employee. Compensation amounts were determined from our human resources and payroll systems of record.

  45. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure (the “Pay Versus Performance Disclosure”) describes the relationship between executive compensation and the Company’s performance with respect to select financial measures. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For a complete description regarding the Company’s compensation program, please see “Compensation Discussion and Analysis.”

  46. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total ($ in thousands) | | Compensation Actually Paid Total (in thousands) | | Value of Initial Fixed $100 Investment Based on: (4) | | Net Loss (in thousands) ($) | Revenue Growth (%)(5) | | Year | PEO ($)(1) | Average of Non-PEO NEO's ($)(1) | PEO($) (1)(2)(3) | Average of Non-PEO NEO's ($) (1)(2)(3) | TSR ($) | Peer Group TSR ($) | | | | 2023 | 5,535 | 1,951 | 2,877 | 548 | 38.18 | 118.87 | (21,716) | 14.7% | | 2022 | 4,398 | 1,517 | 5,382 | 1,428 | 55.79 | 113.65 | (28,948) | 12.5% | | 2021 | 5,361 | 1,821 | 289 | 386 | 52.38 | 126.45 | (26,985) | 15.4% | | 2020 | 4,051 | 1,321 | 3,178 | 1,502 | 100.06 | 126.42 | (23,786) | 6.2% |

  47. PAY VERSUS PERFORMANCE

    (1) The Company's Principal Executive Officer ("PEO") for each of the years presented was Karen Zaderej. The Non-PEO NEO's for each of the years presented are as follows:

  48. PAY VERSUS PERFORMANCE

    | 2020 | 2021 | 2022 | 2023 | | Peter Mariani | Peter Mariani | Peter Mariani | Nir Naor | | Bradley Ottinger | Maria Martinez | Bradly Ottinger | Erick DeVinney | | Angelo Scopelianos Ph.D. | Angelo Scopelianos Ph.D. | Angelo Scopelianos Ph.D. | Angelo Scopelianos Ph.D. | | Eric Sandberg | Eric Sandberg | Michael Donovan | Michael Donovan | | | | Eric Sandberg | Peter Mariani |

  49. PAY VERSUS PERFORMANCE

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEO and NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in Note (3) below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards and Options Awards columns set forth in the Summary Compensation Table.

  50. PAY VERSUS PERFORMANCE

    | Year | NEO(s) | Summary Compensation Table Total (in thousands) ($) | Exclusion of Stock Awards and Option Awards ($) | Inclusion of Equity Values ($) (a) | Compensation Actually paid (in thousands) ($) | | 2023 | PEO | 5,535 | (4,045) | 1,387 | 2,877 | | | Average of Non-PEO NEOs | 1,951 | (1,125) | (278) | 548 | | 2022 | PEO | 4,398 | (3,546) | 4,530 | 5,382 | | | Average of Non-PEO NEOs | 1,517 | (974) | 884 | 1,428 | | 2021 | PEO | 5,361 | (4,204) | (868) | 289 | | | Average of Non-PEO NEOs | 1,821 | (1,237) | (199) | 386 | | 2020 | PEO | 4,051 | (2,513) | 1,639 | 3,178 | | | Average of Non-PEO NEOs | 1,321 | (636) | 817 | 1,502 |

  51. PAY VERSUS PERFORMANCE

    (a) The amounts in the Inclusion of Equity Values column are calculated from the following tables:

  52. PAY VERSUS PERFORMANCE

    | Year | NEO(s) | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of the Year ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Awards ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year of Non-PEO NEOs ($) | Total - Inclusion of Equity Awards ($) | | 2023 | PEO | 3,326 | (1,608) | (331) | — | 1,387 | | | Average of Non-PEO NEOs | 614 | (265) | (85) | (542) | (278) | | 2022 | PEO | 4,477 | 121 | (68) | — | 4,530 | | | Average of Non-PEO NEOs | 941 | 39 | (15) | (81) | 884 | | 2021 | PEO | 778 | (1,625) | (21) | — | (868) | | | Average of Non-PEO NEOs | 339 | (528) | (10) | — | (199) | | 2020 | PEO | 3,083 | (1,086) | (359) | — | 1,639 | | | Average of Non-PEO NEOs | 1,004 | (83) | (104) | — | 817 |

  53. PAY VERSUS PERFORMANCE

    (4) The Peer Group TSR set forth in this table uses the NASDAQ Biotechnology Index, which we use in the stock performance graph required by Item 201(e) of the Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future performance. (5) We determined Adjusted Revenue Growth as a percentage to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEO's in 2023, 2022, 2021 and 2020. We define Adjusted Revenue Growth for these purposes as the annual growth of our total revenues excluding revenues from our Avive product, the market availability of which we voluntarily suspended in June 2021. We may determine a different financial performance measure to be the most important financial performance measure in future years. Description of Relationship Between Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years and the Peer Group. Description of Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Description of Relationship Between Compensation Actually Paid and Adjusted Revenue Growth The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted Revenue Growth during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The Company only had one such measure.

  54. PAY VERSUS PERFORMANCE

    | 2023 Most Important Performance Measures | | •Adjusted revenue growth |

  55. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Compensation Committee reviews and makes recommendations to our Board of Directors regarding compensation to be paid to our non-employee directors. For the fiscal year 2023, each non-employee director received a quarterly cash retainer payment of $12,500, with the Lead Director receiving an additional quarterly cash retainer payment of $10,00 for services to the Company, which cash payment is paid in advance each quarter. The quarterly non-Chairman committee member retainers are $2,500 for the Audit Committee, $1,875 for the Compensation Committee, $1,250 for the Governance, Nominating and Sustainability Committee and $1,250 for the Quality, Compliance and Portfolio Committee. The Chairman of the Audit Committee receives a quarterly retainer of $5,000, the Chairman of the Compensation Committee a quarterly retainer of $3,750, the Chairman of the Governance, Nominating and Sustainability Committee a quarterly retainer of $2,500 and the Chairman of the Quality, Compliance and Portfolio Committee received a quarterly retainer of $2,500. Newly elected directors receive a non-qualified stock option grant to purchase shares of the Company’s common stock with an equity value of approximately $275,000 to be issued at an exercise price equal to the fair market value of our shares of common stock on the date of grant, which option shall vest in three equal annual installments. Each calendar year on the day after election or re-election, all non-employee directors will receive (i) an annual cash retainer of $12,500 for the lead director or $10,000 for each other non-employee director and (ii) an annual equity grant valued at $150,000 to be issued at an exercise price equal to the fair market value of our shares of common stock on the date of the grant, which equity shall be issued as to one half of the value as non-qualified stock option grant and the remaining half of the value as restricted stock units, which options and restricted stock units will vest one year from the anniversary of the date of the grant. Such stock options are for a term of ten years. We also reimburse our directors for travel related expenses. The following table sets forth information concerning the compensation of our non-employee directors during the year ended December 31, 2023. Ms. Zaderej is an executive officer who does not receive additional compensation for her service as a director, and, therefore, is not included in the table below.

  56. DIRECTOR COMPENSATION

    | | Fees Earned | Stock | | All Other | | | | or Paid in | Awards | Option | Compensation | | | Name | Cash ($) | ($)(1) | Awards($)(1) | ($)(3) | Total ($) | | Amy Wendell | 105,000 | 74,995 | 75,000 | — | 254,995 | | William Burke | 70,000 | 74,995 | 75,000 | — | 219,995 | | Gregory Freitag | 55,000 | 74,995 | 75,000 | — | 204,995 | | Guido Neels | 67,500 | 74,995 | 75,000 | — | 217,495 | | Alan Levine | 67,500 | 74,995 | 75,000 | — | 217,495 | | Paul Thomas | 70,000 | 74,995 | 75,000 | — | 219,995 | | John H. Johnson | 65,000 | 74,995 | 75,000 | — | 214,995 | | Joseph Tyndall MD, MPH, FACEP | 55,000 | 74,995 | 75,000 | — | 204,995 | | Kathy Weiler | — | — | 274,999 | 18,370 | 293,369 |

  57. DIRECTOR COMPENSATION

    1.The amounts in this column are calculated based on the aggregate grant date fair value computed in accordance with Accounting Standards Codification (“ASC”) Topic 718 as of December 31, 2023. For information regarding assumptions underlying the valuation of equity awards, see Note 11 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 5, 2024. 2.Ms. Weiler was appointed to the Board effective as of December 20, 2023. 3.All other compensation includes amounts paid to the director for non-director services.