DEF 14A of Axogen, Inc., Apr 30, 2025

DEF 14A of Axogen, Inc.

Filed Apr 30, 2025 · FY20240000805928-25-000059

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS At the Meeting, shareholders will vote on the election of eight director nominees: Paul Thomas, Michael Dale, William Burke, John H. Johnson, Alan M. Levine, Joseph Tyndall, Kathy Weiler and Amy Wendell. Guido Neels volunteered not to stand for re-election at the Meeting. Following the Meeting, the size of the Board of Directors will be reduced from nine to eight directors. 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. 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.

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Name | Age | Position(s) | | Paul Thomas | 69 | Chairman | | Michael Dale | 65 | Director, Chief Executive Officer and President | | William Burke | 56 | Director | | John H. Johnson | 67 | Director | | Alan M. Levine | 57 | Director | | Joseph Tyndall | 56 | Director | | Kathy Weiler | 55 | Director | | Amy Wendell | 64 | Director |

  3. PROPOSAL 1 – ELECTION OF DIRECTORS

    Paul Thomas has served as a member of our Board of Directors since September 2020 and became Chairman of the Board in August 2024. Mr. Thomas has more than 30 years of experience in the medtech industry and currently serves as the Chief Executive Officer and Co-Founder of Prominex, Inc. From 2009 to 2017, Mr. Thomas served as the Chief Executive Officer of Roka Bioscience. Prior to that, Mr. Thomas served as Chairman and Chief Executive Officer 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 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. Michael Dale joined Axogen Corporation as Chief Executive Officer ("CEO") and President, as well as a Board member, in August 2024. A distinguished healthcare leader and an accomplished medical device executive, Mr. Dale has over 35 years of experience leading transformative, high-technology medical device companies in the cardiovascular, neuromodulation, diabetes, and electrophysiology markets. His past executive leadership roles span both public and private medical device companies, including Abbott Structural Heart, GI Dynamics, Helical Solutions, ATS Medical, Endocardial Solutions, Cyberonics, St. Jude Medical, and American Edwards Laboratories. Mr. Dale has been an active director and advisor, serving on the boards of Preceptis Medical, Enpath Medical, Rhythmia Medical, Neuronetics, Inc., NeoChord, the Advanced Medical Technology Association (AdvaMed), the St. Mary’s University Council of Regents for the School of Graduate and Professional Programs, and the University of Minnesota Carlson School of Management Medical Industry Leadership Institute. At present, he serves on the advisory board of Purdue University’s Weldon School of Biomedical Engineering, and California Polytechnic State University’s Center for Innovation & Entrepreneurship as Student Mentor. Mr. Dale holds a Bachelor of Science degree from California Polytechnic State University in San Luis Obispo, California. William Burke has served as a member of our Board of Directors since July 2022. From August 2016 to June 2022, Mr. Burke was the Executive Vice President, Chief Financial Officer of Haemonetics Corp. 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, 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 Covidien plc into Medtronic, following Medtronic's acquisition of Covidien. 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 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. Mr. Burke 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 financial 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 Executive Chairman of Applied Therapeutics. From July 2020 through October 2021, Mr. Johnson served as the Chief Executive Officer and from March 2015 to November 2019 served as Executive Chairman of Strongbridge Biopharma plc., a company focused on building a portfolio of vertical, therapeutically-aligned rare disease franchises. From 2018 through 2020, Mr. Johnson served as Chief Executive Officer of Melinta Therapeutics, a commercial stage company developing and commercializing novel antibiotics. From 2012 through 2014, Mr. Johnson served as Chairman and Chief Executive Officer of Dendreon Corporation. Mr. Johnson previously held various senior positions with Eli Lilly & Company, ImClone Systems, Inc., Johnson & Johnson, and Centocor Ortho Biotech. Mr. Johnson is currently on the board of directors of Xeris (Nasdaq: XERS) and Verastem (Nasdaq: VSTM). Mr. Johnson received his Bachelor of Science degree from the 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. Alan M. 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

  4. PROPOSAL 1 – ELECTION OF DIRECTORS

    Mountain States Health Alliance, the largest health system in upper east Tennessee and southwest Virginia. From July 2010 to January 2014, Mr. Levine served as a Senior Advisor to the Board of Directors, President of the Florida Group and Corporate Senior Vice President 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. From July 2006 to January 2008, Mr. Levine 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 June 2004 to July 2006, 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 January 2003 to June 2004, Mr. Levine served as the Deputy Chief of Staff and Senior Health Policy Advisor to Governor Jeb Bush. Mr. Levine holds a Master of Business Administration degree, a Master of Science degree in health science, and a Bachelor of Science degree 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. Joseph Tyndall, MD 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. From 2008 until his departure from the University of Florida in 2021, Dr. Tyndall served as a professor and chair of the Department of Emergency Medicine at the University of Florida College of Medicine. During his tenure at the University of Florida, 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 University of Florida Health before his recruitment to Morehouse School of Medicine. Dr. Tyndall served on the board of directors of University of Florida Health Shands Hospital from 2010 through 2021 and was chair of the Board of Trustees for the University of Florida 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 through 2021, serving as the society’s president from 2018 to 2019. He is currently a member of the board of directors of Grady Health System in Atlanta, Georgia. Also, he 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 of Science degree in health services management and health policy from Columbia University and his Bachelor of Science degree in chemistry from The George Washington University. He is an elected member of the Alpha Omega Alpha Honor Society and the Gold Humanism Honor Society. He is the current president of the Society for Academic Emergency Medicine Foundation and is serving 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. He 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 on our Board of Directors since December 2023. Ms. Weiler is the Chief Transformation Officer at Solventum, leading one of the largest medtech transformations in the industry. She is also focused on key strategic opportunities across the enterprise with specific focus on the Health Information System and Medical-Surgical Nursing businesses. Previously, Ms. Weiler was Amwell’s Executive Vice President, Chief Commercial and Growth Officer. In her role, she oversaw the company'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 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. She was Chief Marketing Officer of Fidelity Financial Advisor Solutions and held senior marketing leadership roles at Bank of New York Mellon/Pershing and The Hartford. Ms. Weiler holds a Bachelor of Arts degree from Bowdoin College and a Master of Arts degree in international economics and finance from Brandeis University. Ms. Weiler’s qualifications to serve on our Board of Directors include her broad healthcare industry knowledge and extensive healthcare marketing and commercialization experience.

  5. PROPOSAL 1 – ELECTION OF DIRECTORS

    Amy Wendell has served as a member of our Board of Directors since September 2016 and Lead Independent Director from May 2018 through August 2024. 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), in engineering, product management and business development. From December 2006 until Medtronic plc's acquisition of Covidien 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 2024 healthcare spin-off by 3M. Ms. Wendell holds a Master of Science degree in biomedical engineering from the University of Illinois and a Bachelor of Science degree 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, and her knowledge of healthcare policy. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE EIGHT DIRECTOR NOMINEES, WHICH IS DESIGNATED AS PROPOSAL NO. 1.

  6. 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 include the following: Protections Against Overboarding We endeavor to have our directors not be 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 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. 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. Mr. Neels volunteered not to stand for re-election at the Meeting. Director Approval Our directors are elected by a plurality vote. Votes cast by the shareholders are 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.

  7. Compensation Discussion and Analysis

    (1) Mr. Dale joined the Company as CEO and President on August 9, 2024. (2) Ms. Zaderej departed from her position as CEO and President on August 8, 2024 and will depart from the Company as an employee on May 8, 2025. 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. Full year 2024 revenue increased 17.8% compared to 2023. Our growth in 2024 is attributed to our progress in executing on our market development strategy. In 2024, we saw broad-based growth across all the markets we serve which is comprised of (i) trauma, (ii) oral maxillofacial and head and neck, (iii) breast reconstruction neurotization and (iv) upper extremity compression. For each market, positive performance was driven by improved commercial execution of our growth strategy focused on driving adoption of our nerve repair algorithm. Revenue from the distribution of our nerve repair products, Avance® Nerve Graft, Axoguard Nerve Connector®, Axoguard Nerve Protector®, Axoguard HA+ Nerve Protector™, Axoguard Nerve Cap® and Avive+ Soft Tissue Matrix™ in the U.S. is the main contributor to our total reported sales and have been the key component of our growth to date. This strategy has contributed to a 16.2% and 13.6% revenue compounded annual growth rate ("CAGR") over the last two and four years, respectively, as shown in Figure 1. The productivity of our sales force remains a priority. EBITDA, Adjusted EBITDA and Operational Cashflow were similarly positively impacted by our improved sales productivity and resource allocation as shown in Figure 2 and Figure 3, respectively. Figure 1. Revenue CAGR over last two and four years. Figure 2. EBITDA and Adjusted EBITDA in millions. Adjusted EBITDA is calculated as net income or loss excluding interest expense, income taxes, depreciation and amortization, investment income, non-cash stock-based compensation expense and for the years 2021 and 2022, litigation and related costs. The reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the years ended December 31, 2024 and 2023 can be found in our Form 8-K filed on February 25, 2025 with the SEC. The reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the years ended December 31, 2022 and 2021 can be found in our Form 8-K filed on March 14, 2023 with the SEC. Figure 3. Operational Cash Flow is calculated as the net increase (decrease) in cash and cash equivalents, restricted cash, and investments, less cash flow from issuance and repayment of long-term debt. The calculation of Operational Cashflow can be derived from our Consolidated Balance Sheets included in our Consolidated Financial Statements in our Annual Reports on Form 10-K for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 to calculate the net increase (decrease) in cash and cash equivalents, restricted cash, and investments. The cash flows from the issuance and repayment of long-term debt can be derived from our Consolidated Statements of Cash Flows included in our Consolidated Financial Statements in our Annual Reports on Form 10-K for the years ended December 31, 2024, 2023, 2022 and 2021. Key Milestones The FDA accepted the filing of the Company’s BLA for Avance Nerve Graft on November 1, 2024 and assigned a Prescription Drug User Fee Act goal date of September 5, 2025. The Company continues to work through the process with the FDA and anticipates approval in September 2025. Management completed a strategic planning exercise outlining strategic priorities believing the Company will achieve a revenue CAGR of 15-20% over the 4-year planning period of 2025 through 2028. Key Compensation Decisions and Outcomes in 2024 In 2024, the Compensation Committee and the Company continued to undertake a review 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 2024: •Our Compensation Committee recommended and our Board approved equity-based compensation for our new CEO, Michael Dale, which was 100% performance-based. Coincident with his hire date in August 2024, Mr. Dale was granted 450,000 PSUs that will pay out between 0% and 200% based on share price appreciation over a three-year period. Additionally, he received 150,000 PSUs that will pay out between 0% and 100% based on approval of the Company's BLA for Avance Nerve Graft. Mr. Dale did not receive any time-based equity in 2024. •The Compensation Committee approved equity awards for 2024 comprised of: ◦PSUs that are subject to performance goals aligned with the Company’s share price appreciation over a three-year performance period from February 2024 to February 2027 that will pay out between 0% and 200% ("TSR PSUs"). TSR PSUs granted in February 2024 were limited to 100% of target absent the shareholders' approval of the Third Amendment to the 2019 Plan received at the 2024 Shareholders meeting on June 5, 2024; ◦PSUs that are subject to performance goals aligned with the Company’s BLA for Avance Nerve Graft with a performance period ending December 31, 2025 that will pay out between 0% and 100% ("BLA PSUs"); ◦for our CFO, Nir Naor, appointed in December 2023, RSUs that vest over three years with one-third on the first anniversary of the grant date and one-sixth each six months thereafter; and ◦our former CEO, Ms. Zaderej, who departed from her role in August 2024 was not granted any equity for 2024. ◦For outstanding PSU awards granted in 2022 and 2023 tied to the Company's revenue targets that will pay out between 0% and 150% ("Revenue PSUs"), the Compensation Committee evaluated performance against the Company's predetermined performance metrics and determined that: ▪the performance pursuant to the 2024 tranches of each of the three-year performance periods was evaluated in early 2025 and 113.6% of the target shares were earned; ▪the final determination of the awards granted in 2022 with the three-year performance period from 2022 through 2024 was evaluated in early 2025 and based on actual achievement 99.2% of the target shares were earned. ◦For outstanding BLA PSUs, in September 2024, the Compensation Committee determined the milestone tied to the submission of the BLA for Avance Nerve Graft was achieved. For the BLA PSU awards granted in 2017, 2018 and 2019, upon this determination, 5% of the target awards vested immediately and 5% will vest in September 2025. For the BLA PSU awards granted in February 2024, 10% of the target awards vested in February 2025. For the BLA PSU awards granted to our CEO, Mr. Dale, in August 2024, no awards vested or will vest upon the BLA submission milestone. ◦For a more complete summary of the outstanding PSU awards, see the section entitled "Achievement of PSU Grants". •The Compensation Committee approved base salary increases for incumbent NEOs ranging between 0% and 15%, with a median increase of 4%. •The Compensation Committee made no adjustments to annual incentive targets for incumbent NEOs.

  8. Compensation Discussion and Analysis

    | What We Heard | How We Responded | | We should better link executive compensation to the Company's performance. | In 2024, the outgoing CEO was not granted any equity and the equity approved by our Compensation Committee for our NEOs as part of our annual equity grant process was 100% performance-based in the form of PSUs tied to three-year share price appreciation and tied to the achievement of certain BLA milestones, including BLA approval for Avance Nerve Graft. Additionally, 100% of the equity granted to our new CEO was in the form of performance awards tied to the same milestones. | | We should continue to focus on best practices in terms of corporate governance. | In 2024, upon the appointment of Mr. Dale as CEO, we separated the role of Chairman and CEO. Mr. Thomas was appointed as Chairman in August of 2024. | | Performance-based equity compensation should be based on one or more three-year performance metrics that align with shareholder value and should vest, if at all, at the end of the three-year performance period. | In 2025, the equity granted to our NEOs was 50% in the form of PSUs tied to 3-year revenue CAGR and relative total shareholder return ("TSR") versus a peer group with cliff vesting at the end of the three-year performance period. |

  9. Compensation Discussion and Analysis

    | 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 | ✔ Annual say-on-pay vote | | ✔ Responsible use of shares under our long-term incentive program | ✔ Perform an annual risk assessment of our compensation program | | ✔ Clawback Policy | ✔ Align management and shareholder interests | | ✔ Multi-year performance period for PSU grants | | | 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 non-qualified defined contribution or other deferred compensation plans | X No guaranteed minimum bonuses or uncapped incentives under our annual cash incentive plan | | X No single-trigger change-in-control payments | X No changes to PSU targets subsequent to grant date |

  10. Compensation-Setting Process

    Compensation-Setting Process Role of Compensation Committee Our Compensation Committee is responsible for, among other things, overseeing our executive compensation philosophy and our executive compensation program, determining and approving the compensation for our executive officers, negotiating executive employment contracts, and helping to establish appropriate compensation for directors and other key employees. Our Compensation Committee regularly reports to our Board of Directors on its deliberations, but is ultimately responsible for compensation decisions, as described in the Compensation Committee’s Charter. Our Compensation Committee reviews, on at least an annual basis, our executive compensation program, including our incentive compensation plans, to determine whether they are appropriate, properly coordinated, and achieve their intended purposes, and recommends to our Board of Directors any modifications or new plans or programs. It also reviews the compensation of our executive officers and makes decisions about the various components that comprise their compensation packages. Role of Consultants Since May 2016, our Compensation Committee has engaged Aon to provide the Compensation Committee with a thorough analysis of our executive compensation, focusing on all compensation components. In 2024, Aon assisted the Compensation Committee with, among other things: •Executive and director market pay analysis; •Reviewing and modifying the compensation peer group; •Development of 2024 executive and director pay programs; and •Reviewing our Compensation, Discussion & Analysis disclosure. The Compensation Committee annually evaluates the independent compensation consultant’s independence and performance under the applicable SEC and Nasdaq listing standards. The Compensation Committee believes that working with an independent compensation consultant furthers the Company’s objectives to recruit and retain qualified executives, align their interests with those of shareholders and ensure that their compensation packages will appropriately motivate and reward ongoing achievement of business goals. The Compensation Committee conducted a specific review of its relationship with Aon in 2024 and determined that Aon’s work for the Compensation Committee did not raise any conflicts of interest. Role of Management The Company’s CEO, CFO, Vice President of Human Resources ("HR") and GC are involved in the design and implementation of our executive compensation and are typically present at Compensation Committee meetings, except that the CEO, CFO, HR and GC are not present during any voting or deliberations on their salary and equity compensation. In 2024, the CEO, CFO, HR and GC reviewed the analysis and recommendations of Aon with the Compensation Committee and made recommendations regarding proposed salary, equity awards and bonus amounts for our officers (other than themselves). The Compensation Committee exercises its discretion in accepting, rejecting and/or modifying any such executive compensation recommendations and approves all compensation and equity awards. Use of Competitive Data To assess the competitiveness of our executive compensation program and compensation levels, our Compensation Committee, with the assistance of Aon, examines the competitive compensation data for senior executives of our peer companies. The Compensation Committee uses the peer group to reference recent market data and understand the marketplace. However, the Compensation Committee also recognizes the importance of flexibility and considers other factors as well, such as individual performance, experience, internal equity, history and scope of responsibility, current market conditions and the specific needs of the business at critical points in time. 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.

  11. 2024 Peer Group

    2024 Peer Group For our 2024 Peer Group, the 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 – Health care equipment and health care supplies companies; along with biotechnology companies to broaden our market perspective. •Market Capitalization – 1/3x to 4x Axogen’s market capitalization. Axogen's market capitalization as of September 31, 2023, during the 2024 peer group selection process, was $215 million. The 1/3x to 4x range is $71 million to $860 million, respectively. •Revenue – 1/3x to 4x Axogen’s projected revenue. Revenue for 2024 was expected to be between $177 million and $181 million, during the 2024 peer group selection process. The 1/3x to 4x range is between $59 million and $724 million, respectively. •Headcount – 1/3x to 4x Axogen’s projected headcount. On September 13, 2023, the Compensation Committee, with the assistance of Aon, evaluated the appropriateness of the continued inclusion of each company in our 2024 peer group. Using the criteria listed above, our Compensation Committee removed two companies from the 2023 peer group: Cardiovascular Systems and SeaSpine, and added the following two companies: Cerus and OrthoPediatrics for a total of eighteen companies that comprise the Company's 2024 Peer Group:

  12. 2024 Peer Group

    | Alphatec | Cutera | Silk Road Medical | | AngioDynamics | Glaukos | STAAR Surgical Company | | Artivion | iRhythm Technologies | Tactile Systems Technology | | AtriCure | OrthoPediatrics | Treace Medical Concepts | | Bioventus | Paragon 28 | Vericel | | Cerus | SI-BONE | Zynex |

  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 his or her compensation. In 2024, our former 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 2024 compensation.

  14. 2024 Annual Cash Incentives

    2024 Annual Cash Incentives 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. On February 19, 2024, our Compensation Committee approved, and our Board ratified, our performance-based bonus award plan for 2024 (the “2024 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 2024 fiscal year relating to revenue, year-end cash balance and significant operational goals. In addition to significant corporate objectives, the 2024 Annual Cash Incentive included a BLA supplement goal based on the extent to which Axogen achieved certain milestones supporting strategic BLA innovation initiatives. The parameters and certain details associated with the operational goals are provided in the footnotes to the table below. 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 the minimum total revenue threshold or minimum cash target were not achieved, the total bonus payout was capped at 80%, inclusive of corporate objective and supplemental bonus goals. The Compensation Committee approved these performance goals for the 2024 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 2024 fiscal year. Individual bonuses paid, if any, are calculated by multiplying the executive’s annual base salary by the calculated earned percentage of target bonus amount. The earned percentage of target bonus amount is calculated using the 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. 2024 Annual Cash Incentives

    | 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 | $174M; 9.4% growth | 20% | $180M; 13.2% growth | 40% | $198M; 124.5% growth | (1) | $187.3M; 17.8% growth | 56.5% | | Year-end cash balance | $30M | 20% | $34M | 40% | $42M | (1) | $39.5M | 67.0% | | Protection category revenue growth | $4.1M | 5% | $5.6M | 10% | $8.7M | (1) | $9.9M | 24.1% | | Product and Quality Systems Management Goal Achievement | (2) | 5% | (2) | 10% | (2) | 20% | (2) | 20.0% | | BLA supplemental | (3) | —% | (3) | —% | (3) | 20% | (3) | —% | | Total | | 50% | | 100% | | 200% | | 167.6% |

  16. 2024 Annual Cash Incentives

    (1) Maximum % of target bonus for this metric was not capped but the total bonus payout was capped. (2) 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 10% and a potential payout range of 0% to 20%, based upon the nature and extent of all audit observations. The Company earned the maximum payout of 20% in 2024 based upon the outcomes of all regulatory audits. (3) Supplemental goal with milestones supporting strategic BLA innovation initiatives. The net payout earned for this goal was 0%. For our NEOs, a total of 167.6% of targeted bonus amounts were earned in 2024. Annual cash incentives earned were as follows:

  17. 2024 Annual Cash Incentives

    | Executive | Base Salary for Purposes of Bonus ($) | Target Bonus % | Target Bonus 2024 ($) | 2024 Actual Bonus Paid ($) | | Michael Dale (1) | 303,163 | 100% | 303,163 | 509,493 | | Nir Naor | 475,140 | 60% | 285,084 | 477,801 | | Marc Began | 423,919 | 60% | 254,351 | 426,293 | | Jens Kemp | 374,419 | 60% | 224,651 | 376,496 | | Erick DeVinney | 400,318 | 50% | 200,159 | 335,467 | | Karen Zaderej (2) | 439,585 | 100% | 439,585 | 735,420 |

  18. 2024 Annual Cash Incentives

    (1) Mr. Dale joined the Company on August 9, 2024 as President and CEO. (2) Ms. Zaderej departed from her position as President and CEO on August 8, 2024 and will depart from the Company as an employee on May 8, 2025. Ms. Zaderej's base salary for purposes of bonus included her 2024 base pay up to the date she departed as President and CEO. During Ms. Zaderej's term as senior advisor, from August 9, 2024 through May 8, 2025, her salary is not eligible for annual cash incentives.

  19. Equity Compensation

    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:

  20. •Performance share units

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

  21. •Restricted share units

    •Restricted share units ◦Vesting occurs over four 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.

  22. •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. 2024 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. In February 2024, the Compensation Committee approved, and the Board of Directors ratified, our annual equity award grants to our executive officers as part of their 2024 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. In 2024, the awards to Messrs. Dale, Began, and Kemp were 100% performance-based, the awards to Mr. DeVinney were 76% performance-based, and the awards to Mr. Naor were 100% time-vesting. Our former CEO, Ms. Zaderej, received no equity awards in 2024. See the section entitled "Key Compensation Decisions and Outcomes in 2024" of the CD&A for additional details. The 2024 equity grants to our NEOs consisted of:

  23. •Stock options

    | Executive | No. of TSR PSUs (1) | No. of BLA PSUs (2) | No. of RSUs | No. of Stock Options | | Michael Dale (3) | 450,000 | 150,000 | — | — | | Nir Naor (4) | — | — | 300,000 | — | | Marc Began | 68,600 | 25,000 | — | — | | Jens Kemp | 68,600 | 25,000 | — | — | | Erick DeVinney (5) | 68,600 | 25,000 | 50,000 | — | | Karen Zaderej (6) | — | — | — | — |

  24. •Stock options

    (1) The number of TSR PSUs are presented at target, actual achievement will pay out between 0% and 200% of target and have a performance period from February 2024 through February 2027. (2) The number of BLA PSUs are presented at target, actual achievement will pay out between 0% and 100% of target and have a performance period through December 2025. (3) Mr. Dale joined the Company on August 9, 2024 as President and CEO. All equity awards granted to Mr. Dale are intended to qualify as an employment inducement grant under Nasdaq Listing Rule 5635(c)(4). (4) Mr. Naor was granted inducement RSUs in 2024 as part of his employment agreement executed in December 2023. Shares representing one-third of the RSUs will vest on the one-year anniversary of the grant date and shares representing one-sixth of the RSUs will vest on each six-month anniversary thereafter. (5) Mr. DeVinney was awarded RSUs in 2024 as part of his promotion from Vice President of Peripheral Nerve Science to Chief Innovation Officer effective January 1, 2024, in additional to the annual grant comprised of the TSR PSUs and BLA PSUs. RSUs will vest over four-years with 50% vesting 24 months from the option grant date and an additional 12.5% vesting every six months thereafter. (6) Ms. Zaderej departed from her position as President and CEO on August 8, 2024 and will depart from the Company as an employee on May 8, 2025. Ms. Zaderej received no equity awards in 2024. Achievement of PSU Grants PSUs Tied to Company Share Price (TSR PSUs) During 2024, the Company issued TSR PSU awards to certain employees, including Messrs. Dale, Began, Kemp and DeVinney from our NEO group, tied to the Company's share price targets that will pay out between 0% to 200%. TSR PSUs granted in February 2024 to Messrs. Began, Kemp and DeVinney were initially limited to 100% of target absent the shareholders' approval of the Third Amendment to the A&R 2019 Plan received at the 2024 Shareholders meeting on June 5, 2024. Shareholder approval was granted at the 2024 Shareholders meeting on June 5, 2024 and the target payout was increased to 200%. The payout earned will be determined by the Compensation Committee upon achievement of specific average share prices over a 30-day trading period immediately preceding the end of the performance period of February 22, 2024 through February 22, 2027. PSUs Tied to the Company's BLA for Avance Nerve Graft (BLA PSUs) During 2024, the Compensation Committee approved BLA PSU awards to certain employees, including Messrs. Dale, Began, Kemp and DeVinney from our NEO group, related to their work on the BLA for Avance Nerve Graft. In December 2017, December 2018 and December 2019, the Compensation Committee approved BLA PSU awards to certain employees, including Mr. DeVinney from our NEO group, related to their work on the BLA for Avance Nerve Graft. The number of shares available for grant is linked to certain milestones related to the BLA for Avance Nerve Graft submission to and approval by the FDA. BLA PSUs issued in 2024, 2019 and 2017 have performance periods through December 31, 2025. BLA PSUs issued in 2018 have performance periods through January 1, 2025. The performance measure is based upon achieving each of the specific milestones and the awards issued in 2024 have a requisite service period through the date of the milestone achievement but not sooner than one year after the grant date. The awards issued in 2017, 2018 and 2019 vest 50% upon achievement of each of the milestones and 50% one year later. In September 2024, the Compensation Committee determined that the milestone tied to the submission of the BLA for Avance Nerve Graft was achieved and 10% of the target shares were earned. For the BLA PSU awards granted in 2017, 2018 and 2019, 5% of the target awards (or 50% of the earned awards) vested immediately and 5% will vest in September 2025. For the BLA PSU awards granted in February 2024, 10% of the target awards (or 100% of the earned awards) vested in February 2025. No awards vested or will vest related to the BLA for Avance Nerve Graft submission milestone for BLA PSUs awarded in August 2024 to our CEO, Mr. Dale. PSUs Tied to Revenue Growth (Revenue PSUs) In March 2022, the Compensation Committee approved Revenue PSU awards to certain employees, including Ms. Zaderej and Mr. DeVinney from our NEO group. The target number of Revenue PSUs are divided into three tranches, with one-third eligible to vest based on performance with respect to each of calendar years 2022, 2023 and 2024, subject to the CAGR payout factor. The payout ranges from 0% to 150% of target upon achievement of specific annual revenue growth targets of between 10% and 25% during the three-year performance period from 2022 through 2024, 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. In early 2025, the Compensation Committee determined that 99.2% of the target shares were earned based on actual achievement. The actual number of Revenue PSUs that vest during the performance period is equal to the target number of Revenue PSUs multiplied by the greater of (i) the average of the calendar year payout factors for each of the three calendar years during the performance period and (ii) the three-year CAGR for the performance period. In February 2023, the Compensation Committee approved Revenue PSU awards to certain employees, including Ms. Zaderej and Messrs. Began, Kemp, and DeVinney from our NEO group. The target number of Revenue PSUs will be divided into three tranches, with one-third eligible to vest based on performance with respect to each of calendar years 2023, 2024 and 2025, subject to the CAGR payout factor. The payout ranges from 0% to 150% of target upon achievement of specific annual revenue growth targets of between 10% and 25% during the three-year performance period from 2023 through 2025, with a 100% of target payout set at 15% annual revenue growth. The award will be earned and vest upon the final determination of the annual revenue growth in 2025 and the CAGR across the three-year period. The actual number of Revenue PSUs that vest during the performance period is determined at the end of the performance period and will equal the target number of Revenue PSUs multiplied by the greater of (i) the average of the calendar year payout factors for each of the three calendar years during the performance period and (ii) the three-year CAGR for the performance period. The achievements as determined by the Compensation Committee for the Revenue PSUs are as follows:

  25. •Stock options

    | | Revenues (in millions) ($) | Annual Revenue Growth (%) | 2022 - 2024 Revenue PSU Awards Achievement (%) (1) | 2023 -2025 Revenue PSU Awards Achievement (%) | | 2022 | 138.6 | 12.4% | 74.1% | NA | | 2023 | 159.1 | 14.8% | 97.9% | 97.9% | | 2024 | 187.3 | 17.7% | 113.6% | 113.6% | | 2025 | (2) | (2) | NA | (2) | | Average Achievement | | | 95.2% | (2) | | Revenue CAGR | | | 99.2% | (2) | | Payout Achievement | | | 99.2% | (2) |

  26. •Stock options

    (1) Calculation for the 2022 - 2024 Revenue PSU awards excludes the impact from sales of Avive in 2021. (2) Amounts to be determined by the Compensation Committee after completion of the 2023-2025 performance period in early 2026.

  27. Inducement Equity Awards

    Inducement Equity Awards Inducement Plan In March 2024, the Board of Directors adopted an Inducement Plan and reserved 100,000 shares of common stock for issuance as awards under the plan. Awards under the plan are intended to qualify as an employment inducement grant under Nasdaq Listing Rule 5635(c)(4). 51,300 shares remain available for grant as of April 1, 2025 under this plan. Inducement Awards to NEOs Inducement awards granted to our NEOs are intended to qualify as employment inducement grants under Nasdaq Listing Rule 5635(c)(4). Inducement awards to our NEOs consisted of the following: •1,050,000 shares of common stock for issuance upon the settlement of 1,050,000 PSUs were granted to Mr. Dale, our CEO, to induce him to accept employment with the Company. •135,000 shares of common stock for issuance upon the settlement of 45,000 RSUs and 90,000 stock options were granted to Mr. Began on March 1, 2023 to induce him to accept employment with the Company. •90,000 shares of common stock for issuance upon the settlement of 30,000 RSUs and 60,000 stock options were granted to Mr. Kemp on March 1, 2023 to induce him to accept employment by the Company.

  28. Retirement and Other Benefits

    Retirement and Other Benefits Our executive officers are eligible to participate in our tax-qualified Section 401(k) retirement savings plan on the same basis as our other employees. Employees are eligible to participate in the 401(k) plan immediately upon commencing employment, and enrollment is available any time during employment. Participating employees may make annual contributions to their accounts up to a maximum amount as limited by law. The Axogen 401(k) Plan requires the Company to make 100% matching contributions on up to 3% of the employee’s annual salary and 50% matching contributions on up to the next 2% of the employee’s annual salary as long as the employee participates in the 401(k) plan. Both employee contributions and our contributions are fully vested at all times. In 2024, our matching contribution was 3% for the first 3% of compensation contributed and 1% for the next 2% of compensation contributed of each executive officer’s annual base salary. We contributed, on an aggregate basis, approximately $74,800 in matching funds for our NEOs in 2024. Additional benefits received by our executive officers include medical, dental, vision, short-term disability, long term disability, life and accidental death and dismemberment insurance. These benefits are provided on substantially the same basis as to all our full-time employees. Historically, we have not provided perquisites or other personal benefits to our executive officers. We do reimburse remote NEOs in the same manner as other remote employees for their travel to and from our facilities per the Company's travel and expense policy. We do not view perquisites or other personal benefits as a component of our executive compensation program. Our future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our Compensation Committee. The Compensation Committee approved a provision to our equity awards granted after March 2022 to certain employees with a title of Vice President and above. This provision generally provides for continued vesting of equity awards after a specified event which is generally defined as the termination of service after attainment of age sixty with at least ten years of continuous service, provided that the employee has provided at least twelve months of advance notice of the retirement date or six months of advance notice for Vice Presidents. As of December 31, 2024, there are NEOs who have been granted award agreements which contain a qualified retirement provision; Michael Dale, Marc Began, Jens Kemp, and Erick DeVinney. Additionally, as of December 31, 2024, our former CEO Ms. Zaderej, former NEO Mr. Donovan and one Vice President met the service, age and notice requirements to be entitled to the qualified retirement provision benefits.

  29. Post-Employment Compensation Arrangements

    Post-Employment Compensation Arrangements The employment agreements provide each of our executive officers with certain protection in the event of his or her termination of employment under specified circumstances, including termination of employment following a change-in-control of our Company (i.e. double-trigger payment). We believe that these protections serve our executive retention objectives by helping our NEOs maintain continued focus and dedication to their responsibilities to maximize shareholder value, including in the event that there is a potential transaction that could involve a change-in-control of our Company. The terms of these agreements were determined after review by our Compensation Committee of our retention goals for each executive officer and an analysis of competitive market data. For a summary of the material terms and conditions of these severance and change-in-control arrangements, see the section entitled “Executive Compensation — Potential Payments Upon Termination or Change-in-Control.”

  30. Tax and Accounting Considerations

    Tax and Accounting Considerations 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 2024. We have not agreed and are not otherwise obligated to provide any executive officer with a “gross-up” or other reimbursement under these sections. Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718") for our stock-based compensation awards. ASC 718 requires companies to calculate the grant date fair value of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables that accompany this CD&A, even though recipients may never realize any value from their awards. ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their statements of operations over the period that the recipient of the award is required to render service in exchange for the award.

  31. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation for the years 2024, 2023 and 2022 for our NEOs.

  32. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(9) | Total ($) | | Michael Dale (3) | 2024 | 303,163 | 8,025,000 | — | 509,493 | 10,266 | 8,847,922 | | CEO and President | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Nir Naor (4) | 2024 | 475,140 | 2,073,000 | — | 477,801 | 22,941 | 3,048,882 | | CFO | 2023 | 36,438 | — | — | 23,853 | — | 60,291 | | | 2022 | — | — | — | — | — | — | | Marc Began (5) | 2024 | 423,919 | 973,992 | — | 426,293 | 23,370 | 1,847,574 | | EVP, GC | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Jens Kemp (5) | 2024 | 374,419 | 973,992 | — | 376,496 | 21,064 | 1,745,971 | | Chief Marketing | 2023 | — | — | — | — | — | — | | Officer | 2022 | — | — | — | — | — | — | | Erick DeVinney (6) | 2024 | 400,318 | 1,508,492 | — | 335,467 | 22,290 | 2,266,567 | | Chief Innovation | 2023 | 348,000 | 631,001 | 316,800 | 189,834 | 20,062 | 1,505,697 | | Officer | 2022 | — | — | — | — | — | — | | Karen Zaderej (7)(8) | 2024 | 439,585 | — | — | 735,420 | 1,300,622 | 2,475,627 | | Former CEO and | 2023 | 700,000 | 3,159,140 | 886,050 | 763,700 | 25,791 | 5,534,681 | | President | 2022 | 673,992 | 2,125,120 | 1,420,989 | 161,998 | 16,193 | 4,398,292 |

  33. Summary Compensation Table

    (1)Stock award and option award amounts are calculated based on the aggregate grant date fair value computed in accordance with ASC 718. For information regarding assumptions underlying the valuation of such, see Note 11 of the Consolidated Financial Statements in our 2024 Annual Report filed on February 26, 2025. (2)Bonuses were earned in the respective year and paid in March of the following year after final Compensation Committee approval. (3)Mr. Dale was appointed President and CEO on August 9, 2024; therefore, no compensation information has been provided for 2023 and 2022. (4)Mr. Naor was appointed CFO on December 4, 2023; therefore, no compensation information has been provided for 2022. (5)Mr. Began and Mr. Kemp qualified as NEOs for 2024, however, they did not qualify as a NEO for 2023 and 2022; therefore, no compensation information has been provided for 2023 and 2022. (6)Mr. DeVinney qualified as a NEO for 2024 and 2023, however, he did not qualify as a NEO for 2022; therefore, no compensation information has been provided for 2022. (7) Ms. Zaderej departed from her position as President and CEO on August 8, 2024, and will depart from the Company as an employee on May 8, 2025. (8) Stock options issued on March 16, 2022 to Ms. Zaderej were premium priced with an exercise price 25% greater than the closing market price on the date of grant. (9) All other compensation, as summarized in the following table for 2024:

  34. Summary Compensation Table

    | Name | 401(k) Company Match ($) | Life Insurance Premiums ($) | Severance ($) | Senior Advisory Wages ($) | Total ($) | | Michael Dale | 6,179 | 4,087 | — | — | 10,266 | | Nir Naor | 13,420 | 9,521 | — | — | 22,941 | | Marc Began | 13,800 | 9,570 | — | — | 23,370 | | Jens Kemp | 13,800 | 7,264 | — | — | 21,064 | | Erick DeVinney | 13,800 | 8,490 | — | — | 22,290 | | Karen Zaderej (1)(2) | 13,800 | 12,590 | 374,232 | 900,000 | 1,300,622 |

  35. Summary Compensation Table

    (1) Severance includes the following: severance of $296,800, accrued vacation of $42,000 and continuation of health benefits prescribed by the Consolidated Omnibus Budget Reconciliation Act ("COBRA") payments for 18 months of $35,432. (2) Senior advisory wages include wages from August 9, 2024 through May 8, 2025 per the terms of the Separation Agreement; $112,500 per month for the first six months and $75,000 per month for the three subsequent months.

  36. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information regarding plan-based awards granted to our NEOs in 2024.

  37. Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Awards: Number of Units | Market Value on Grant Date ($/Sh) | Grant Date Fair Value of Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Michael Dale (1)(2) | | | | | | | | | | | | PSUs | 8/9/2024 | — | — | — | — | 150,000 | 150,000 | — | 11.02 | 1,653,000 | | PSUs | 8/9/2024 | — | — | — | — | 450,000 | 900,000 | — | 11.02 | 6,372,000 | | Non-Equity Incentive Plan Awards | | — | 303,163 | 606,326 | — | — | — | — | — | — | | Nir Naor (2)(3) | | | | | | | | | | | | RSUs | 1/1/2024 | — | — | — | — | — | — | 300,000 | 6.91 | 2,073,000 | | Non-Equity Incentive Plan Awards | | — | 285,084 | 570,168 | — | — | — | — | — | — | | Marc Began | | | | | | | | | | | | PSUs (4) | 2/22/2024 | — | — | — | — | 68,600 | 68,600 | — | 10.23 | 508,326 | | PSUs | 2/22/2024 | — | — | — | — | 25,000 | 25,000 | — | 10.23 | 255,750 | | PSUs (4) | 6/5/2024 | — | — | — | — | — | 68,600 | — | 7.00 | 209,916 | | Non-Equity Incentive Plan Awards | | — | 254,351 | 508,703 | — | — | — | — | — | — | | Jens Kemp | | | | | | | | | | | | PSUs (4) | 2/22/2024 | — | — | — | — | 68,600 | 68,600 | — | 10.23 | 508,326 | | PSUs | 2/22/2024 | — | — | — | — | 25,000 | 25,000 | — | 10.23 | 255,750 | | PSUs (4) | 6/5/2024 | — | — | — | — | — | 68,600 | — | 7.00 | 209,916 | | Non-Equity Incentive Plan Awards | | — | 224,651 | 449,303 | — | — | — | — | — | — | | Erick DeVinney | | | | | | | | | | | | PSUs (4) | 2/22/2024 | — | — | — | — | 68,600 | 68,600 | — | 10.23 | 508,326 | | PSUs | 2/22/2024 | — | — | — | — | 25,000 | 25,000 | — | 10.23 | 255,750 | | PSUs (4) | 6/5/2024 | — | — | — | — | — | 68,600 | — | 7.00 | 209,916 | | RSUs | 3/1/2024 | — | — | — | — | — | — | 50,000 | 10.69 | 534,500 | | Non-Equity Incentive Plan Awards | | — | 200,159 | 400,318 | — | — | — | — | — | — | | Karen Zaderej (5) | | | | | | | | | | | | Non-Equity Incentive Plan Awards | | — | 439,585 | 879,169 | — | — | — | — | — | — |

  38. Grants of Plan-Based Awards Table

    (1) Mr. Dale was appointed President and CEO on August 9, 2024. (2) All PSUs and RSUs awarded to Mr. Dale and Mr. Naor are intended to qualify as inducement shares in accordance with Nasdaq Listing 5636(c)(4). (3) RSUs awarded to Mr. Naor vest over three years with one-third upon the first anniversary of the grant date and one-sixth every six months thereafter. (4) Award has a payout range of 0% to 200%, limited to 100% of target as of the February 22, 2024 grant date until shareholder approval of the A&R 2019 Plan was received on June 5, 2025. The award dated February 22, 2024 represents a 0% to 100% payout and the June 5, 2024 award represents the over 100% to 200% payout. (5) Ms. Zaderej departed from her position as President and CEO on August 8, 2024 and will depart from the Company as an employee on May 8, 2025.

  39. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table summarizes the equity awards granted to our NEOs that remain outstanding as of December 31, 2024.

  40. Outstanding Equity Awards as of December 31, 2024

    | | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity Incentive Plan Awards: | | | Name Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) | Number of Securities Underlying Unexercised Options Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) | Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | | Michael Dale | | | | | | | | | | 8/9/2024(4) | — | — | — | NA | — | — | 150,000 | 2,472,000 | | 8/9/2024(4) | — | — | — | NA | — | — | 450,000 | 7,416,000 | | Nir Naor | | | | | | | | | | 1/1/2024(4) | — | — | — | NA | 300,000 | 4,944,000 | — | — | | Marc Began | | | | | | | | | | 3/1/2023(4) | — | 90,000 | 8.16 | 3/01/2033 | 45,000 | 741,600 | — | — | | 3/16/2023 | — | — | — | NA | — | — | 30,000 | 494,400 | | 2/22/2024(5) | — | — | — | NA | — | — | 68,600 | 1,130,528 | | 2/22/2024 | — | — | — | NA | — | — | 25,000 | 412,000 | | 6/5/2024(5) | — | — | — | NA | — | — | 68,600 | — | | Jens Kemp (4) | | | | | | | | | | 3/1/2023(4) | — | 60,000 | 8.16 | 3/01/2033 | 30,000 | 494,400 | — | — | | 3/16/2023 | — | — | — | NA | — | — | 45,000 | 741,600 | | 2/22/2024(5) | — | — | — | NA | — | — | 68,600 | 1,130,528 | | 2/22/2024 | — | — | — | NA | — | — | 25,000 | 412,000 | | 6/5/2024(5) | — | — | — | NA | — | — | 68,600 | — | | Erick DeVinney | | | | | | | | | | 12/29/2016 | 50,000 | — | 8.95 | 12/29/2026 | — | — | — | — | | 12/18/2017 | 13,900 | — | 27.00 | 12/18/2027 | — | — | 47,500 | 782,800 | | 12/27/2018 | 11,900 | — | 19.17 | 12/27/2028 | — | — | — | — | | 3/16/2020 | 24,000 | — | 8.61 | 3/16/2030 | — | — | — | — | | 3/16/2021 | 20,562 | 2,938 | 20.91 | 3/16/2031 | 2,950 | 48,616 | — | — | | 3/16/2022 | 14,836 | 8,902 | 8.20 | 3/16/2032 | 12,725 | 209,708 | 24,799 | 408,688 | | 3/16/2023 | — | 64,000 | 8.27 | 3/16/2033 | 46,300 | 763,024 | 30,000 | 494,400 | | 2/22/2024(5) | — | — | — | NA | — | — | 68,600 | 1,130,528 | | 2/22/2024 | — | — | — | NA | — | — | 25,000 | 412,000 | | 3/01/2024 | — | — | — | NA | 50,000 | 824,000 | — | — | | 6/5/2024(5) | — | — | — | NA | — | — | 68,600 | — | | Karen Zaderej (6)(7) | | | | | | | | | | 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 | — | — | — | — | | 3/16/2020 | 80,200 | — | 8.61 | 3/16/2030 | — | — | — | — | | 3/16/2021 | 57,450 | — | 20.91 | 3/16/2031 | — | — | — | — | | 3/16/2022 | 158,592 | 158,593 | 10.25 | 3/16/2032 | 84,847 | 1,398,279 | 88,750 | 1,462,600 | | 3/16/2023 | — | 179,000 | 8.27 | 3/16/2033 | 112,000 | 1,845,760 | 270,000 | 4,449,600 |

  41. Outstanding Equity Awards as of December 31, 2024

    (1)Stock options are fully vested four years from the option grant date 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 vesting every six months thereafter. (2)Unvested shares and units are comprised of (i) PSUs granted in 2017, 2022, 2023 and 2024 and (ii) RSUs granted in March 2021, March 2022, March 2023, January 2024 and March 2024. The vesting terms for each type of award are described below: a.PSUs - Each PSU represents the Company’s commitment to issue shares 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 determination by the Compensation Committee that the performance criteria was achieved, shares are immediately vested, provided that the particular officer has been continuously employed through each vesting date as to the particular number of shares vesting or has meet the conditions for a qualified retirement. In the event of a “Change-in-Control” (as defined in the respective award agreement), the vesting of 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 the 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), the vesting of all of the RSUs shall accelerate and the RSUs 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 2024, which was $16.48 and with respect to PSUs, assumes target performance. (4)Shares are intended to qualify as inducement shares in accordance with Nasdaq Listing 5636(c)(4). (5)Award has a payout range of 0% to 200%, limited to 100% of target as of the February 22, 2024 grant date until shareholder approval of the third A&R 2019 Plan on June 5, 2025. The award dated February 22, 2024 represents a 0% to 100% payout and the June 5, 2024 award represents the over 100% to 200% payout. (6)Stock options issued on March 16, 2022 to Ms. Zaderej were premium-priced with an exercise price 25% greater than the closing market price on the date of grant. (7)As of December 31, 2024, there were no stock awards outstanding for Ms. Zaderej with grant dates prior to 2022 as all unvested stock awards were forfeited due to her departure from her position as CEO of the Company in August 2024. Ms. Zaderej met the conditions for a qualified retirement under each respective stock award, RSU and PSU agreement and the awards will continue to vest. Ms. Zaderej has until the earlier of the expiration of the option or 90 days after the last day of the senior advisory period to exercise the vested stock options with grant dates prior to 2022 and has until the earlier of the expiration of the option or 3 years after her last day as CEO to exercise the vested stock options granted in 2022 and 2023.

  42. Option Exercises and Vested Stock

    Option Exercises and Vested Stock The following table provides information regarding the exercise of stock options by our NEOs and vesting of stock awards held by our NEOs during 2024.

  43. Option Exercises and Vested Stock

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Michael Dale | — | — | — | — | | Nir Naor | — | — | — | — | | Marc Began | — | — | — | — | | Jens Kemp | — | — | — | — | | Erick DeVinney | — | — | 21,175 | 178,459 | | Karen Zaderej | — | — | 110,322 | 850,583 |

  44. Option Exercises and Vested Stock

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

  45. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control In this section, we describe payments that may be made to our NEOs upon several events of termination, including termination in connection with a change-in-control.

  46. 2024 Potential Payments Upon Termination or Change-in-Control

    2024 Potential Payments Upon Termination or Change-in-Control In connection with a termination of employment, including if there is a termination in connection with a change-in-control of the Company, our NEOs would be eligible to receive certain payments, benefits and treatment of the various forms of equity that such NEO holds (provided, in some cases, that certain conditions are met). The amounts that the NEOs would receive are set forth below based on the termination scenarios discussed above. In accordance with SEC rules, we have used certain assumptions in determining the amounts shown. We have assumed that the termination of employment or change-in-control occurred on December 31, 2024, and that the value of a share of common stock on that day was $16.48, the closing price on Nasdaq on December 31, 2024, the last trading day of 2024. Contractual provisions relating to cash severance are set forth above under “Employment Agreements.” With respect to the treatment of outstanding equity awards upon a termination or change-in-control, the treatment is as follows: (i) for terminations not in connection with a change-in-control, unvested stock options, RSUs and PSUs do not accelerate and are forfeited, (ii) upon a change-in-control, unless assumed, continued or substituted (and in the case of stock options issued under our 2010 stock incentive plan, in the event that within twelve months following the change-in-control, the employee is terminated without substantial cause or leaves the Company for good reason), stock options shall automatically accelerate and, become fully exercisable and (iii) upon a change-in-control (unless it was issued under our A&R 2019 Plan and was assumed, continued or substituted), RSUs become fully-vested and nonforfeitable upon the change-in-control; and PSUs (unless it was issued under our A&R 2019 Plan and was assumed, continued or substituted), prior to the end of the applicable performance period, become fully vested upon a change-in-control based on the greater of: (i) target performance or (ii) the expected performance as determined by the Compensation Committee. Amounts shown in the tables below for PSUs are based on target performance. All PSUs earned but not vested will vest immediately prior to the consummation of the change-in-control. Amounts shown under stock options, RSUs and PSUs reflect the value based upon the December 31, 2024, stock price of $16.48 for the option, RSU or PSU as to which vesting will be accelerated upon the occurrence of the change-in-control or termination event.

  47. 2024 Potential Payments Upon Termination or Change-in-Control

    | Michael Dale | | | | | | | Qualified | Qualified | Upon | | | | Termination | Termination | Change-in- | | | | Prior to | After | Control | Upon | | | Change-in- | Change-in- | Without | Qualified | | Payment Type | Control ($) | Control ($) | Termination ($) | Retirement ($) | | Severance | 1,348,785 | 2,158,056 | — | — | | Health and Welfare Benefits | 38,428 | 51,237 | — | — | | Stock Options (1) | — | — | — | — | | RSUs (1) | — | — | — | — | | PSUs (2) | — | 9,888,000 | 9,888,000 | — | | Total | 1,387,213 | 12,097,293 | 9,888,000 | — |

  48. 2024 Potential Payments Upon Termination or Change-in-Control

    (1) All outstanding time-based equity awards vest upon a termination in connection with a change-in-control as per his employment agreement.

  49. 2024 Potential Payments Upon Termination or Change-in-Control

    | Nir Naor | | | | | | | Qualified | Qualified | Upon | | | | Termination | Termination | Change-in- | | | | Prior to | After | Control | Upon | | | Change-in- | Change-in- | Without | Qualified | | Payment Type | Control ($) | Control ($) | Termination ($) | Retirement ($) | | Severance | 408,109 | 408,109 | — | — | | Health and Welfare Benefits | 7,014 | 7,014 | — | — | | RSUs (1)(2) | 1,648,000 | 4,944,000 | — | — | | Total | 2,063,123 | 5,359,123 | — | — |

  50. 2024 Potential Payments Upon Termination or Change-in-Control

    (1) Pursuant to the employment agreement terms, any RSUs that would have vested prior to March 31, 2025 would vest upon a qualified termination prior to a change-in-control. (2) Pursuant to the form of the award agreement, certain awards are subject to double-trigger vesting.

  51. 2024 Potential Payments Upon Termination or Change-in-Control

    | Marc Began | | | | | | | Qualified | Qualified | Upon | | | | Termination | Termination | Change-in- | | | | Prior to | After | Control | Upon | | | Change-in- | Change-in- | Without | Qualified | | Payment Type | Control ($) | Control ($) | Termination ($) | Retirement ($) | | Severance | 866,752 | 1,386,803 | — | — | | Health and Welfare Benefits | 35,071 | 56,113 | — | — | | Stock Options (1) | — | 748,800 | — | — | | RSUs (1) | — | 741,600 | — | — | | PSUs (2) | — | 3,167,456 | 3,167,456 | — | | Total | 901,823 | 6,100,772 | 3,167,456 | — |

  52. 2024 Potential Payments Upon Termination or Change-in-Control

    | Jens Kemp | | | | | | | Qualified | Qualified | Upon | | | | Termination | Termination | Change-in- | | | | Prior to | After | Control | Upon | | | Change-in- | Change-in- | Without | Qualified | | Payment Type | Control ($) | Control ($) | Termination ($) | Retirement ($) | | Severance | 774,820 | 1,239,712 | — | — | | Health and Welfare Benefits | 34,003 | 54,405 | — | — | | Stock Options (1) | — | 499,200 | — | — | | RSUs (1) | — | 494,400 | — | — | | PSUs (2) | — | 3,414,656 | 3,414,656 | — | | Total | 808,823 | 5,702,373 | 3,414,656 | — |

  53. 2024 Potential Payments Upon Termination or Change-in-Control

    | Erick DeVinney | | | | | | | Qualified | Qualified | Upon | | | | Termination | Termination | Change-in- | | | | Prior to | After | Control | Upon | | | Change-in- | Change-in- | Without | Qualified | | Payment Type | Control ($) | Control ($) | Termination ($) | Retirement ($) | | Severance | 768,458 | 1,229,533 | — | — | | Health and Welfare Benefits | 40,316 | 64,506 | — | — | | Stock Options (1) | — | 599,149 | — | — | | RSUs (1) | — | 1,845,348 | — | — | | PSUs (2) | — | 4,403,456 | 4,403,456 | — | | Total | 808,774 | 8,141,992 | 4,403,456 | — |

  54. 2024 Potential Payments Upon Termination or Change-in-Control

    (1) Pursuant to the form of the award agreement, certain awards are subject to double-trigger vesting. (2) Pursuant to the form of the award agreement, PSUs fully vest upon a change-in-control.

  55. 2024 Potential Payments Upon Termination or Change-in-Control

    | Karen Zaderej | | | | | | | Qualified | Qualified | Upon | | | | Termination | Termination | Change-in- | | | | Prior to | After | Control | Upon | | | Change-in- | Change-in- | Without | Qualified | | Payment Type | Control ($) | Control ($) | Termination ($) | Retirement (1) ($) | | Severance (2) | 809,746 | 809,746 | — | — | | Health and Welfare Benefits | 35,432 | 35,432 | — | — | | Stock Options (3) | — | 2,457,624 | — | 2,457,624 | | RSUs (3) | — | 3,244,039 | — | 3,244,039 | | PSUs (4) | — | 5,924,016 | 5,924,016 | 5,924,016 | | Total | 845,178 | 12,470,857 | 5,924,016 | 11,625,679 |

  56. 2024 Potential Payments Upon Termination or Change-in-Control

    (1) Upon a qualified retirement, stock options granted in 2022 and 2023 continue to vest for up to three years, RSUs continue to vest and PSUs will be earned based on actual performance. (2) Consists of $370,161 in employee advisor fees and $439,585 of 2024 bonus. (3) All outstanding time-based equity awards vest upon a termination in connection with a change-in-control as per her employment agreement.

  57. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act ("the “Dodd-Frank 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 2024 (our “CEO pay ratio”). Our CEO pay ratio information is a reasonably good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Due to our executive transition in 2024, for purposes of the pay ratio calculation, we annualized the compensation of Mr. Dale, our current CEO. Mr. Dale's annualized 2024 compensation is based on the following: Salary: an annualized salary of $765,000, which is based on his CEO-level salary rate. Annual Incentive: an annual award of $1,282,140, which is calculated based on Mr. Dale's target bonus times the bonus payout (167.6%) he would have received had he been at the Company the entire year. Long-Term Incentive: the full value of his long-term incentive awards granted in 2024. All Other Compensation: as reported in the Summary Compensation Table. For fiscal year 2024, the annual total compensation for the median employee of the Company (other than our CEO) was $96,901 and the annual total compensation of our CEO for purposes of the pay ratio was $10,082,406. Based on this information, for fiscal year 2024, the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 104:1. We identified our median employee from among our employees as of December 31, 2024. We did not use the same median employee used in our disclosure for the year ended December 31, 2023 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 our employees as of December 31, 2024. We then calculated the elements of the identified median employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $96,901. 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.

  58. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank 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.”

  59. PAY VERSUS PERFORMANCE

    | | Summary Compensation Total (in thousands) | | | Compensation Actually Paid (in thousands) | | | Value of Initial Fixed $100 Investment Based on: (4) | | | Revenue Growth (%) (5) | | Year | PEO 1 ($) (1) | PEO 2 ($) (1) | Average of Non-PEO NEOs ($) (1) | PEO 1 ($) (1)(2)(3) | PEO 2 ($) (1)(2)(3) | Average of Non-PEO NEOs ($) (1)(2)(3) | TSR ($) | Peer Group TSR ($) | Net Loss (in thousands) ($) | | | 2024 | 2,476 | 8,848 | 2,227 | 10,438 | 12,097 | 4,708 | 92.12 | 118.20 | (9,964) | 17.8% | | 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% |

  60. PAY VERSUS PERFORMANCE

    (1) Karen Zaderej ("PEO 1") was the Company's Principal Executive Officer ("PEO") for each of the years presented until August 8, 2024. Michael Dale ("PEO 2") assumed the role as the current PEO on August 8, 2024. The Non-PEO NEOs for each of the years presented are as follows:

  61. PAY VERSUS PERFORMANCE

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Peter Mariani | Peter Mariani | Peter Mariani | Nir Naor | Nir Naor | | Bradley Ottinger | Maria Martinez | Bradly Ottinger | Erick DeVinney | Erick DeVinney | | Angelo Scopelianos | Angelo Scopelianos | Angelo Scopelianos | Angelo Scopelianos | Marc Began | | Eric Sandberg | Eric Sandberg | Michael Donovan | Michael Donovan | Jens Kemp | | | | Eric Sandberg | Peter Mariani | |

  62. 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 PEOs 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 PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  63. PAY VERSUS PERFORMANCE

    | Year | NEOs | Summary Compensation Total (in thousands) ($) | Exclusion of Stock Awards and Option Awards (in thousands) ($) | Inclusion of Equity Values (in thousands) ($) (a) | Compensation Actually Paid (in thousands) ($) | | 2024 | PEO 1 | 2,476 | — | 7,962 | 10,438 | | | PEO 2 | 8,848 | (8,025) | 11,274 | 12,097 | | | Average of Non-PEO NEOs | 2,227 | (1,382) | 3,863 | 4,708 | | 2023 | PEO 1 | 5,535 | (4,045) | 1,387 | 2,877 | | | Average of Non-PEO NEOs | 1,951 | (1,125) | (278) | 548 | | 2022 | PEO 1 | 4,398 | (3,546) | 4,530 | 5,382 | | | Average of Non-PEO NEOs | 1,517 | (974) | 884 | 1,428 | | 2021 | PEO 1 | 5,361 | (4,204) | (868) | 289 | | | Average of Non-PEO NEOs | 1,821 | (1,237) | (199) | 386 | | 2020 | PEO 1 | 4,051 | (2,513) | 1,639 | 3,178 | | | Average of Non-PEO NEOs | 1,321 | (636) | 817 | 1,502 |

  64. PAY VERSUS PERFORMANCE

    (a) The amounts in the Inclusion of Equity Values column are derived from the amounts set forth in the following table:

  65. PAY VERSUS PERFORMANCE

    | | | Year-End Fair Value of Equity Awards Granted During the 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 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During the Year of Non-PEO NEOs ($) | Total ($) | | Year | NEOs | (in thousands) | | | | | | 2024 | PEO 1 | — | 7,957 | 142 | (137) | 7,962 | | | PEO 2 | 11,274 | — | — | | 11,274 | | | Average of Non-PEO NEOs | 2,762 | 1,057 | 44 | — | 3,863 | | 2023 | PEO 1 | 3,326 | (1,608) | (331) | — | 1,387 | | | Average of Non-PEO NEOs | 614 | (265) | (85) | (542) | (278) | | 2022 | PEO 1 | 4,477 | 121 | (68) | — | 4,530 | | | Average of Non-PEO NEOs | 941 | 39 | (15) | (81) | 884 | | 2021 | PEO 1 | 778 | (1,625) | (21) | — | (868) | | | Average of Non-PEO NEOs | 339 | (528) | (10) | — | (199) | | 2020 | PEO 1 | 3,083 | (1,086) | (359) | — | 1,639 | | | Average of Non-PEO NEOs | 1,004 | (83) | (104) | — | 817 |

  66. 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 Regulation S-K included in our 2024 Annual Report. The comparison assumes $100 was invested for the period starting December 31, 2019 through December 31, 2024 in the Company and in the Nasdaq Biotechnology Index. Historical stock performance is not necessarily indicative of future performance. (5) Revenue Growth was determined to be the most important financial performance measure in 2024, 2023 and 2020 used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs. We may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted Revenue Growth was determined to be the most important financial performance measure in 2022 and 2021. We define Adjusted Revenue Growth 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. Description of Relationship Between Compensation Actually Paid, Company TSR and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s cumulative TSR over the five most recently completed fiscal years. The chart also compares the Company's TSR to that of the Peer Group over the same period. Description of Relationship Between Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and our Net Loss during the five most recently completed fiscal years. Description of Relationship Between Compensation Actually Paid and Revenue Growth The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and our Revenue Growth during the five 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 having been the most important in linking Compensation Actually Paid to our PEOs and Non-PEO NEOs for 2024 to Company performance. The list below is not ranked.

  67. PAY VERSUS PERFORMANCE

    | 2024 Most Important Performance Measures | | •Revenue growth | | •Total shareholder return | | •BLA license for Avance Nerve Graft application submission and approval |

  68. 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. Each non-employee director receives a quarterly cash retainer and additional cash retainers for the committees they serve on, which is paid in advance each quarter. The following table provides the quarterly cash retainer amounts by board member position during the years 2024 and 2025:

  69. DIRECTOR COMPENSATION

    | | 2024 (1) ($) | 2025 ($) | | Board Member | 12,500 | 12,500 | | Chairman (2) | — | — | | Lead Independent Director (3) | 10,000 | — | | Audit Committee Chairman | 5,000 | 5,000 | | Audit Committee Member | 2,500 | 2,500 | | Compensation Committee Chairman | 3,750 | 3,750 | | Compensation Committee Member | 1,875 | 1,875 | | Governance, Nominating and Sustainability Committee Chairman | 2,500 | 2,500 | | Governance, Nominating and Sustainability Committee Member | 1,250 | 1,250 | | Quality, Compliance and Portfolio Committee Chairman | 2,500 | 2,500 | | Quality, Compliance and Portfolio Committee Member | 1,250 | 1,250 |

  70. DIRECTOR COMPENSATION

    (1) No changes to quarterly cash retainer amounts were made from 2023 to 2024. (2) Until August 8, 2024, the former CEO was also Chairman. Following the appointment of Mr. Dale as CEO, our Board believed it was in the best interest of the shareholders to appoint Mr. Thomas as Chairman due to his experience as the former CEO of LifeCell Corporation. We believe Mr. Thomas's former operational experience will be an asset to Mr. Dale during his transition. (3) Following the appointment of Mr. Thomas as Chairman and his independence from the Company, the Board no longer needed a Lead Independent Director. Each non-employee director on the day after election or re-election to the Board of Directors receives an equity award(s). The following table provides the equity awards to directors during the years 2023, 2024 and 2025:

  71. DIRECTOR COMPENSATION

    | | 2023 ($) | 2024 ($) | 2025 ($) | | Reelected Board Member (1) | 150,000 | 150,000 | 150,000 | | Newly Elected Board Member (2) | 250,000 | 250,000 | 250,000 | | Chairman (3) | — | 50,000 | 50,000 |

  72. DIRECTOR COMPENSATION

    (1) During 2023 and 2024, on the day after election or re-election, all non-employee directors received an annual equity grant valued at $150,000, 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 was issued as to one half of the value as a non-qualified stock option grant and the remaining half of the value as RSUs, which options and RSUs vest one year from the anniversary date of the grant. Such stock options are for a term of ten years. Beginning in 2025, each calendar year on the day after election or re-election, all non-employee directors will receive 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, as RSUs, which will vest one year from the anniversary date of the grant. (2) 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. (3) Each calendar year on the day after election or re-election, the non-employee Chairman of the Board will receive an annual equity grant valued at $50,000, 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 RSUs, which will vest one year from the anniversary date of the grant. 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, 2024. Mr. Dale is an executive officer who does not receive additional compensation for his service as a director, and, therefore, is not included in the table below.

  73. DIRECTOR COMPENSATION

    | | Fees Earned | Stock | | All Other | | | | or Paid in | Awards | Option | Compensation | | | Name | Cash ($) | ($) (1) | Awards ($) (1) | ($) (2) | Total ($) | | Paul Thomas | 62,065 | 116,084 | 74,999 | — | 253,148 | | William Burke | 71,997 | 75,000 | 74,999 | — | 221,996 | | John H. Johnson | 67,500 | 75,000 | 74,999 | — | 217,499 | | Alan M. Levine | 67,500 | 75,000 | 74,999 | — | 217,499 | | Guido Neels | 67,500 | 75,000 | 74,999 | — | 217,499 | | Joseph Tyndall | 56,997 | 75,000 | 74,999 | — | 206,996 | | Kathy Weiler | 60,014 | 75,000 | 74,999 | — | 210,013 | | Amy Wendell | 109,008 | 75,000 | 74,999 | — | 259,007 | | Greg Freitag (3) | 27,500 | — | — | — | 27,500 |

  74. DIRECTOR COMPENSATION

    (1) The amounts in this column are calculated based on the aggregate grant date fair value computed in accordance with ASC 718 as of December 31, 2024. For information regarding assumptions underlying the valuation of equity awards, see Note 11 of the Consolidated Financial Statements in our 2024 Annual Report, filed on February 26, 2025. (2) All other compensation includes amounts paid to the director for non-director services. (3) Mr. Freitag did not stand for re-election and departed the Board of Directors at the 2024 Annual Shareholder meeting on June 5, 2024.