DEF 14A of Mimedx Group, Inc., Apr 23, 2024

DEF 14A of Mimedx Group, Inc.

Filed Apr 23, 2024 · FY20230001140361-24-021104

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF NINE DIRECTORS

    PROPOSAL 1—ELECTION OF NINE DIRECTORS The Board has nominated M. Kathleen Behrens, Ph.D., Joseph H. Capper, James L. Bierman, William A. Hawkins, III, Cato T. Laurencin, M.D., K. Todd Newton, Tiffany Olson, Dorothy Puhy, and Martin P. Sutter, to be elected as directors at the Annual Meeting for a term expiring at the 2025 annual meeting of shareholders, and in each case until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Each nominee was recommended by the Board’s Nominating and Governance Committee for re-election and has agreed to serve, if elected. Although we do not know of any reason why any of the nominees might become unavailable to serve, if that should happen, the Board may recommend a substitute nominee. Shares represented by proxies will be voted for any substitute designated by the Board. Please see the biographies below for Dr. Behrens, Mr. Capper, Mr. Bierman, Mr. Hawkins, Dr. Laurencin, Mr. Newton, Ms. Olson, Ms. Puhy, and Mr. Sutter which include a description of their respective qualifications, experience, attributes, and skills. M. Kathleen Behrens, Ph.D., 71. Dr. Behrens has worked as an independent life sciences consultant and investor since December 2009. Dr. Behrens served as the Co-Founder, President and Chief Executive Officer, and as a director, of the KEW Group Inc., a private oncology services company, from January 2012 until June 2014. Earlier in her career, Dr. Behrens served as a general partner for selected venture funds for RS Investments, a mutual fund firm, from 1996 until December 2009. While Dr. Behrens worked at RS Investments, from 1996 to 2002, she served as a managing director at the firm and, from 2003 to December 2009, she served as a consultant to the firm. During that time, Dr. Behrens also served as a member of the President’s Council of Advisors on Science and Technology (PCAST) from 2001 to 2009 and as chairwoman of PCAST’s Subcommittee on Personalized Medicine, as well as the President, director and chairwoman of the National Venture Capital Association, an organization that advocates for public policy that supports the American entrepreneurial ecosystem, from 1993 until 2000. Prior to that, she served as a general partner and managing director for Robertson Stephens & Co., an investment company, from 1983 through 1996. Dr. Behrens has served as a member of the board of directors of each of Sarepta Therapeutics, Inc. (Nasdaq: SRPT), a medical research and drug development company, since March 2009 (Chairwoman of the Board since April 2015) and IGM Biosciences, Inc. (Nasdaq: IGMS), a clinical stage biotechnology company focused on creating and developing IgM antibodies, since January 2019. She served as a director of Amylin Pharmaceuticals, Inc. (formerly Nasdaq: AMLN), a biopharmaceutical company, from 2009 until its sale in 2012 to Bristol-Myers Squibb Co. Prior to that, she served on the board of directors of Abgenix, Inc. (formerly Nasdaq: ABGX), a biopharmaceutical company, from 2001 until the company was sold to Amgen, Inc. in 2006. From 1997 to 2005, Dr. Behrens was a director of Science, Technology and Economic Policy for the National Research Council. Dr. Behrens was also a Co-Founder of the Coalition for 21st Century Medicine, a trade association for new generation diagnostics companies. Dr. Behrens holds a B.S. in biology and a Ph.D. in microbiology from the University of California, Davis. Dr. Behrens has served on the Board since June 2019 and was nominated as a director because of her substantial experience in the financial services and biotechnology sectors, as well as in healthcare policy. Joseph H. Capper, 60. Mr. Capper joined the Company as its Chief Executive Officer and member of the Board in January 2024. Mr. Capper has nearly 30 years of MedTech and Life Sciences experience. He was most recently the CEO of BioTelemetry, Inc. from 2010 to 2021 and prior to joining BioTelemetry, Mr. Capper served as President and CEO of both Home Diagnostics and CCS Medical. Mr. Capper brings with him a wealth of commercial experience, having held several leadership roles earlier in his career during the decade he spent with Bayer AG. Additionally, Mr. Capper was an officer in the U.S. Navy serving with distinction as a naval aviator. Mr. Capper has served on the board of directors of Neuronetics, Inc. since January 1, 2024. He received his undergraduate degree in Accounting from West Chester University and MBA in International Finance from George Washington University. Mr. Capper was nominated to serve as a director because of his executive experience with companies in the medical technology industry as well as his position as the Company’s Chief Executive Officer. James L. Bierman, 71. Mr. Bierman served as President and Chief Executive Officer, and as a member of the board of directors, of Owens & Minor, Inc. (NYSE: OMI), a Fortune 500 company and a leading distributor of medical and surgical supplies, from September 2014 to June 2015. Previously, he served in various other senior roles at Owens & Minor, including President and Chief Operating Officer from August 2013 to September 2014, Executive Vice President and Chief Operating Officer from March 2012 to August 2013, Executive Vice President and Chief Financial Officer from April 2011 to March 2012, and Senior Vice President and Chief Financial Officer from June 2007 to April 2011. Earlier in his career, Mr. Bierman served as Executive Vice President and Chief Financial Officer at Quintiles Transnational Corp. (formerly Nasdaq: QTRN). Quintiles was a market leader in providing

  2. PROPOSAL 1—ELECTION OF NINE DIRECTORS

    product development and commercialization solutions to the pharmaceutical, biotech, and medical device industries. Before joining Quintiles, Mr. Bierman was a partner with Arthur Andersen LLP from 1988 to 1998. Mr. Bierman currently serves on the board of directors of Tenet Healthcare Corporation (NYSE: THC), a Fortune 500 company and a diversified healthcare services company operating more than 600 facilities, acute care hospitals and outpatient centers, throughout the United States, and Novan, Inc. (Nasdaq: NOVN). Novan, Inc. is a medical dermatology company primarily focused on researching, developing, and commercializing innovative therapeutic products for skin diseases. During his tenure as a director the company has both acquired its dermatology platform and has submitted its first New Drug Application (NDA) to the US Food and Drug Administration (FDA) seeking marketing approval for berdazimer gel, 10.3% (SB206) for the topical treatment of molluscum contagiosum. Mr. Bierman recently served as an independent director of KL Acquisition Corp. (formerly Nasdaq:KLAQU), where he was chairman of the board’s audit committee. He was appointed to the board in January 2021. The company was an incorporated blank check company (SPAC) whose business purpose was to effect a merger or similar business combination with one or more businesses or entities. An initial public offering was completed in January 2021, raising in excess of $250 million. The company did not consummate an initial business combination, and on December 16, 2022, notified Nasdaq of its intent to redeem, liquidate and dissolve. It filed the forms necessary to delist the company’s securities and allow the company to unwind and redeem all of its outstanding public shares prior to December 30, 2022. Mr. Bierman previously served as Lead Independent Director on the board of directors of Team Health Holdings, Inc. (formerly NYSE: TMH). Team Health is one of the largest suppliers of outsourced healthcare professional staffing and administrative services to hospitals and other healthcare providers in the United States. Mr. Bierman earned his B.A. from Dickinson College and his M.B.A. at Cornell University’s Johnson Graduate School of Management. Mr. Bierman has served on the Board since June 2019 and was nominated as a director because of his substantial operational and financial experience in the healthcare sector. William A. Hawkins, III, 70. Mr. Hawkins serves as a Senior Advisor to EW Healthcare Partners, a healthcare focused growth equity firm. Mr. Hawkins is the former Chairman and CEO of Medtronic, Inc., a global leader in medical technology. He was at Medtronic from 2002 until 2011. After retiring from Medtronic, he served as President and Chief Executive Officer of Immucor, Inc., a private equity backed global leader in transfusion and transplant medicine from October 2011 to July 2015. From 1998 to 2001 Mr. Hawkins served as President and Chief Executive Officer of Novoste Corporation (Nasdaq: NOVST), an interventional cardiology company. Prior to that, Mr. Hawkins served in a variety of senior roles at American Home Products, a consumer, pharma and medical device company, Johnson & Johnson, a healthcare company, Guidant Corporation, a medical products company, and Eli Lilly and Company, a global pharmaceutical company. Mr. Hawkins also serves as a director of Biogen Inc. (Nasdaq: BIIB), a biopharmaceutical company; as Chairman of Bioventus Inc. (Nasdaq: BVS), a global leader of innovations for active healing; and Cirtec, Virtue Labs, Immucor, Inc., and Baebies, Inc., all of which are life science companies. He previously served on the board of Thoratec Corporation and Avanos (NYSE:AVNS). Mr. Hawkins is a member of the executive committee of the Duke University Board of Trustees and is Chair of the Duke University Health System. Mr. Hawkins was elected as a member of the AIMBE College of Fellows and the National Academy of Engineering. He has a dual B.S.E.E. degree in Electrical and Biomedical Engineering from Duke University and a M.B.A. from the University of Virginia’s Darden School of Business. Mr. Hawkins has served on the Board since July 2020 and was nominated to serve as a director because of his significant leadership experience as a chief executive officer, significant knowledge of, and experience in, the healthcare industry and significant international experience. He also has extensive governance and public company board experience. He was originally appointed to serve as a nominee of the EW Purchaser. Cato T. Laurencin, M.D., 65. Dr. Laurencin currently serves on the board of directors of Alkermes plc (Nasdaq: ALKS), a global biopharmaceutical company that seeks to develop innovative medicines in the field of neuroscience. He also currently serves as the Albert and Wilda Van Dusen Distinguished Endowed Professor of Orthopaedic Surgery at the University of Connecticut, and is one of two designated University Professors at the school. He is also a materials scientist and engineer and is Professor of Materials Science and Engineering, Professor of Chemical and Biomolecular Engineering, and Professor of Biomedical Engineering at the University of Connecticut. He has been a professor at the University of Connecticut since 2008. He is the Chief Executive Officer of The Cato T. Laurencin Institute at the University of Connecticut, named in his honor. Previously, he served as the Chief Executive Officer of the Connecticut Convergence Institute for Translation in Regenerative Engineering, as Vice President for Health Affairs at the University of Connecticut Health Center and Dean of the University of Connecticut School of Medicine. From 2003 until 2008, Dr. Laurencin was the Lillian T. Pratt Distinguished Professor and Chair of the Department of Orthopedic Surgery at the University of Virginia. Dr. Laurencin was also designated a University Professor by the President of the University of Virginia. Prior to 2003, Dr. Laurencin held various positions of increasing responsibility at Drexel University, including the Helen I. Moorehead Distinguished Professor of Chemical Engineering, Vice Chairman of the Department of Orthopedic Surgery and Director of Shoulder Surgery, and at MCP-Hahnemann School of Medicine, where he served as Clinical Professor of Orthopedic Surgery, and Research Professor of Pharmacology and Physiology. An International Fellow in Biomaterials Science and Engineering, he received the Founders Award from the Society for Biomaterials. He is an elected member of the National Academy of Medicine, the National Academy of Engineering, the National Academy of Sciences, an elected fellow of the American Academy of Arts and Sciences and a fellow of the National Academy of Inventors. Dr. Laurencin is the recipient of the National Medal of Technology and Innovation, our nation’s highest honor for technological achievement. He has over 500 publications and patents. Dr. Laurencin received his B.S.E. degree in engineering from Princeton University, his Ph.D. in biochemical engineering and biotechnology from the Massachusetts Institute of Technology, and his M.D. from the Harvard Medical School where he graduated Magna Cum Laude. Dr. Laurencin has served on the Board since November 2020 and was nominated to serve as a director because of his experience as a practitioner and professor of orthopaedic surgery, and his experience in management leadership of large health systems, as well as his deep technical, research, and clinical experience.

  3. PROPOSAL 1—ELECTION OF NINE DIRECTORS

    K. Todd Newton, 61. Mr. Newton has served on the Board since June 2019 and was the interim Chief Executive Officer of MiMedx from September 2022 through January 2023. Mr. Newton has served as Chief Executive Officer of Restorix Health since February 2023 and has been a member of its board of directors since June 2021. Mr. Newton previously served as Chief Executive Officer and as a member of the board of directors of Apollo Endosurgery, Inc. (Nasdaq: APEN), a medical device company, from July 2014 until March 2021. Earlier in his career, Mr. Newton served as Executive Vice President, Chief Financial Officer and Chief Operating Officer at ArthroCare Corporation (formerly Nasdaq: ARTC), a medical device company, from 2009 to June 2014. Prior to that, Mr. Newton served in a number of executive officer roles, including President and Chief Executive Officer and as a director, at Synenco Energy, Inc., a Canadian oil sands company, from 2004 until 2008. Mr. Newton was a Partner at Deloitte & Touche LLP, a professional services network and accounting organization, from 1994 to 2004. Mr. Newton holds a B.B.A. in accounting from the University of Texas at San Antonio. Mr. Newton has served on the Board since June 2019 and was nominated as a director because of his significant experience in the medical device sector as well as strong executive leadership experience. Tiffany Olson, 64. Ms. Olson currently serves as a board member for two other public companies, Telix Pharmaceuticals, a publicly traded biopharmaceutical company on the Australian Securities Exchange, and Castle Biosciences. She also serves on the board of Langham Logistics, a privately held growth-stage company. From July 2013 to October 2021, Ms. Olson served as President of Nuclear & Precision Health Solutions at Cardinal Health, Inc., a multinational health care services company. From 2011 to 2013, Ms. Olson served as President of NaviMed, a consulting firm focused exclusively on the healthcare industry. From 2009 to 2011, Ms. Olson served led Diagnostics at Eli Lilly and Company. From 2005 to 2008, Ms. Olson served as the CEO and President of Roche Diagnostics Corporation, where from 1997 to 2005 she held various roles of increasing responsibility. Ms. Olson holds an MBA from the University of St. Thomas, St. Paul, Minnesota, and a Bachelor of Science, Business degree from the University of Minnesota. Ms. Olson has served on the Board since March 2024 and was nominated as a director because of her executive and commercial experience in the healthcare industry. Dorothy Puhy, 72. Ms. Puhy currently serves as a board member for Azenta, a publicly traded life sciences company, and is a member of its Audit Committee. She previously held board positions at Abiomed, Eaton Vance, Reebok, and other non-public companies. From 1994 until her retirement in 2019, she held several executive leadership positions, including CFO and EVP, COO of Dana-Farber Cancer Institute. Prior to Dana-Faber Cancer Institute, she served as EVP, CFO of New England Medical Center (now Tufts Medical Center). Ms. Puhy earned her Master of Business Administration from the Wharton School and received a Bachelor of Arts degree from the University of Pennsylvania. Ms. Puhy has served on the Board since March 2024 and was nominated as a director because of her executive and financial expertise and experience in the healthcare industry. Martin P. Sutter, 69. Since 1985, Mr. Sutter has been the Co-Founder and a Managing Director of EW Healthcare Partners (previously known as Essex Woodlands Health Ventures), a healthcare-focused growth equity firm. Mr. Sutter has been directly involved with more than 30 of EW Healthcare Partners’ portfolio company investments. Educated in chemical engineering and finance, Mr. Sutter has more than 35 years of management experience in operations, marketing, finance and venture capital. Mr. Sutter holds a Bachelor of Science degree from Louisiana State University and a Master of Business Administration from the University of Houston. He currently serves on the Boards of Bioventus LLC and Prolacta Bioscience. He previously served on the boards of directors of the following EW Healthcare Partners’ portfolio investments: Abiomed, Inc. (acquired by Johnson & Johnson), ATS Medical (acquired by Medtronic, Inc.); BioForm Medical (acquired by Merz GmbH & Co KGaA); LifeCell (later acquired by Kinetic Concepts); St. Francis Medical (acquired by Kyphon, Inc./Medtronic, Inc.); Confluent Surgical (acquired by Tyco International/Covidien); and Rinat Neurosciences (acquired by Pfizer, Inc.). Mr. Sutter has served on the Board since July 2020 and was nominated as a director because of his in-depth knowledge of the medical device industry, his skills as an investor in developing medical device companies, his extensive board experience and his position as a representative of a large shareholder in our Company qualify him to serve as a member of our Board of Directors. He was originally appointed to serve as a nominee of the EW Purchaser. The nine director nominees will be elected by a majority of the votes cast by the shares entitled to vote on the election of directors. Under our governance documents, in the event an incumbent director fails to receive a majority of the votes cast, the incumbent director must promptly tender his or her resignation to the Board. The Nominating and Corporate Governance Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board, taking into account the recommendation of the Nominating and Corporate Governance Committee, will determine whether to accept or reject such resignation, or what other action should be taken, within 100 days from the date of the certification of election results.

  4. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF

    THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF DR. BEHRENS, MR. CAPPER, MR. BIERMAN, MR. HAWKINS, DR. LAURENCIN, MR. NEWTON, MS. OLSON, MS. PUHY, AND MR. SUTTER.

  5. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  6. Information Concerning Our Board of Directors

    Information Concerning Our Board of Directors Set forth below is certain information regarding our current directors and director nominees as of April 22, 2024. There are no family relationships among any of our directors, director nominees, or executive officers.

  7. Information Concerning Our Board of Directors

    | Name | Age | Since | Tenure | Independent | | M. Kathleen Behrens | 71 | 2019 | 5 | ✔ | | Joseph H. Capper | 60 | 2023 | 1 | | | James L. Bierman | 71 | 2019 | 5 | ✔ | | Phyllis I. Gardner | 73 | 2021 | 3 | ✔ | | Michael J. Giuliani | 69 | 2020 | 4 | ✔ | | William A. Hawkins, III | 70 | 2020 | 4 | ✔ | | Cato T. Laurencin | 65 | 2020 | 3 | ✔ | | K. Todd Newton | 61 | 2019 | 5 | ✔ | | Tiffany Olson | 64 | 2024 | < 1 | ✔ | | Dorothy Puhy | 71 | 2024 | < 1 | ✔ | | Martin P. Sutter | 69 | 2020 | 3 | ✔ |

  8. Information Concerning Our Board of Directors

    | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | | James L. Bierman* | K. Todd Newton* | Martin P. Sutter* | | M. Kathleen Behrens | Michael Giuliani | M. Kathleen Behrens | | Cato T. Laurencin | Martin P. Sutter | Phyllis Gardner |

  9. Information Concerning Our Board of Directors

    | Ethics and Compliance Committee | | William A. Hawkins, III* | | Cato T. Laurencin | | K. Todd Newton |

  10. Information Concerning Our Board of Directors

    * = Chair

  11. Biographies of Other Current Directors, Not Seeking Re-Election at the Annual Meeting

    Biographies of Other Current Directors, Not Seeking Re-Election at the Annual Meeting Set forth below is certain information regarding our other current directors who are not seeking re-election at the Annual Meeting, including certain individual qualifications and skills of our directors that contribute to the effectiveness of the Board. Phyllis Gardner, M.D., 73. Dr. Gardner has spent over 38 years in academia, medicine and industry. Dr. Gardner has served on the board of directors of several public and private companies, including Revance Therapeutics, Inc. from 2006 until 2019, Corium International, Inc. from November 2007 to December 2018, and Firebrick Inc. from 2020 to present. Dr. Gardner has also served as an advisor to investment firms Kyto Technology & Life Sciences, Inc. and Avestria Ventures Management, LLC. From June 1999 to July 2015, she served as an adjunct partner at a venture fund managed by Essex Woodlands Ventures, a venture capital firm that focused on the healthcare industry (and a predecessor to EW Healthcare Partners, a healthcare focused growth equity firm and holder of our Series B Preferred Stock). Additionally, Dr. Gardner has been a member of the Harvard Medical School Board of Fellows since April 2013 and is a scientific reviewer for the Cancer Prevention and Research Institute of Texas. She began her academic medical career at Stanford University, where she has held several positions including Senior Associate Dean for Education and Student Affairs and remains today as Professor of Medicine with tenure. From 1994 to 1998, she took a leave of absence from Stanford University to serve as Principal Scientist, Vice President of Research and Head of ALZA Technology Institute, a major drug delivery company. Dr. Gardner holds a B.S. from the University of Illinois and an M.D. from Harvard University, residency training at Massachusetts General Hospital and Stanford University, and fellowship training at Columbia University and University College London. Dr. Gardner has served on the Board since March 2021 and was nominated as a director because of her medical, healthcare and operating experience and significant experience serving as a director of other healthcare companies. Michael J. Giuliani, M.D., 69. Since July 2016, Dr. Giuliani has been a consultant for several small pharmaceutical companies and has provided expert testimony for Mallinckrodt Pharmaceuticals. In addition to advising these companies, he volunteers his time and expertise to assist individuals or entities attempting to bring a pharmaceutical product forward from the pre-concept phase. From November 2007 to June 2016, Dr. Giuliani served as Vice President, Research and Development, for Mallinckrodt plc (formerly known as the Pharmaceuticals Division of Covidien) (NYSE: MNK), a developer, manufacturer, and distributor of specialty pharmaceutical products and therapies for autoimmune and rare diseases in the areas of neurology, rheumatology, nephrology, ophthalmology, and pulmonology; and immunotherapy and neonatal respiratory critical care. During his tenure, the Company obtained US Food & Drug Administration (“FDA”) approval for 16 new products. Prior to joining Covidien, he served as the Chief Medical Officer and Executive Vice President of Xanodyne Pharmaceuticals, an integrated specialty pharmaceutical company focused on women’s healthcare and pain management. Dr. Giuliani received his B.S. from Tulane University and his M.D. from Ohio State University. Dr. Giuliani has served on the Board since November 2020 and was nominated to serve as a director because of his extensive clinical and regulatory experience with multiple FDA divisions, and development, regulatory and manufacturing experience for complex biologic products.

  12. Pay Setting Process

    The Committee has received communication from Willis Towers confirming that it is free of any conflicts of interest and independent under applicable exchange rules. Role of Management Our CEO and our other executive officers do not set their own compensation, nor are they present when the Committee sets their specific individual compensation. Our CEO provides an evaluation of each executive officer’s performance to the Committee, and makes recommendations with respect to base salary, target incentives (cash and stock) and award amounts for each executive. This feedback is considered by the Committee, which makes its own determination. Our Chief Human Resources Officer provides the CEO and the Committee with additional analysis and guidance as may be required to enable the CEO to make informed recommendations and enable the Committee to evaluate these recommendations and execute its responsibilities. Use of a Peer Group The peer group used by the Company is comprised of publicly-traded companies across the medical device, pharmaceutical, biotechnology and life sciences sectors of the healthcare industry. In 2022, the Company critically evaluated the continued appropriateness of its peer group in the prior year based on a combination of organizational criteria, revenue, market capitalization, and industry sector. Organizational criteria include number of employees as well as qualitative factors such as industry, markets, and development stage. The data from the peer group companies for the NEOs provides the Committee with a benchmark that it views as a point of reference, but not as a determining factor, for the compensation of the NEOs.

  13. MIMEDX Peer Group

    MIMEDX Peer Group

  14. MIMEDX Peer Group

    | Amarin Corporation plc | Collegium Pharmaceutical, Inc. | Orthofix Medical Inc | | Anika Therapeautics | Ironwood Pharmaceuticals, Inc. | Standard BioTools Inc. | | Artivion, Inc. | Meridian Bioscience, Inc. | Travere Therapeutics, Inc | | Bioventus | Omeros Corporation | Vanda Pharmaceuticals, Inc. | | Celularity | Organogenesis Holdings Inc. | Vericel Corporation |

  15. MIMEDX Peer Group

    Additions to Peer Group:

  16. Deletions from Peer Group

    Deletions from Peer Group Akebia Therapeutics Inc. NanoString Technologies Inc. OraSure Technologies, Inc. Pacira Biosciences, Inc. PTC Therapeutics, Inc. As reconstituted, MIMEDX ranked at the 75th, 44th, and 29th percentiles among the peer group for number of employees, revenues and market capitalization, respectively as of December 31, 2022. The Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning, as well as the realities of attracting and retaining key employees. 2023 Compensation Components The principal components of compensation for MIMEDX’s NEOs are base salary, annual cash incentives and long-term equity incentives. Cash incentives are included to encourage and reward effective performance relative to the Company’s near-term plans and objectives. Equity incentives are included to promote longer-term focus, to help retain key contributors and to align the interests of the Company’s executives and shareholders. In addition to other equity vehicles, we utilized Performance Share Units, or PSUs, and Stock Options with our NEOs and key executives to drive pay for performance of Company goals. In 2023, our NEOs received grants of RSUs and PSUs, and Messrs. Capper and Rice and Ms. Whitlow as new hires received special grants as detailed below, including Stock Options in the case of Messrs. Capper and Rice. RSUs granted prior to January 1, 2024 generally vest over a three-year period in equal annual increments and require the recipient to provide continuous service through each vesting date. RSUs granted in 2024 vest on a “cliff” basis at the end of a three-year period and require the recipient to provide continuous service through the end of such period. PSUs vest based on the achievement of specific performance targets and also require the recipient to provide continuous service generally for a period of three years from the grant date. Stock Options generally vest ratably annually over a period of four years, except for Mr. Capper’s, which also have performance conditions. PSUs Granted in 2023 For NEOs other than Mr. Capper, the PSUs granted in 2023 vest based on and to the extent that stipulated cumulative revenue growth targets over a three-year performance period are achieved. Of the PSUs granted to our NEOs other than Mr. Capper in 2023, a portion of the awards may conditionally vest based on interim periods during the three-year performance period, but contingent on the NEO’s continued employment through the performance period as follows:

  17. Deletions from Peer Group

    | • | 25% may conditionally vest based on revenues achieved for the year ended December 31, 2023; |

  18. Deletions from Peer Group

    | • | 25% may conditionally vest based on revenues achieved for the two-year period ending December 31, 2024; and |

  19. Deletions from Peer Group

    | • | the remaining award may vest based on revenues achieved for the three-year period ending December 31, 2025. |

  20. Deletions from Peer Group

    Achievement of the performance goals allows for vesting of 50%, 100% and 150% (based on threshold, target or stretch performance) of the PSUs granted. If performance is below threshold, the PSUs do not vest. Performance at the threshold, target and stretch levels for the year ended December 31, 2023 requires revenue growth at a cumulative annual growth rate (“CAGR”) of 10%, 12.5% and 15%, respectively, over revenues for the year ended December 31, 2022. Performance at the threshold, target and stretch levels for each of the years ended December 31, 2024 and 2025 requires revenue growth at the same continued CAGRs of 10%, 12.5% and 15%, respectively. With respect to revenues for 2023, the Committee reviewed results and determined that performance had been achieved at the stretch level, and therefore the conditional vesting goal had been met. The PSUs also include a limitation on payments if total shareholder return over the three-year performance period is negative, in which case vesting is limited to the target level, regardless of actual achievement against the stipulated revenue targets. All of the PSUs require recipients to continue employment with the Company through the vesting date, which will occur upon approval of the results with respect to the established targets by the Committee after December 31, 2025, but no later than March 15, 2026. The total shareholder return (“TSR”) is calculated as the average trading price of the Company’s common stock during the final 30 trading days of 2025, adjusted for dividends paid on the Company’s common stock, less the average trading price during the final 30 trading days of 2022. Executive Pay Mix in 2023 The following table provides base salary rate and other compensation components earned by or granted to our CEO and our other NEOs in 2023:

  21. Deletions from Peer Group

    | Name | Base Salary | Options | RSUs | PSUs | Bonus | Other Compensation | Total | | Joseph H. Capper | $750,000 | $7,000,000 | $— | $12,210,000 | $859,375 | $9,086 | $20,828,461 | | Doug Rice | $540,000 | $605,360 | $625,968 | $1,043,280 | $202,500 | $12,505 | $3,029,613 | | William F. Hulse IV | $546,000 | $— | $527,729 | $351,818 | $409,500 | $8,129 | $1,913,212 | | Ricci Whitlow | $540,000 | $— | $2,138,399 | $— | $455,000(3) | $11,423 | $3,082,360 | | K. Todd Newton(1) | $650,000 | $— | $210,003 | $— | $— | $12,785 | $295,288 | | Peter M. Carlson(2) | $540,750 | $— | $543,561 | $362,371 | $— | $1,105,800 | $2,302,905 |

  22. Deletions from Peer Group

    | (1) K. Todd Newton served as interim Chief Executive Officer from September 2022 to January 2023. |

  23. Deletions from Peer Group

    | (2) Peter M. Carlson served as our Chief Financial Officer from March 2020 until July 2023. All of Mr. Carlson’s unvested RSU and PSU awards were forfeited upon his departure from the Company in July 2023. |

  24. Deletions from Peer Group

    | (3) In addition, Ms. Whitlow received a one-time sign on bonus of $50,000. |

  25. Deletions from Peer Group

    Annual Incentive The annual cash bonuses for 2023 were based on Company performance with respect to revenue (35%) and Adjusted EBITDA (35%) goals and certain commercial, research and development and operational goals (30%). The net sales goal was met at between the target and exceed levels, resulting in a 136% attainment for this metric. The Adjusted EBITDA goal was met at the stretch level, resulting in a 150% attainment for this metric, and the commercial/research/operational goals were met at a level resulting in an 83.33% attainment for this metric. The overall Company performance with respect to these goals was therefore at the 125% level. The Committee and Board did not exercise any discretion with respect to the Company performance goals for 2023. As a result, each of our currently serving NEOs received annual cash bonuses at a 125% level of their respective target bonus opportunities. Equity Awards Only one of our currently serving NEOs, Mr. Hulse, received our standard PSU grants from 2022 and 2023, and with respect to the 2022 PSU grants, the Committee reviewed results and determined that performance had been achieved at the stretch level, and therefore the conditional vesting goal had been met, and with respect to the 2023 PSU grants, the Committee reviewed results and determined that performance had also been achieved at the stretch level, and therefore the conditional vesting goal had also been met. PSUs constituted approximately 40% of Mr. Hulse’s total long term incentive compensation grants in 2023. Each of Messrs. Capper and Rice and Ms. Whitlow received special grants as new hires as detailed in the table above and below, including stock options in the case of Messrs. Capper and Rice. In addition, in 2024, the Board determined to continue to further strengthen the pay for performance alignment of the Company’s compensation policies. As a result, in 2024, the Committee approved granting the NEOs receiving new annual grants a higher percentage (65%) of their long term incentive compensation grants in the form of at risk performance stock units and stock options in a continuing effort to incentivize management performance and align compensation with shareholders’ interests

  26. Outstanding Equity Awards at Year End 2023

    Outstanding Equity Awards at Year End 2023

  27. Outstanding Equity Awards at Year End 2023

    | Name | Options | RSUs | PSUs | | Joseph H. Capper | 3,600,000 | — | 3,300,000 | | Doug Rice | 94,000 | 97,200 | 162,000 | | William F. Hulse IV | — | 285,028 | 59,524 | | Ricci S. Whitlow | — | 462,857 | — | | K. Todd Newton(1) | — | 244,191 | — | | Peter M. Carlson(2) | — | — | — |

  28. Outstanding Equity Awards at Year End 2023

    | (1) K. Todd Newton served as interim Chief Executive Officer from September 2022 to January 2023. |

  29. Outstanding Equity Awards at Year End 2023

    | (2) Peter M. Carlson served as our Chief Financial Officer from March 2020 until July 2023. All of Mr. Carlson’s unvested RSU and PSU awards were forfeited upon his departure from the Company in July 2023. |

  30. Additional Compensation Practices and Policies

    Additional Compensation Practices and Policies Perquisites The Company generally does not provide executive officers with perquisites and other personal benefits beyond the Company benefits offered to similarly situated employees. Previously, during the COVID-19 pandemic when travel was reduced, the Company paid certain commuting expenses to various NEOs. These perquisites were provided on a transitional basis, were limited in duration, and are no longer continuing. Stock Ownership Guidelines The Board has adopted stock ownership guidelines that apply to our NEOs , and amended the guidelines in February 2024. Under the guidelines, covered persons are required to own stock, including unvested time-based restricted stock or RSUs, equal to certain multiples of their annual cash compensation as defined in the guidelines. The multiples required under the guidelines are as follows:

  31. Additional Compensation Practices and Policies

    Until such time as the executive officer reaches his or her applicable threshold and subject to certain exceptions, the executive officer is required to hold 100% of the shares of Company common stock awarded to him/her from the Company or received upon vesting of restricted stock and RSUs and upon exercise of stock options (net of any shares utilized to pay for tax withholding and any exercise price). Each of the currently serving NEOs was in compliance with these guidelines in 2023, other than Mr. Hulse, on account of our low stock price (in January 2023) at the time compliance was assessed for 2023. Following the amendment of the guidelines in February 2024, Mr. Hulse returned to compliance with the guidelines effective as of January 1, 2024. Under the amended guidelines, compliance by NEOs is assessed on a quarterly basis rather than annually. Compensation Recoupment (“Clawback”) Policy In 2023, the Committee amended the Company’s Clawback policy covering executive and other officers of the Company, with changes that went into effect on November 29, 2023. Prior to the November 2023 revisions, the Clawback policy provided that if the Company were required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Committee had the option to seek reimbursement of any cash or equity-based bonus or other incentive compensation paid or awarded to the officer or effect cancellation of previously granted equity awards to the extent the bonus or incentive compensation had been based on erroneous financial data and was in excess of what would have been paid to the officer under the restatement. In addition, prior to the November 2023 revisions, the policy also provided for the following:

  32. Additional Compensation Practices and Policies

    | • | An option for the Board to seek clawback of payouts under MIMEDX’s incentive compensation programs when an executive officer had engaged in misconduct as predefined by the Committee including, but not limited to, any material violation of a Company policy that caused significant harm to the Company. |

  33. Additional Compensation Practices and Policies

    Hedging, Pledging and Insider Trading Our Insider Trading Policy applies to all officers, directors and employees of MIMEDX as well as designated consultants and expressly bars ownership of financial instruments or participation in investment strategies that hedge the economic risk of owning our equity securities, such as prepaid variable forwards, equity swaps, collars and exchange funds. Directors, officers and other employees are prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. In addition, we prohibit our executive officers, directors and employees from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit, and maintain a quarterly black-out period during which applicable individuals may not trade. Exceptions to black-out and pre-clearance restrictions exist for sales to cover tax withholding obligations upon vesting of equity awards. Our executive officers and members of our Board are permitted to enter into trading plans that are intended to comply with the requirements of Exchange Act Rule 10b5-1 so they may make predetermined trades of our stock. Compensation Risk Assessment The Committee believes that our compensation policies and practices do not encourage excessive and unnecessary risk-taking, and that the level of risk-taking that they do encourage is not reasonably likely to have a material adverse effect on the Company. The Committee believes that the design of our compensation policies and practices encourages our employees to remain focused on those short- and long-term goals deemed to have the most material correlation to shareholder value creation.

  34. Summary Compensation Table (2023, 2022 and 2021)

    Summary Compensation Table (2023, 2022 and 2021)

  35. Summary Compensation Table (2023, 2022 and 2021)

    | Name and Principal Position | Period | Salary | Bonus | Stock(8) Awards ($) | Stock(9) Options ($) | Non-Equity Incentive Plan Compensation Awards(10) | All Other(11) Compensation | Total | | Joseph H. Capper(1) Chief Executive Officer | 2023 | $677,885 | $— | $12,210,000 | $7,000,000 | $859,375 | $9,086 | $20,828,461 | | Doug Rice(2) Chief Financial Officer | 2023 | 255,462 | — | $1,669,248 | $605,360 | 202,500 | 12,505 | 3,029,613 | | William F. Hulse IV(3) General Counsel and Chief Administrative Officer | 2023 | 541,962 | — | 953,621 | | 409,500 | 8,129 | 1,913,212 | | | 2022 | 520,192 | — | 1,099.999 | | 148,967 | 8,205 | 1,777,363 | | | 2021 | 495,192 | — | 999,991 | | 228,750 | 9,750 | 1,733,683 | | Ricci S. Whitlow(4) EVP & Chief Operating Officer | 2023 | 527,538 | 50,000(7) | 2,138,399 | | 405,000 | 11,423 | 3,082,360 | | K. Todd Newton(5) Interim Chief Executive Officer | 2023 | 72,500 | — | 210,003 | | — | 12,785 | 295,288 | | | 2022 | 200,000 | — | 862,996 | | 108,000 | 1,125 | 1,172,121 | | Peter M. Carlson,(6) Former EVP - Finance and Chief Financial Officer | 2023 | 291,173 | — | 905,932 | | — | 1,105,800 | 2,302,905 | | | 2022 | 537,721 | — | 1,155,000 | | 146,476 | 12,200 | 1,851,397 | | | 2021 | 525,000 | — | 1,099,996 | | 251,213 | 11,600 | 1,887,809 |

  36. Summary Compensation Table (2023, 2022 and 2021)

    | (1) Joseph H. Capper has served as Chief Executive Officer since January 27, 2023. |

  37. Summary Compensation Table (2023, 2022 and 2021)

    | (2) Doug Rice has served as Chief Financial Officer since July 5, 2023. |

  38. Summary Compensation Table (2023, 2022 and 2021)

    | (3) William F. Hulse has served as General Counsel and Secretary since December 2019. He was named General Counsel and Chief Administrative Officer in April 2022. |

  39. Summary Compensation Table (2023, 2022 and 2021)

    | (4) Ricci S. Whitlow has served as Executive Vice President and Chief Operating Officer since January 3, 2023. |

  40. Summary Compensation Table (2023, 2022 and 2021)

    | (5) K. Todd Newton served as interim Chief Executive Officer from September 2022 to January 2023. |

  41. Summary Compensation Table (2023, 2022 and 2021)

    | (6) Mr. Carlson served as our Chief Financial Officer from March 2020 until July 2023. Following his departure from the Company, he was paid the severance benefits to which he was entitled for an involuntary termination without cause under his employment agreement. |

  42. Summary Compensation Table (2023, 2022 and 2021)

    | (7) $50,000 represents a one-time cash signing-on bonus. |

  43. Summary Compensation Table (2023, 2022 and 2021)

    | (8) Represents the aggregate grant date fair value of awards of restricted stock and performance stock units made in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all stock awards made to NEOs in Note 11 to the consolidated financial statements included in the 2023 Annual Report. The RSU awards generally vest pro rata annually over a one to three-year period, other than Mr. Newton’s grant, which vested in full in January 2023 upon Mr. Capper’s appointment as Chief Executive Officer. The PSUs vest based on the achievement of specific performance targets and also require the recipient to provide continuous service generally for a period of three years from the grant date. All of Mr. Carlson’s unvested RSU and PSU awards were forfeited upon his departure from the Company. |

  44. Summary Compensation Table (2023, 2022 and 2021)

    | (9) Represents the aggregate grant date fair value of awards of stock options made in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all stock awards made to NEOs in Note 11 to the consolidated financial statements included in the 2023 Annual Report. The Options vest ratably annually over a four-year period and also require the recipient to provide continuous service, and in the case of Mr. Capper’s options, he must achieve specific performance targets. |

  45. Summary Compensation Table (2023, 2022 and 2021)

    | (10) Includes annual bonuses paid under the Management Incentive Plan for each year. |

  46. Summary Compensation Table (2023, 2022 and 2021)

    | (11) Represents the following amounts: 401(k) matches for 2023 for Mr. Capper - $9,086; Mr. Rice - $3,115; Mr. Hulse - $8,129; Ms. Whitlow - $11,423; Mr. Newton - $1,260; and Mr. Carlson - $9,141; in addition, for Mr. Carlson, the amount of $1,047,703 represents the amount of severance payments pursuant to our contractual agreement with him. |

  47. Grants of Plan-Based Awards For 2023

    Grants of Plan-Based Awards For 2023 The following table provides information regarding grants of plan-based awards to the Company’s NEOs during 2023. K. Todd Newton served as interim Chief Executive Officer from September 2022 to January 2023. He did not receive a grant under the 2016 Plan in 2023 as an employee, however he did receive a grant of 35,354 RSUs as a board member.

  48. Grants of Plan-Based Awards For 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | All other option awards: Number of securities underlying options(8) | Exercise or base price of option awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Joseph H. Capper(4) | 1/30/2023 | $375,000 | $750,000 | $1,500,000 | — | — | — | 3,300,000 PSUs | — | — | $12,210,000 | | | 1/30/2023 | | | | | | | — | 3,600,000 | $3.70 | $7,000,000 | | Doug Rice(5) | 7/5/2023 | $162,000 | $324,000 | $1,080,000 | — | — | — | 97,200 RSUs | — | — | $625,968 | | | 7/5/2023 | | | | | | | 162,000 PSUs | — | — | $1,043,280 | | | 7/5/2023 | | | | | | | — | 94,000 | $6.44 | $605,360 | | William F. Hulse IV | 3/13/2023 | 163,800 | $327,600 | $1,092,000 | | | | 136,364 RSUs | — | — | $527,729 | | | 3/13/2023 | | | | 45,454 PSUs | 90,909 PSUs | 136,363 PSU | — | — | — | $425,892 | | Ricci S. Whitlow | 1/03/2023 | $162,000 | $324,000 | $1,080,000 | | | | 462,857 RSUs | — | — | $2,138,399 | | K. Todd Newton | — | — | — | — | — | — | — | — | -— | — | $— | | Peter M. Carlson(6) | — | — | — | — | — | — | — | — | — | — | $— |

  49. Grants of Plan-Based Awards For 2023

    | (1) Represents the annual incentive opportunity under the Management Incentive Plan (MIP) for 2023. Actual amounts paid for 2023 are included in the Summary Compensation Table. |

  50. Grants of Plan-Based Awards For 2023

    | (2) Represents restricted stock unit and performance stock unit awards granted under the 2016 Plan. The RSUs generally vest ratably annually over one to three years from the grant date. The PSUs vest based on the achievement of specific performance targets and also require the recipient to provide continuous service generally for a period of three years from the grant date. |

  51. Grants of Plan-Based Awards For 2023

    | (3) The amounts shown reflect the grant date fair market values of the awards computed in accordance with FASB ASC Topic 718 “Compensation-Stock compensation” and correspond to the aggregate values disclosed in the “Stock Awards” column in the Summary Compensation Table. |

  52. Grants of Plan-Based Awards For 2023

    | (4) Joseph Capper received non-equity incentive plan inducement grants of (i) 3,300,000 PSUs valued at $12,210,000 and (ii) 3,600,000 stock options valued at $7,000,000. |

  53. Grants of Plan-Based Awards For 2023

    | (5) Doug Rice received non-equity incentive plan inducement grants of (i) 97,200 RSUs valued at $625,968, (ii)162,000 PSUs valued at $1,043,280, and (iii) 94,000 stock options valued at .$605,360. |

  54. Grants of Plan-Based Awards For 2023

    | (7) Peter M. Carlson served as our Chief Financial Officer from March 2020 until July 2023. All of Mr. Carlson’s unvested RSU and PSU awards were forfeited upon his departure from the Company in July 2023, and he was no longer eligible for any annual incentive opportunities under the MIP. |

  55. Grants of Plan-Based Awards For 2023

    | (8) The Options vest ratably annually over a four-year period and also require the recipient to provide continuous service, and in the case of Mr. Capper have an additional performance requirement. |

  56. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table shows the number of shares covered by unvested equity awards held by the Company’s NEOs on December 31, 2023.

  57. Outstanding Equity Awards as of December 31, 2023

    | | Stock Awards | | | | | | | | | Name | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Price | Exp. date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested (#)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(1) | | Joseph H. Capper(2) | 3,600,000(2) | | $3.70 | 2/1/2030 | 3,300,000 PSUs(2) | $28,941,000 | — | — | | Doug Rice(3) | 94,000(3) | | $6.44 | 7/5/2030 | 97,200 RSUs(3) | $852,444 | — | — | | | | | | | 162,000 PSUs(3) | $1,420,740 | | | | William F. Hulse IV | — | — | $— | — | — | — | 288,514 RSUs(4) | $2,530,268 | | | | | | | — | — | 225,650 PSUs(4) | $1,978,885 | | Ricci Whitlow | — | — | $— | — | — | — | 462,857 RSUs(5) | $4,059,256 | | Todd Newton | — | — | $— | — | | | 35,354 RSUs(6) | $310,055 | | Pete Carlson(7) | — | — | $— | — | — | $— | — | $— |

  58. Outstanding Equity Awards as of December 31, 2023

    | (1) Calculated based on a closing stock price of $8.77 per share on December 29, 2023. |

  59. Outstanding Equity Awards as of December 31, 2023

    | (2) 300,000 options vested on January 30, 2024. Up to an additional 600,000 options may vest immediately upon the achievement of specified share price goals. 300,000 are scheduled to vest on each of January 27, 2025, January 27, 2026, and January 27, 2027. Up to an additional 600,000 options may vest on each of those dates based upon the achievement of specified share price goals. 3,300, 000 PSUs are scheduled to vest in March 2027, subject to attainment of performance vesting criteria. |

  60. Outstanding Equity Awards as of December 31, 2023

    | (3) 23,500 Options are scheduled to vest on each of July 5, 2024, July 5, 2025, July 5, 2026 and July 5, 2027; 32,400 RSUs are scheduled to vest on each of July 5, 2024, July 5, 2025 and July 5, 2026; 162,000 PSUs are scheduled to vest in March 2026, subject to attainment of performance vesting criteria. |

  61. Outstanding Equity Awards as of December 31, 2023

    | (4) 33,102 RSUs vested on March 4, 2024; 45,454 RSUs vested on March 13, 2024; 19,841 RSUs are scheduled to vest on April 8, 2024; 19,841 RSUs are scheduled to vest on April 23, 2024, 19,841 RSUs are scheduled to vest on May 8, 2024; 45,454 RSUs are scheduled to vest on March 13, 2025; 19,841 RSUs are scheduled to vest on April 8, 2025; 19,841 RSUs are scheduled to vest on April 23, 2025; and 19,841 RSUs are scheduled to vest on May 8, 2025. The number of unvested PSUs is shown at the stretch amount the recipient could receive upon vesting, as such 89,287 PSUs are scheduled to vest in December 2025, subject to attainment of performance vesting criteria; and 136,363 PSUs are scheduled to vest in December 2026, subject to attainment of performance vesting criteria. |

  62. Outstanding Equity Awards as of December 31, 2023

    | (5) 154,284 RSUs vested on February 13, 2024; 154,284 RSUs are scheduled to vest on each of February 13, 2025 and February 13, 2026. |

  63. Outstanding Equity Awards as of December 31, 2023

    | (6) Mr. Newton was granted 35,354 RSUs as a director of the Company and all are scheduled to vest on June 13, 2024. |

  64. Outstanding Equity Awards as of December 31, 2023

    | (7) Peter M. Carlson served as our Chief Financial Officer from March 2020 until July 2023. All of Mr. Carlson’s unvested RSU and PSU awards were forfeited upon his departure from the Company in July 2023. |

  65. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table provides information concerning each exercise of stock options and each vesting of RSUs during 2023, on an aggregated basis with respect to each of the Company’s NEOs.

  66. 2023 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Securities Acquired on Vesting | Value Realized on Vesting(1) | | Joseph H. Capper | 0 | | | Doug Rice | 0 | | | William F. Hulse IV | 132,878 | $592,458 | | Ricci S. Whitlow | 0 | | | K. Todd Newton(2) | 244,191 | $995,424 | | Peter M. Carlson(3) | 158,233 | $710,071 |

  67. 2023 Option Exercises and Stock Vested Table

    | (1) Represents the number of shares acquired on vesting multiplied by the closing price of Company common stock on the vesting date. Vesting occurred in accordance with applicable restricted stock unit agreements with the Company, pursuant to Section 10.02 of the 2016 Plan. |

  68. 2023 Option Exercises and Stock Vested Table

    | (2) K. Todd Newton served as our interim Chief Executive Officer from September 2022 until January 2023. |

  69. 2023 Option Exercises and Stock Vested Table

    | (3) Peter M. Carlson served as our Chief Financial Officer from March 2020 until July 2023. |

  70. 2023 Potential Payments Upon Termination Or Change In Control

    2023 Potential Payments Upon Termination Or Change In Control This section describes additional payments that the Company would make to the NEOs assuming a hypothetical termination of employment occurred on December 31, 2023 under various scenarios. We have not included Messrs. Newton or Carlson in the table below because neither was employed by us on December 31, 2023, and the amounts paid or payable in 2023 each in connection with his cessation of employment with the Company are included in the Summary Compensation Table, 2023 Option Exercises and Stock Vested Table and the related discussion above, including the CD&A. No-Cause Termination. The Company entered into an Executive Retention Agreement with each NEO except for Mr. Newton that provides for compensation to the executive in the event the executive’s employment with the Company is terminated involuntarily without “Cause” (as defined in the agreement), or if the executive voluntarily terminates employment for “Good Reason” (as defined in the agreement) prior to a “change-in-control.” The compensation payable under the agreements is a lump sum severance payment equal to a multiple of the executive’s annual base salary and target base bonus: in Mr. Capper’s case, 2 times, and in the case of Messrs. Rice and Hulse and Ms. Whitlow, 1.25 times. In addition, following termination of employment under such circumstances, each NEO is entitled to receive health insurance coverage (subject to a COBRA election, and a periodic cash payment for 18 months), and certain other fringe benefits equivalent to those in effect at the date of termination for a period of 24 months in the case of Mr. Capper and 15 months in the case of the other NEOs. Change-in-Control. The Executive Retention Agreements with the NEOs provide for compensation to the executive in the event the executive’s employment with the Company is terminated upon or within one year following the consummation of a “change-in-control” for reasons other than the executive’s death, disability or for “Cause” (as defined in the respective agreements), or if the executive voluntarily terminates employment for “Good Reason” (as defined in the respective agreements). The compensation payable under the agreements is a lump sum severance payment equal to a multiple of the executive’s annual base salary and target base bonus as of the date of the change-in-control: Mr. Capper, 2 times, and Messrs. Rice and Hulse and Ms. Whitlow, 1.5 times. In addition, following termination of employment, these executives are entitled to receive health insurance coverage (subject to a COBRA election and a periodic cash payment for 18 months), and certain other fringe benefits equivalent to those in effect at the date of termination for a period of 24 months in the case of Mr. Capper and a period of 18 months in the case of the other NEOs. Equity Awards. Generally, unvested equity awards vest upon an NEO’s death or disability. Upon a “change in control,” as defined in the 2016 Plan, and subject to any requirements of Section 409A of the Internal Revenue Code of 1986, as amended, if the NEO’s employment terminates within 24 months following a change of control, as defined in the 2016 Plan, other than for cause, then the awards will vest upon such termination, provided that the awards were continued, assumed, or substituted in the transaction; if no written provision is made for continuance, assumption or substitution of the awards, then the Compensation Committee has discretion to (1) terminate such awards without payment, (2) terminate such awards in exchange for a payment equal to the fair market value of such awards on the date of the change in control, or (3) accelerate the vesting of the awards or take such other actions as the Committee determines to be reasonable under the circumstances to permit the NEO to realize the value of the awards. PSU Agreements Mr. Capper’s PSU Agreement provides that the vesting of his PSUs will accelerate upon a Change in Control of the Company occurring prior to the end of the performance period and while Mr. Capper is in continuous service as follows: if Mr. Capper has been employed by the Company for at least one year prior to the Change in Control, the PSUs will vest, measured at target (or actual performance, if higher), and if Mr. Capper has been employed for less than one year the PSUs will vest pro-rata based on the number of days employed in relation to the performance period, measured at target (or actual performance, if higher). Mr. Rice’s PSU Agreement provides that his PSUs will vest at the target level (or actual performance, if higher) and accelerate upon a termination of employment without Cause or a termination by Mr. Rice for good reason within two years following a Change in Control of the Company occurring prior to the end of the performance period and while Mr. Rice is in continuous service. RSU Agreement Mr. Rice’s RSU Agreement provides that vesting of his RSUs will accelerate upon a termination of employment without Cause or a termination of employment by Mr. Rice for good reason within two years following a Change in Control of the Company occurring prior to the end of the vesting period and while Mr. Rice is in continuous service. Option Agreements Mr. Capper’s Non-Qualified Stock Option Agreement provides that vesting of the Option will accelerate upon a Change in Control of the Company, to the extent actual performance was achieved, subject to the recipient’s continued employment on the date of the Change in Control (except if Mr. Capper’s employment is terminated without Cause or for Good Reason within three months prior to the Change in Control) as follows: if Mr. Capper has been employed by the Company for at least one year prior to the Change in Control, the Option will vest measured at actual performance, and if Mr. Capper has been employed for less than one year the Option will vest pro-rata based on the number of days employed in relation to the performance period, measured at actual performance. In the event Mr. Capper’s employment is terminated by the Company without Cause or Mr. Capper terminates his employment for Good Reason, the Option will vest and become exercisable to the extent the share price performance goals were attained during Mr. Capper’s employment. The Option includes a one year post-termination exercise period, to the extent vested, and will expire on February 1, 2030. Mr. Rice’s Non-Qualified Stock Option Agreement provides that his Options will vest upon a termination of employment without Cause or a termination of employment by Mr. Rice for Good Reason within two years following a Change in Control of the Company occurring prior to the end of the vesting period and while Mr. Rice is in continuous service. The table below details the payments and benefits to which the NEOs would have been entitled under each termination of employment and Change in Control scenario, assuming the triggering event occurred on December 31, 2023. On that date, the stock price was $8.77. The actual amounts that may be payable to any NEO on a separation from the Company can only be determined at the time of the actual separation and may differ from the amounts set forth in the tables below based on various factors. Please also see the footnotes to the table below for additional information.

  71. 2023 Potential Payments Upon Termination Or Change In Control

    | Executive | Involuntary Without Cause or Voluntary for Good Reason | Involuntary Without Cause or Voluntary for Good Reason after Change in Control | Death or Disability | | Joseph H. Capper | | | | | cash severance | $3,000,000(1) | $3,000,000(1)(2) | $— | | estimated benefits | 26,571(3) | 26,571(2)(3) | — | | estimated value of accelerated equity awards | — | 10,925,503(4) | —(6) | | TOTAL | $3,026,571 | $13,952,074 | — | | Doug Rice | | | | | cash severance | 1,080,000(1) | 1,296,000(1)(2) | — | | estimated benefits | 11,633(3) | 13,961(2)(3) | — | | estimated value of accelerated equity awards | — | 1,385,222(4) | 1,385,222(5) | | TOTAL | $1,091,633 | $2,695,183 | $1,385,222 | | William F. Hulse | | | | | cash severance | 1,092,000(1) | 1,310,400(1)(2) | — | | estimated benefits | 20,458(3) | 24,549(2)(3) | — | | estimated value of accelerated equity awards | — | 3,849,565(4) | 3,849,565(5) | | TOTAL | $1,116,549 | $5,184,514 | $3,849,565 | | Ricci S. Whitlow | | | | | cash severance | 1,080,000(1) | 1,296,000(1)(2) | — | | estimated benefits | —(3) | —(2)(3) | — | | estimated value of accelerated equity awards | — | 4,059,256(4) | 4,059,256(5) | | TOTAL | $1,080,000 | $5,355,256 | $4,059,256 |

  72. 2023 Potential Payments Upon Termination Or Change In Control

    | (1) Includes (a) annual base salary as of December 31, 2023, plus (b) annual targeted bonus for the year ended December 31, 2023, times the multiple applicable to the NEO. |

  73. 2023 Potential Payments Upon Termination Or Change In Control

    | (2) Payable only in the event the executive’s employment is terminated by the Company without cause or by the executive for “good reason” within one year following a change in control. |

  74. 2023 Potential Payments Upon Termination Or Change In Control

    | (3) Includes the estimated value of medical and dental insurance. |

  75. 2023 Potential Payments Upon Termination Or Change In Control

    | (4) Includes the value of unvested RSUs and PSUs based on the December 31, 2023 closing stock price, the vesting of which is deemed accelerated to December 31, 2023. As noted above, awards vest upon a change in control only at the Committee’s discretion or, if assumed in the transaction upon termination of employment without cause, except in the case of Mr. Capper, in which case the awards would automatically vest upon a change in control. |

  76. 2023 Potential Payments Upon Termination Or Change In Control

    | (5) If the Participant’s employment with the Company terminated on account of the Participant’s death or disability, the shares vest and become non-forfeitable on termination of the Participant’s employment with the Company. |

  77. 2023 Potential Payments Upon Termination Or Change In Control

    | (6) None of Mr. Capper’s options would vest in this scenario, and 763,973 of his PSUs would be eligible to vest but only if the performance conditions were ultimately met at the end of the three year performance period. |

  78. PROPOSAL 2—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

    PROPOSAL 2—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION In accordance with Section 14A of the Exchange Act, we are providing shareholders with the opportunity to vote on an advisory resolution, commonly known as a “say-on-pay” proposal, to approve the compensation of the Company’s NEOs as disclosed in the CD&A, the compensation tables, and the accompanying narrative disclosures, (see pages 22 through 43): RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement under the section captioned “Executive Compensation,” including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosures. The Compensation Committee is responsible for evaluating and determining the compensation paid to the Company’s NEOs. All components of compensation for the NEOs are then recommended by the Compensation Committee for approval by the Board. As described above in detail in the CD&A, the compensation tables and the accompanying narrative disclosures, the Company’s executive compensation philosophy is based on the belief that competitive compensation is essential to attract and retain highly-qualified executives and motivate them to achieve the Company’s operational and financial goals. The Company’s compensation components seek to reward effective performance relative to the Company’s near-term plans and objectives, promote longer-term focus and help retain key contributors and align the interests of the Company’s executives and shareholders. The Company conducted an advisory say-on-pay vote at the 2023 annual meeting of shareholders, where approximately 89.06% of the votes cast were in favor of the proposal. The Board and the Committee have considered this advisory vote result, together with the other factors and data discussed in the CD&A in connection with its determination of compensation policies and decisions. The Board and the Committee also considered input received from shareholders, and advice from expert advisors on market trends and other matters. The Committee and the Board determined in 2024 to continue to further strengthen the pay for performance and shareholder interest alignment of the Company’s compensation policies, with 40% of the NEO incentive compensation grants comprised of performance stock units and 25% comprised of stock options in 2024, in addition to the 35% comprised of time-vesting restricted stock units. The Committee and the Board will continue to consider expert advice and shareholder input when making future decisions about executive compensation. The Company has previously determined that its shareholders should vote on an advisory say-on-pay proposal every year, consistent with the recommendation of the Board and the preference expressed by the Company’s shareholders in the advisory vote taken at the annual meeting of shareholders held in 2023. The next vote to consider the frequency at which advisory say-on-pay proposals will be held will be at the 2025 annual meeting of shareholders.

  79. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company compensates non-employee directors with a mix of equity and cash. Directors who are full-time Company employees do not receive any compensation for their service as directors or as members of Board committees. The Company compensates non-employee directors at approximately the median of peer practices. The 2016 Plan imposes limits on awards to directors for their service as directors of (i) 125,000 shares granted during any calendar year and (ii) a maximum of $300,000 for any consecutive 12-month period for awards stated as a specific dollar amount.

  80. Equity Compensation

    Equity Compensation Upon initial election or appointment to the Board, each non-employee director receives a one-time grant of a number of restricted shares of Company common stock valued at $175,000, plus a prorated portion of the prior year’s annual grant (based on the number of months between the date of appointment to the Board and expected date of the next annual meeting of shareholders). One third of this grant vests on each anniversary of the grant date. In addition, each non-employee director receives an annual grant of a number of restricted shares of Company common stock valued at $175,000. The Board usually makes this grant on the date of the annual meeting of shareholders or the first meeting of the Board that follows the annual meeting of shareholders, subject to the share limits in the Plan, and it vests upon the earlier of the next annual meeting or the first anniversary of the grant date.

  81. 2023 Director Compensation

    2023 Director Compensation

  82. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Options | Total | | M. Kathleen Behrens | $130,500 | $210,003 | — | $340,503 | | James L. Bierman | 68,421.82(2) | $210,003 | — | 279,003 | | Phyllis L. Gardner | 55,000 | $210,003 | — | 265,003 | | Michael Giuliani | 57,000 | $210,003 | — | 267,003 | | William A. Hawkins | 54,500 | $210,003 | — | 264,503 | | Cato T. Laurencin | 72,137.10(3) | $210,003 | — | 271,920 | | K. Todd Newton | 43,420.05(4) | $210,003 | — | 273,711 | | Martin P. Sutter(5) | — | — | — | — |

  83. 2023 Director Compensation

    | (1) The amounts shown reflect the grant date fair market values of the awards computed in accordance with FASB ASC Topic 718”Compensation-Stock compensation.” We provide information regarding the assumptions used to calculate the value of all stock awards made to NEOs in Note 11 to the consolidated financial statements included in the 2023 Annual Report. |

  84. 2023 Director Compensation

    | (2) Includes $2,233.82 paid as expenses. |

  85. 2023 Director Compensation

    | (3) Includes $137.10 paid as expenses. |

  86. 2023 Director Compensation

    | (4) Mr. Newton did not receive compensation for his services as a director during his time as the Company’s interim Chief Executive Officer. Includes $1,357 paid as expenses. |

  87. 2023 Director Compensation

    | (5) Mr. Sutter has declined all compensation as a non-employee director. |

  88. CEO PAY RATIO

    CEO PAY RATIO In 2023, we paid total annual compensation to our median employee of $74,083. The total compensation paid to our (i) former interim CEO, Mr. Newton, was $295,288, and to our current CEO serving on December 31, 2023, Mr. Capper, was $20,710,346 (reflecting his significant one-time sign-on equity awards). Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was 283 to 1, which is calculated consistent with the SEC regulation and is based on our records and the methodology described below. The ratio increased from 2022 due in large part to the significant one-time sign-on equity awards received by Mr. Capper in 2023. We determined our median employee using all income as shown in Form W-2 box 1 for all employees other than our CEO, based on information as of December 31, 2023. As permitted by SEC rules, (i) we identified our median employee as of December 31, 2023, and will determine the median employee at least every third year unless we make changes to our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure; (ii) we excluded all four non-U.S. employees in determining the median employee. The total number of U.S. and non-U.S. employees as of December 31, 2023 was 887.

  89. Pay Versus Performance

    Pay Versus Performance The following table summarizes the total compensation paid to our NEOs versus the performance of the Company for the fiscal years ended December 31, 2023, 2022, 2021, and 2020.

  90. Pay Versus Performance

    | Year | Summary Compensation Table Total for Joseph Capper (1) | Summary Compensation Table Total for Todd Newton(2) | Summary Compensation Table Total for T. Wright(3) | Compensation Actually Paid to Joseph Capper | Compensation Actually Paid to K. Todd Newton | Compensation Actually Paid to T. Wright. | Average Summary Compensation Table Total for Non-PEO NEOs(4) (5) | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (Thousands) | Net Sales (Thousands) | | | | | | | | | | | TSR | Comp Peer Group TSR | | | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $20,828,461 | $295,288 | $— | $37,006,231 | $487,288 | $— | $1,811,433 | $3,163,908 | $115.70 | $20.67 | $58,228 | $321,477 | | 2022 | $— | $1,172,121 | $4,810,234 | $— | $1,040,121 | $(2,292,965) | $1,773,574 | $796,402 | $36.68 | $33.14 | $(30,197) | $267,841 | | 2021 | $— | $— | $4,817,299 | $— | $— | $2,226,051 | $1,798,504 | $1,220,083 | $79.68 | $56.95 | $(10,285) | $258,615 | | 2020 | $— | $— | $4,730,002 | $— | $— | $6,303,611 | $1,540,754 | $1,966,280 | $119.79 | $76.37 | $(49,284) | $248,234 |

  91. Pay Versus Performance

    | 1. | Differences between the Summary Compensation Table and Compensation Actually Paid reflect increases in fair value of share-based payment awards of $16,177,770 for the year ended December 31, 2023. |

  92. Pay Versus Performance

    | 2. | Differences between the Summary Compensation Table and Compensation Actually Paid reflect increases (decreases) in fair value of share-based payment awards of $192,000 and ($132,000) for the years ended December 31, 2023 and 2022, respectively. |

  93. Pay Versus Performance

    | 3. | Differences between the Summary Compensation Table and the Compensation Actually Paid reflect decreases due to forfeitures of share-based payment awards of $6,213,747 for the year ended December 31, 2022. They also reflect (decreases) increases of fair value of share-based payment awards of ($889,452), ($2,591,248), and $1,573,609 for the years ended December 31, 2022, 2021, and 2020, respectively. |

  94. Pay Versus Performance

    | 4. | Mr. Wright served as our Chief Executive Officer from May 2019 until September 2022. Differences between the Summary Compensation Table and the Compensation Actually Paid reflect decreases due to forfeitures of share-based payment awards of $169,737 for the year ended December 31, 2023. They also reflect increases (decreases) in fair value of share-based payment awards of $1,522,212, ($977,172), ($578,422), and $425,526 for the years ended December 31, 2023, 2022, 2021, and 2020, respectively. |

  95. Pay Versus Performance

    | 5. | The names of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Rice, Mr. Hulse, Ms. Whitlow, and Mr. Carlson; and (ii) for 2022, 2021 and 2020, Mr. Carlson, Mr. Hulse, Dr. Robert Stein (our former President, Regenerative Medicine), and Dr. Rohit Kashyap (our former President, Wound Care & Surgical). |

  96. Pay Versus Performance

    The table above shows the relationships between the executive compensation actually paid to the PEOs and our other non-PEO NEOs and our TSR, in general declining as the TSR declined and increasing as the TSR increased, with exceptions largely reflecting one-time sign-on grants of equity awards and lump sum severance payments, among other items. In line with our Compensation Peer Group TSR, our TSR declined from 2020 to 2022, reflecting the market’s reaction to the end of FDA enforcement discretion in May 2021, resulting in our inability to sell certain of our products in the United States, and our unsuccessful Phase 2b KOA clinical trial, as well as poor market conditions for our peers generally. However, in 2023, the Company’s TSR increased substantially, as the Company made a number of changes that strengthened and focused the business, beginning in the latter part of 2022 and continuing through 2023. These changes included:

  97. Pay Versus Performance

    | • | the appointment of several members of senior management, including a new CEO, CFO and COO; |

  98. Pay Versus Performance

    | • | the strategic realignment of the business, resulting in the disbanding of our Regenerative Medicine business and the suspension of all activities related to our KOA program; |

  99. Pay Versus Performance

    | • | strong commercial execution across all of our sites-of-service, with contributions across our Wound & Surgical product lines; and |

  100. Pay Versus Performance

    | • | a focus on improving the financial profile of the business, with a particular focus on reducing general & administrative expenses and making additional changes that would enhance the profitability and free cash flow of the Company. |

  101. Pay Versus Performance

    As a result of the accomplishments made during this period, our executive compensation increased in parallel. The Company also sets compensation goals and measures performance to determine compensation looking at TSR and three other primary measures: Net Sales – Our net sales (the financial measure we believe has been most important to our compensation determinations for all our NEOs in 2023) increased from 2020 to 2022, but not at the target levels we had set for ourselves, and this was reflected in the lower executive compensation actually paid over that same three-year period. However, net sales grew substantially in 2023 as described above, and our executive compensation increased in parallel. Adjusted EBITDA – Our Adjusted EBITDA declined from 2020 to 2022, which was expected due, in part, to the end of enforcement discretion as mentioned above, along with other expenses, including higher general and administrative expenses as well as costs associated with the clinical trial and related research and development that we stopped pursing in 2023. However, Adjusted EBITDA grew substantially in 2023 as described above, and our executive compensation increased in parallel. R&D Goals – The Company also set several R&D goals for the business in order to continue to bring new products to the market. In late-2022, we were able to successfully launch two such products for our Wound & Surgical business, in 2023 we launched an additional product, and we continue to invest in R&D activities with the aim of continuing to innovate, resulting in the launches of additional products in future periods. Our net income and loss variations from 2020 to 2022 were more reflections of the end of FDA enforcement discretion and other factors, and therefore had less impact on our executive compensation actually paid. However, net income grew in 2023 as described above, and our executive compensation increased in parallel.

  102. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table provides information about the Company’s equity compensation plans as of December 31, 2023.

  103. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | Equity compensation plans approved by security holders(1) | 348,520 | $4.06 | 11,644,307 | | Equity compensation plans not approved by security holders | 0 | 0 | 0 | | Total | 348,520 | $4.06 | 11,644,307 |

  104. EQUITY COMPENSATION PLAN INFORMATION

    | (1) Includes the Company’s 2016 Plan and the MiMedx Group, Inc. Assumed 2006 Stock Incentive Plan. |