DEF 14A of Anika Therapeutics, Inc., Apr 28, 2025

DEF 14A of Anika Therapeutics, Inc.

Filed Apr 28, 2025 · FY20240001140361-25-016082

Open on EDGAR

  1. Executive Summary

    Executive Summary Our Fiscal Year 2024 Business Performance Our 2024 key accomplishments included:

  2. Executive Summary

    | • | Successfully launched the Integrity Implant System and achieved 40%+ sequential growth for 3 consecutive quarters |

  3. Executive Summary

    | • | Maintained strong double-digit growth (16% year over year) in our international OA Pain Management business and delivered U.S. OA Pain Management revenue in line with guidance for the year |

  4. Executive Summary

    | • | Delivered total Company Adjusted EBITDA of $15.5M in line with guidance for the year |

  5. Executive Summary

    | • | Delivered Operating Cash Flow of $5.4M driven by improved working capital efficiency |

  6. Executive Summary

    | • | Completed the sale of the Arthrosurface business in Q4 2024, and made significant progress in the work necessary to divest the Parcus Medical business, which was completed in Q1 2025 |

  7. Executive Summary

    | • | Repurchased $10.9M of Company stock, setting up early completion in March 2025 of the total $15M to be repurchased under a 10b5-1 Plan, as previously announced |

  8. Executive Summary

    | • | Achieved significant regulatory and clinical milestones allowing us to progress key pipeline programs in 2025, including advancing the work needed to file the second PMA module for Hyalofast in January 2025 and to conduct a Type C meeting with the FDA regarding the Cingal program in February 2025 |

  9. Executive Summary

    For other business and financial highlights, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  10. Executive Summary

    | Proposal 1: Election of Three Class II Directors |

  11. Executive Summary

    Cheryl R. Blanchard, Ph.D., Joseph H. Capper and Glenn R. Larsen, Ph.D. serve as Class II Directors, with terms of office expiring at this year’s Annual Meeting. Dr. Blanchard, Mr. Capper and Dr. Larsen are the Board of Director’s nominees for election to the Board of Directors (“Board”) at the Annual Meeting. Each Class II Director will be elected to hold office until the 2028 Annual Meeting and until their successors are duly elected and qualified.

  12. Executive Summary

    | Director Nominees | Occupation | Experience / Qualifications | Independent | Board Roles | | Cheryl R. Blanchard, Ph.D. Age: 60 Director Since: 2018 | President and Chief Executive Officer of Anika Therapeutics, Inc. | • Executive Leadership • Industry Experience • Research and Development • Commercialization • M&A/Business Development Expertise • Manufacturing Expertise • Regulatory Expertise • International/Global Business Experience | No | None | | Joseph H. Capper Age: 61 Director Since: 2024 | Chief Executive Officer of MiMedx Group, Inc. | • Executive Leadership • Industry Experience • M&A/Business Development Expertise • R&D/Innovation Expertise • Financial Oversight/Accounting Expertise • Public Company Governance/Corporate Responsibility Expertise | Yes | Member of: Capital Allocation Committee Compensation Committee | | Glenn R. Larsen, Ph.D. Age: 71 Director Since: 2015 | Chairman, President, Chief Executive Officer and Co-Founder of Aquinnah Pharmaceuticals, Inc. | • Executive Leadership • R&D/Innovation Expertise • Industry Experience • Public Company Governance/Corporate Responsibility Expertise • M&A/Business Development Expertise • Regulatory Expertise • Human Capital Management Expertise • Manufacturing Expertise | Yes | Member of: Compensation Committee Governance Nominating Committee |

  13. Executive Summary

    | Board Recommendation: | The Board of Directors recommends a vote “FOR” the election of each of Dr. Blanchard, Mr. Capper and Dr. Larsen. | | Vote Required for Approval: | Affirmative vote of a majority of the shares of common stock that are voting in the election of directors, meaning that, to be elected, the shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” that nominee. Under our Majority Voting in Uncontested Director Elections Policy, if a director receives a greater number of votes “AGAINST” than “FOR” election, the director must promptly offer to resign, which resignation will be considered by the Governance and Nominating Committee. Please see the section captioned “Majority Voting in Uncontested Director Elections Policy” for more details on this policy and its impact on the election of director nominees. Abstentions and broker non-votes will have no effect on the outcome of this proposal because they are not counted as “votes cast.” |

  14. Information Regarding Directors

    Information Regarding Directors The following table sets forth the name of our current directors and includes the nominees for re-election as directors at the Annual Meeting, together with their ages (as of the record date) and the years in which they became a director.

  15. Information Regarding Directors

    | Director Name | Age | Director Since | Term Expires | | Class I Directors | | | | | Sheryl L. Conley | 64 | 2021 | 2027 | | William R. Jellison | 67 | 2024 | 2027 | | Stephen O. Richard | 62 | 2020 | 2027 | | Class II Directors | | | | | Cheryl R. Blanchard, Ph.D. | 60 | 2018 | 2025 | | Joseph H. Capper | 61 | 2024 | 2025 | | Glenn R. Larsen, Ph.D. | 71 | 2015 | 2025 | | Class III Directors | | | | | Gary P. Fischetti | 64 | 2023 | 2026 | | John B. Henneman, III | 63 | 2020 | 2026 | | Susan L. N. Vogt | 71 | 2018 | 2026 |

  16. Information Regarding Directors

    | Cheryl R. Blanchard, Ph.D. | | | | Anika Board Service: • Director since August 2018 | | PRESIDENT and CHIEF EXECUTIVE OFFICER | Age: 60 |

  17. Education

    Education

  18. Education

    | • | Ph.D. and M.S. in Materials Science and Engineering from the University of Texas-Austin |

  19. Education

    | • | B.S. in Ceramic Engineering from Alfred University |

  20. Education

    | • | Medical Devices/Pharmaceutical Experience, Commercialization/ Marketing Expertise, M&A/Business Development Expertise, Manufacturing Experience, R&D/Innovation Experience, Regulatory Expertise, and International/Global Business Experience – acquired over her career in positions of leadership at multiple companies in the life science industry, where she gained extensive experience in business development, developing and commercializing products, including building from scratch a high-growth $100 million-plus regenerative medicine business while at Zimmer, and regenerative medicine and drug delivery products while at multiple companies in the life science industry |

  21. Education

    | • | Public Company Governance/Corporate Responsibility Expertise – obtained through her experience serving on boards of directors, including publicly held medical technology and biopharmaceutical companies |

  22. Education

    | • | Dr. Blanchard also brings Human Capital Management Expertise to the Board |

  23. Education

    | Joseph H. Capper | | | | Anika Board Service: • Director since May 2024 • Committees: • Capital Allocation • Compensation | | INDEPENDENT | Age: 61 |

  24. Relevant Skills

    Relevant Skills

  25. Relevant Skills

    | • | Medical Devices/Pharmaceutical Experience, R&D/Innovation Expertise, Commercialization/Marketing Expertise, M&A/Business Development Expertise, Financial Oversight/Accounting Expertise, Regulatory Expertise, and International/Global Business Experience – gained during his nearly 30 years in the medical device and healthcare industries, including his significant executive leadership experience, global brand management, marketing, sales and product development, operations |

  26. Relevant Skills

    | • | Public Company Governance/Corporate Responsibility Expertise – obtained through his significant experience serving on boards of directors, including the board of publicly held companies |

  27. Relevant Skills

    | Sheryl L. Conley | | | | Anika Board Service: • Director since October 2021 • Committees: • Audit • Compensation (Chair) | | INDEPENDENT | Age: 64 |

  28. Relevant Skills

    Relevant Skills

  29. Relevant Skills

    | • | Medical Devices/Pharmaceutical Experience, Commercialization/Marketing Expertise, M&A/Business Development Expertise, R&D/Innovation Expertise, Financial Oversight/Accounting Expertise, Regulatory Expertise, and International/Global Business Experience – gained during more than 35 years in the orthopedic medical device and healthcare industries, including her significant executive leadership experience running full profit-and-loss business segments, global brand management, marketing, sales, product development, operations, and in global medical device development and commercialization |

  30. Relevant Skills

    | • | Manufacturing Expertise – developed while at Zimmer, where she held roles with responsibility for oversight of business divisions that included manufacturing segments |

  31. Relevant Skills

    | • | Public Company Governance/Corporate Responsibility Expertise – obtained through her corporate section 16 officer roles at Zimmer, an NYSE public company, in addition to her experience serving on boards of directors, including boards of publicly held medical technology companies, gaining experience serving as a board chair and the chair of both a nominating and governance committee and a compensation committee; earned NACD.DC® in 2024 |

  32. Relevant Skills

    | • | Ms. Conley also brings Human Capital Management Expertise to the Board through her multiple and globally expansive executive leadership roles |

  33. Relevant Skills

    | Gary P. Fischetti | | | | Anika Board Service: • Director since April 2023 • Committees: • Capital Allocation • Compensation | | INDEPENDENT | Age: 64 |

  34. Professional Experience

    Professional Experience

  35. Professional Experience

    | • | Spent 35 years at Johnson & Johnson, a multinational corporation that develops medical devices, pharmaceuticals, and consumer packaged goods, in positions of increasing responsibility, including Company Group Chairman – North American Medical Devices from May 2015 to January 2018, Company Group Chairman – DePuy Synthes North America from January 2014 to June 2015, Company Group Chairman – DePuy Orthopaedic from February 2011 to May 2015, and Worldwide President of DePuy Spine from 2005 to 2011 |

  36. Other Public Company Board Service

    Other Public Company Board Service

  37. Other Public Company Board Service

    | • | Conformis (NASDAQ: CFMS), a medical technology company focused on advancing orthopedic patient care and creating a world without joint pain, from May 2022 through completion of the acquisition by Restor3d in September 2023 |

  38. Education

    Education

  39. Education

    | • | M.B.A. from Rutgers University |

  40. Education

    | • | B.S.B.A. in Finance from Villanova University |

  41. Relevant Skills

    Relevant Skills

  42. Relevant Skills

    | • | Medical Devices/Pharmaceutical Experience, Commercialization/Marketing Expertise, M&A/Business Development Expertise, R&D/Innovation Expertise, Financial Oversight/Accounting Expertise, Regulatory Expertise, and International/Global Business Experience – acquired during his 35 years at Johnson & Johnson serving in executive leadership positions for multiple medical device businesses and divisions of the company, with both domestic and worldwide responsibilities, overseeing all aspects of strategic planning, product and business development, and commercial operations, with full P&L responsibility, as well as oversight of sales and marketing initiatives |

  43. Relevant Skills

    | • | Public Company Governance/Corporate Responsibility Expertise – obtained through his experience serving on boards of directors, including the board of publicly held medical technology company, Conformis |

  44. Relevant Skills

    | John B. Henneman, III | | | | Anika Board Service: • Director since September 2020 • Chair of the Board • Committees: • Capital Allocation • Governance and Nominating | | INDEPENDENT | Age: 63 |

  45. Education

    Education

  46. Education

    | • | J.D. from University of Michigan Law School |

  47. Education

    | • | A.B. in Politics from Princeton University |

  48. Education

    | • | Medical Devices/Pharmaceutical Experience and M&A/Business Development Expertise – developed during his more than 25 years of senior management experience in the medical technology and biotechnology industries, including at Integra, where he led or executed more than 40 acquisitions and alliances and raised more than $1 billion in debt and equity financing |

  49. Education

    | • | Financial Oversight/Accounting Expertise – acquired while serving as Executive Vice President and Chief Financial Officer of NewLink Genetics and as Chief Financial Officer of Integra, positions in which he was responsible for overseeing all the financial aspects of the company’s operations |

  50. Education

    | • | Human Capital Management Expertise and Regulatory Expertise – gained in his role as General Counsel at Integra and his multiple roles as CFO, especially at Integra, where while serving in that role, he had the additional responsibility, at various times, for the company’s regulatory affairs and human resources functions |

  51. Education

    | • | Public Company Governance/Corporate Responsibility Expertise – obtained through his significant experience serving on boards of directors, including boards of publicly held life science companies |

  52. Education

    | • | Mr. Henneman also brings International/Global Business Experience to the Board |

  53. Education

    | William R. Jellison | | | | Anika Board Service: • Director since May 2024 • Committees: • Audit • Capital Allocation | | INDEPENDENT | Age: 67 |

  54. Relevant Skills

    Relevant Skills

  55. Relevant Skills

    | • | Medical Devices/Pharmaceutical Experience, R&D/Innovation Expertise, Commercialization/Marketing Expertise, M&A/Business Development Expertise, Financial Oversight/Accounting Expertise, Regulatory Expertise, and International/Global Business Experience – acquired as a veteran MedTech executive and corporate finance expert, with over 25 years in the medical device and healthcare industries, including his significant executive leadership experience, global brand management, marketing, sales and product development, operations |

  56. Relevant Skills

    | • | Public Company Governance/Corporate Responsibility Expertise – obtained through his experience serving on boards of directors |

  57. Relevant Skills

    | Glenn R. Larsen, Ph.D. | | | | Anika Board Service: • Director since February 2015 • Committees: • Compensation • Governance and Nominating | | INDEPENDENT | Age: 71 |

  58. Relevant Skills

    Relevant Skills

  59. Relevant Skills

    | • | Medical Devices/Pharmaceutical Experience, R&D/Innovation Expertise, M&A/Business Development Expertise, Regulatory Expertise, and International/Global Business Experience – acquired during his extensive background in management, product development and business development at multiple companies in the life science industry as well as significant experience in innovative research and product development and commercial development, including leading groups that advanced 15 drugs to clinical development, resulting in 5 commercial approvals |

  60. Relevant Skills

    | • | Public Company Governance/Corporate Responsibility – obtained through his service on the Company’s board |

  61. Relevant Skills

    | • | Dr. Larsen also brings Manufacturing, Financial Oversight/Accounting and Human Capital Management Expertise to the Board |

  62. Relevant Skills

    | Stephen O. Richard | | | | Anika Board Service: • Director since September 2020 • Committees: • Audit (Chair) (Financial Expert) • Capital Allocation (Chair) | | INDEPENDENT | Age: 62 |

  63. Professional Experience

    Professional Experience

  64. Professional Experience

    | • | Senior Vice President, Chief Risk Officer from May 2019 to present, and Chief Audit Executive from 2016 to present, of Becton, Dickinson and Company, a $20 billion global medical technology company |

  65. Professional Experience

    | • | Various executive positions in the areas of finance, operations and business development of the National Basketball Association from 1998 to 2016, including Senior Vice President, Business Development and Global Operations of NBA Properties, Inc. from 2013 to 2016, Chief Financial Officer of NBA China from 2010 to 2013, and Interim Chief Executive Officer of NBA China from 2010 to 2011 |

  66. Professional Experience

    | • | Earlier in his career, Mr. Richard served as, among other positions, Regional Audit Director, U.S. Consumer Businesses at Citigroup Inc., District Manager, Financial Planning and Analysis at AT&T Corporation, and Senior Manager at Deloitte & Touche LLP |

  67. Education

    Education

  68. Education

    | • | M.B.A. in Finance from Columbia Business School |

  69. Education

    | • | B.S. in Accounting from Northeastern University |

  70. Relevant Skills

    Relevant Skills

  71. Relevant Skills

    | • | Medical Devices/Pharmaceutical Experience and Commercialization/Marketing Expertise – acquired through his senior management roles at Becton, Dickinson and Company and the National Basketball Association |

  72. Relevant Skills

    | • | Public Company Governance/Corporate Responsibility Expertise and M&A/Business Development Expertise – gained as Chief Risk Officer of Becton, Dickinson and Company and Senior Vice President, Business Development and Global Operations of NBA Properties; NACD Directorship Certified, having completed examination and continuing recertification requirements through the National Association of Corporate Directors (NACD) |

  73. Relevant Skills

    | • | Financial Oversight/Accounting Expertise and International/Global Business Experience – first gained through his education and further developed during his experience serving as Chief Risk Officer and Chief Audit Executive of Becton, Dickinson, Chief Financial Officer and interim Chief Executive Officer of NBA China, and Regional Audit Director, U.S. Consumer Businesses at Citigroup, as well as all prior professional positions and as the Chairman of the Committee on Governance, Risk and Compliance of Financial Executives International, an association of financial executives serving public and private companies |

  74. Relevant Skills

    | • | Mr. Richard also brings Human Capital Management Expertise to the Board |

  75. Relevant Skills

    | • | Mr. Richard is a Certified Public Accountant with an active license in the State of New Jersey |

  76. Relevant Skills

    | Susan L. N. Vogt | | | | Anika Board Service: • Director since October 2018 • Committees: • Audit (Financial Expert) • Governance and Nominating (Chair) | | INDEPENDENT | Age: 71 |

  77. Our Company

    | • | Significant Ratio of Incentives are Long-Term Focused to Foster Alignment with Our Stockholders – 2024 equity awards granted to the CEO and other NEOs were split approximately evenly between performance-based stock options in the form of premium-priced stock options with an exercise price set at 110% of fair market value on the grant date, and time-vesting restricted stock units. The Compensation Committee believes the structure of the long-term incentives balances retention, the motivation of long-term value creation, and the alignment of executive interests with those of our stockholders. |

  78. Our Company

    | • | Annual Bonuses for 2024 Performance Paid Out Below Target Reflecting Commitment to Pay for Performance – In approving the payout under the 2024 annual bonus program, the Compensation Committee assessed the performance results achieved in 2024, as described above, including various financial goals consisting of a total Company revenue target, a global sales target for the Company’s Regenerative Solutions business, and an adjusted EBITDA target. In addition, the Compensation Committee assessed management’s performance against various strategic goals consisting of the successful execution of the Company’s strategic realignment and divestitures resulting in cost reductions and an increased focus on the Company’s Regenerative Solutions business and EBITDA growth. The Compensation Committee determined an achievement level of 80% for the financial goals, which were weighted at 70% of the total, and an achievement level of 75% for the strategic goals, which were weighted at 30% of the total. Based on that determination, the Compensation Committee approved an overall corporate bonus payout of 78% of target for our NEOs, which it viewed to be aligned with financial and operational results achieved in 2024. Based on the corporate bonus achievement and individual performance results, final bonus payouts were 81% of target for Mr. Colleran, and 48% of target for Ms. Nunes. There was no adjustment for Dr. Blanchard and she received a bonus payout of 78% of her target. Mr. Griffin, who was appointed Executive Vice President, Chief Financial Officer and Treasurer in June 2024, received a total bonus payout of 100% under the terms of his employment offer letter. |

  79. Our Company

    | • | Replaced premium-priced stock options with a performance-based restricted stock unit program that (1) is tied to both strategic and stock-price based targets, (2) has threshold, target, and maximum achievement levels, and (3) has both annual and three-year cliff vesting components. |

  80. Our Company

    | • | For the CEO, increased the percentage of the performance-based long-term incentive grants from 50% to two-thirds of her total award. |

  81. Our Company

    | • | Structured the annual bonus plan to drive focus on achievement of our near-term goals, with specific financial and strategic metrics, and threshold, target, and maximum achievement levels. |

  82. Compensation Philosophy – Pay for Performance

    | • | Align each NEO’s compensation with the interests of long-term stockholders by tying a significant portion of total compensation opportunity to the value of our stock |

  83. Key Compensation Policies and Practices

    | Component | Form | Purpose | | Base salary | Fixed cash compensation | • Paid to our NEOs in recognition of the talents and the unique skills each possesses and which are required to drive our Company toward achievement of its goals and objectives. | | Discretionary annual cash bonus | Annual cash award based on the performance of our Company and the individual Overall cash bonus capped at 150% of the target payout | • Reward the achievement of financial results, organizational development, business and technical development, individual goals and contributions to building long-term stockholder value. • Based on our performance in 2024, the Compensation Committee determined that a corporate bonus payout of 78% of target appropriately reflected the results achieved by the management team. Details on individual adjustments for each NEO are summarized under “2024 Annual Cash Bonus Payouts” section below. | | Long-term equity incentive awards | Grants of equity awards, including restricted stock unit awards and stock options, under our equity plan Includes performance-based and time-vesting equity awards | • Align interests of our executive officers with those of our stockholders in terms of long-term value generation. • Provide executive officers with opportunity to be compensated based on meaningful and continued stock price appreciation over time. • Encourage employee retention through long-term value creation • 2024 awards for NEOs were split approximately evenly between performance-based stock options in the form of premium priced stock options priced at 110% of fair market value on the grant date, time-vesting phantom restricted stock units (except for Mr. Griffin, who received share-settled restricted stock units in connection with his hire in June 2024). |

  84. Key Compensation Policies and Practices

    | ☑ | Link a significant portion of NEO compensation to Company performance | | ☑ | Align a significant portion of NEO compensation with stockholders’ interests through long-term incentives, including historical grants of performance-based awards with exclusively multi-year performance metrics and grants in 2024 of performance-based awards in the form of premium-priced stock options with a 3-year vesting period | | ☑ | Structure our equity grants to NEOs to be at least 50% performance-based awards | | ☑ | Balance short-term and long-term incentives | | ☑ | Require NEOs to own significant amounts of stock through robust stock ownership guidelines | | ☑ | Include minimum vesting requirements for equity awards in our equity incentive plan, subject to certain exceptions | | ☑ | Incorporate double-trigger vesting upon a change in control for all equity awards to NEOs | | ☑ | Cap annual cash bonus payouts at 1.5x target | | ☑ | Utilize an independent compensation consultant annually to assist our assessment of our compensation program | | ☑ | Solicit say-on-pay votes annually |

  85. Key Compensation Policies and Practices

    | ⮾ | No automatic or guaranteed annual salary increases | | ⮾ | No guaranteed short-term or long-term incentive awards | | ⮾ | No repricing of stock options or SARs without stockholder approval | | ⮾ | No hedging/pledging of our stock per our Insider Trading Policy | | ⮾ | No “golden parachute” excise tax gross ups | | ⮾ | No granting of stock options or SARs with an exercise price less than fair market value on the grant date | | ⮾ | No pension or other special benefits | | ⮾ | No perquisites |

  86. Key Compensation Policies and Practices

    Primary Performance Factors In setting compensation for our NEOs, the Compensation Committee relies primarily on our overall financial performance and an assessment of each individual’s performance and contribution to the achievement of our goals. The Compensation Committee seeks to align the metrics it uses in evaluating our executive compensation with the metrics that we use to evaluate our performance more generally, including those metrics that we publicly disclose. Equity awards: Since 2021, we have used premium-priced stock options as a performance-based equity award to further align individual performance with our goals for growth and stockholder value appreciation. This practice was continued in 2024. Annual cash bonus awards: The Compensation Committee determines performance against specific corporate goals and objectives, including certain financial metrics, product development, share price performance, and individual performance metrics, including, but not limited to, completion of strategic projects/transactions and new product releases, in making decisions on annual cash bonus payments. Additionally, the Compensation Committee considers the recommendations of the Chief Executive Officer in its review with regard to other NEO performance (other than the Chief Executive Officer) and resulting compensation decisions. The Role of Compensation Consultant In addition to corporate and individual performance metrics, the Compensation Committee weighs other quantitative factors, such as general compensation trends, in making compensation decisions. In this regard, the Compensation Committee periodically reviews surveys of executive compensation and information concerning compensation in general and at similarly situated companies. For the 2024 compensation cycle, the Compensation Committee continued its engagement with Willis Towers Watson (“WTW”), who the Compensation Committee initially engaged in 2022 to provide executive compensation consulting services to the Compensation Committee, to assist the Compensation Committee in selecting an appropriate peer group for compensation comparisons, and to perform executive and director compensation reviews. The Compensation Committee assessed the independence of WTW under the applicable SEC and NASDAQ Listing Rules and concluded that the continued engagement of WTW did not raise any conflicts of interest and did not adversely affect WTW’s independence. In completing its analysis for 2024, the Compensation Committee reviewed competitive data compiled by WTW from a peer group comprised of 17 companies in related businesses at similar stages of development and of similar size in terms of revenue, market capitalization and employee population (see Determination of the Compensation Peer Group below). The Compensation Committee also reviewed market data from the Radford Global Life Sciences Survey covering public biopharmaceutical and medical device companies. Determination of the Compensation Peer Group With our compensation consultant’s assistance, the Compensation Committee reviews our peer group annually to ensure that the industry data we review is relevant to our current and near-term future activities and goals, and makes adjustments as necessary. We believe that the selections we made for our 2024 peer group were appropriate for our Company based on a combination of factors including industry, location, revenue, market capitalization, size, net income, and our Global Industrial Classification System (“GICS”) Code as a Biotechnology company. Given the structure, strategy, and product portfolio of the Company, the Compensation Committee determined it was appropriate to blend biotechnology companies with medical device companies, including those involved in contract development and manufacturing operations, in a ratio of approximately 2/3 to 1/3, as we did for 2023. The Compensation Committee adopted the following peer group in November 2023 for use in 2024 compensation decisions:

  87. Key Compensation Policies and Practices

    | Peer Group Companies | | | Biotechnology Companies | Medical Device Companies | | Avid Bioservices, Inc. | Artivion, Inc. | | Collegium Pharmaceutical, Inc. | Atrion Corporation | | Heron Therapeutics, Inc. | AxoGen, Inc. | | Karyopharm Therapeutics, Inc. | Bioventus Inc. | | MacroGenics, Inc. | Orthofix, Inc. | | MiMedx Group, Inc. | SurModics, Inc. | | Organogenesis Holdings Inc. | | | Rigel Pharmaceuticals, Inc. | | | Travere Therapeutics, Inc. | | | Vanda Pharmaceuticals, Inc. | | | Vericel Corporation | |

  88. 2024 Compensation Decisions

    | • | Discretionary annual cash bonus; and |

  89. 2024 Compensation Decisions

    | • | Equity-based long-term incentive awards, generally in the form of performance-based stock options and time-based phantom restricted stock units (except for Mr. Griffin, who received share-settled restricted stock units in connection with his hire in June 2024). |

  90. 2024 Annualized Base Salary

    Annual Cash Bonus The second principal component of compensation for our executive officers consists of cash bonuses, which are generally paid to our NEOs to motivate attainment of our near-term goals that are consistent with our long-term strategic plan. Each NEO has a target annual bonus amount established by the Compensation Committee at the beginning of each year that is expressed as a percentage of the NEO’s base salary. In 2024, with the exception of the target for Mr. Griffin, who joined the Company in June 2024, these targets were unchanged from the prior year’s targets for individuals in similar positions. The Compensation Committee establishes the target bonus amounts consistent with the compensation philosophy described above, including consideration of market practices, and to provide an appropriate balance between fixed (salary) and variable (bonus) cash compensation. The 2024 target bonus amounts for the NEOs were as follows:

  91. 2024 Annual Cash Bonus Targets

    2024 Annual Cash Bonus Targets

  92. 2024 Annual Cash Bonus Targets

    | Name | % of Salary | Amount at Target | | Cheryl R. Blanchard, Ph.D. | 85% | $637,500 | | Stephen D. Griffin | 60% | $300,000 | | David B. Colleran | 45% | $218,853 | | Anne M. Nunes | 45% | $204,930 | | Michael L. Levitz | 45% | $231,012 |

  93. 2024 Annual Cash Bonus Targets

    The Compensation Committee determines the bonus amounts awarded based upon the Company’s achievement of the annual goals and objectives as reviewed and approved by the Board of Directors each year, along with an assessment of both our business and individual NEO performance. The Compensation Committee considers factors such as our financial performance, our overall operational performance, and our contribution to increasing stockholder value to determine an appropriate level of achievement against corporate goals and associated baseline cash bonus compensation for our NEOs. Once the Compensation Committee has established this baseline, it considers the applicable individual performance with respect to individual goals and the individual’s contribution to the overall Company performance to determine each individual NEO’s cash bonus award. 2024 Annual Cash Bonus Payouts After the completion of the 2024 fiscal year, the Compensation Committee, with the assistance of our Chief Executive Officer, reviewed the performance of the Company, as well as the individual performance of each executive officer (the Committee reviewed the CEO’s own performance outside of the CEO’s presence). The accomplishments set forth above in the section titled “Our Fiscal Year 2024 Business Performance” were considered in this review. The Compensation Committee reviewed the Company’s performance against the corporate financial and strategic goals and objectives and determined an achievement factor for each, with higher achievement factors identified for the goals involving overall revenue from OA Pain Management and Regenerative Solutions, global Regenerative Solutions sales, the execution of the Company’s strategic realignment/cost reductions, and the divestiture of the Arthrosurface business. The Committee determined, however, lower achievement levels for certain other goals and objectives, particularly goals tied to EBITDA. The Committee determined an achievement level of 80% for the financial goals, which were weighted at 70% of the total, and an achievement level of 75% for the strategic goals, which were weighted at 30% of the total. As such, the Compensation Committee determined that a corporate bonus payout of 78% of target appropriately reflected the results achieved by the management team in 2024. Final bonus payouts for our NEOs were subject to adjustment based on individual performance achievement against individual goals, which included a range of financial, commercial, regulatory, operational, and other objectives tailored to each executive’s responsibilities, as well as contributions to overall Company performance. Overall, our NEOs made significant contributions to our business results and financial performance with demonstrated commitment and leadership, and took actions to restructure the Company to focus on our core HA-based products and create stockholder value in 2025 and beyond. The bonus targets based on annualized salary and final actual bonus amounts paid are presented in the table below.

  94. 2024 Cash Bonus Decisions

    2024 Cash Bonus Decisions

  95. 2024 Cash Bonus Decisions

    | Name | Bonus Target | % Achieved | Bonus Paid(1) | | Cheryl R. Blanchard, Ph.D. | $637,500 | 78% | $498,000 | | Stephen D. Griffin(2) | $300,000 | 100% | $300,000 | | David B. Colleran | $218,853 | 81% | $177,000 | | Anne M. Nunes | $204,930 | 48% | $98,000 | | Michael L. Levitz(3) | $231,012 | N/A | N/A |

  96. 2024 Cash Bonus Decisions

    | (1) Bonus payouts are rounded to the nearest 1,000. |

  97. 2024 Cash Bonus Decisions

    | (2) Mr. Griffin received 100% of his 2024 bonus eligibility per his offer letter as entered into with the Company in May 2024. |

  98. 2024 Cash Bonus Decisions

    | (3) Mr. Levitz resigned from his position as Executive Vice President, Chief Financial Officer and Treasurer in June 2024 and therefore was not eligible for a 2024 bonus payout. |

  99. 2024 Cash Bonus Decisions

    Long-Term Equity Incentive Program The third principal component of compensation for our executive officers consists of grants under our equity incentive plan, which are generally provided to our NEOs to align their goals and objectives with the interests of our stockholders, to motivate attainment of our long-term strategic vision, and for retention purposes. Under our equity incentive plan, NEOs may be granted stock options or other forms of equity awards, including restricted stock awards and units, performance-based equity awards, and stock appreciation rights. Equity awards typically are approved at regularly scheduled Compensation Committee meetings, generally during the first quarter of each year given the meeting’s proximity to the beginning of the performance period for performance-based awards. They are generally granted effective on the second full business day following our announcement of financial and business results for the completed prior fiscal year. The amount and form of equity-based grants each year are determined by the Compensation Committee with the assistance of our compensation consultant. The Compensation Committee uses the compensation philosophy described above, including its informed judgment, and takes into account our performance, competitive market practices, past and expected individual performance achievements, past and expected contributions to overall Company performance, and the need to attract and retain talented executives who can drive and implement our growth and operational excellence strategies in an extremely competitive environment. Over the last several years, the Compensation Committee has increasingly used performance-based equity awards to align the interests of our NEOs with those of our stockholders. In 2024, our Chief Executive Officer and other NEOs were granted equity awards, the value of which were split approximately evenly between performance-based stock options in the form of premium priced stock options priced at 110% of fair market value on the grant date, and time-vesting restricted stock units (“Phantom RSUs”). Due to limitations in the number of shares available for issuance under our 2017 Plan, the Phantom RSUs granted to our NEOs in 2024 (other than the RSUs Mr. Griffin received upon his commencement of employment with us), were structured to be settled upon vest in either cash or shares, in our discretion. If these awards are settled in cash, they are subject to an aggregate cap of three times the grant date value of the Phantom RSUs. The Phantom RSUs and the premium-priced stock options vest in three equal annual installments beginning one year from the grant date. These equity grants inherently drive individual and Company performance, while strongly aligning executive interests with stockholder interests by generating stockholder value through increased stock performance over time. For 2024, the Compensation Committee awarded the following mix of premium-priced stock options and Phantom RSUs:

  100. 2024 Cash Bonus Decisions

    | Name | Phantom RSUs ($ Value)(1) | Premium-Priced Stock Options ($ Value)(1) | | Cheryl R. Blanchard, Ph.D. | $1,899,924 | $1,900,076 | | Stephen D. Griffin(2) | $1,000,000 | $1,000,000 | | David B. Colleran | $487,500 | $487,500 | | Anne M. Nunes | $275,000 | $275,000 | | Michael L. Levitz | $537,500 | $537,500 |

  101. 2024 Cash Bonus Decisions

    | (1) The Compensation Committee made value-based annual equity awards to our NEOs in which 50% of the total award value was granted as Phantom RSUs and 50% of the total award was granted as performance-based awards in the form of premium-priced stock options. The Compensation Committee approved the awards on February 21, 2024, and the awards were granted with an effective date of March 15, 2024. The Company applied a 20-day trailing average stock price to the grant date fair value of the awards to determine the number of Phantom RSUs and premium-priced stock options granted on the grant date. As a result, the actual grant date fair value reported in the Summary Compensation Table below is different from the value of the award reported in this table. |

  102. 2024 Cash Bonus Decisions

    | (2) The awards granted to Mr. Griffin represent awards granted in connection with his hiring on June 3, 2024. |

  103. Other Compensation Matters

    Other Compensation Matters Employment and Executive Retention Agreements Effective at December 31, 2024 The Company has entered into an employment agreement with Dr. Blanchard (as described below under “Dr. Blanchard’s Employment Agreement”) and executive retention agreements with each of the other NEOs. While the NEOs remain employed at-will, these agreements are intended to provide market-level severance compensation to be competitive with our peer group of comparable companies and to promote retention. We believe that these agreements are fair to the executives and to our stockholders because they provide relatively modest severance in exchange for the restrictive covenants that help protect our Company. These restrictive covenants include standard non-competition, non-solicitation, non-disparagement, and confidentiality restrictions. The agreements are discussed in connection with the “Potential Payments Upon Termination or Change in Control” table below. Each agreement provides for severance benefits that may be triggered by an involuntary termination of employment by the Company without “cause” or by the executive for “good reason” (as defined in each agreement), or a qualifying termination. The level of severance benefits depends on whether the involuntary termination occurs during or outside of a change in control protected period that runs from three months before until 12 months after a change in control (as defined in each agreement). In addition, the agreements provide for full vesting of outstanding equity awards upon a qualifying termination occurring during the period from three months before until 12 months after a change in control for awards granted after January 29, 2019. Except as described in this paragraph, and for certain equity grants made to Dr. Blanchard upon her appointment as our President and Chief Executive Officer, none of the equity grants made to our NEOs provide for accelerated vesting upon termination of their employment by us without “cause” or by the executive for “good reason.” If “golden parachute” excise taxes would be triggered by payments due in connection with termination during a change in control protected period, the agreements provide for a cut-back in the payments to avoid the excise tax, if the cut-back would result in a greater after-tax benefit to the executive. The following summarizes the cash and health benefits (i.e., Company payment of premiums under our health plans) severance provided to the NEOs as of December 31, 2024:

  104. Other Compensation Matters

    | Trigger | Type of Severance | CEO | EVP, CFO & EVP, GC | SVP, COO | | Termination without cause or with good reason, not in connection with a change in control | Cash severance | 18 months’ salary | 12 months’ salary | 6 months’ salary | | | Health benefits | 18 months at active employee rates | 12 months at active employee rates | 6 months at active employee rates | | Termination without cause or with good reason, within 3 months before or 12 months after a change in control | Cash severance | 2x the sum of 12 months’ salary plus target bonus | 1.5x the sum of 12 months’ salary plus target bonus | 9 months’ salary plus target bonus | | | Health benefits | 18 months at active employee rates | 18 months at active employee rates | 9 months at active employee rates |

  105. Other Compensation Matters

    Dr. Blanchard’s Employment Agreement Dr. Blanchard was appointed our President and Chief Executive Officer effective April 26, 2020. In connection with her appointment, we and Dr. Blanchard entered into an employment agreement effective as of April 23, 2020 (“Agreement”). The Agreement has an initial term of April 26, 2020 through December 31, 2021, which automatically renews for successive 1-year periods unless either party elects nonrenewal in accordance with the Agreement. The Agreement provided for an initial annual base salary of $625,000 and a target annual bonus opportunity equal to 85% percent of annual base salary. In addition, the Agreement provided for the following initial equity awards: (i) a time-based restricted stock unit grant covering 73,726 shares, eligible to vest in equal annual installments over three years; (ii) a performance-based restricted stock unit grant covering 80,620 shares at target, eligible to vest up to 150% of the target shares on February 25, 2023; (iii) a time-based stock option grant covering 104,638 shares, eligible to vest in equal annual installments over three years; and (iv) a performance-based stock option grant covering 104,638 shares at target, eligible to vest up to 150% of the target shares based on our total stockholder return relative to a comparison group of companies set forth in the Agreement through December 31, 2022. In each case, vesting generally required Dr. Blanchard’s continued employment through the relevant vesting date. The Agreement provides for (i) reimbursement of reasonable business expenses, (ii) the payment of up to $10,000 in legal fees incurred by Dr. Blanchard in connection with the Agreement, (iii) participation in our benefit plans, and (iv) 30 paid vacation days per year. Under the Agreement, if Dr. Blanchard’s employment is terminated due to death, disability (as defined in the Agreement), by us without “cause” (as defined in the Agreement and including our nonrenewal of the term of the Agreement), or by Dr. Blanchard for “good reason” (as defined in the Agreement), Dr. Blanchard would become entitled to (i) 18 months of base salary, (ii) continued payment of Company premiums under our benefit plans for 18 months and (iii) if such termination is not due to disability and occurs prior to December 31, 2021, pro rata vesting of the time-based restricted stock unit grant and the time-based option grant described above. Notwithstanding the foregoing, if such a termination without cause or for good reason occurs within 3 months prior to or 12 months after a change in control (as defined in the Agreement), Dr. Blanchard would become entitled to (i) 2 times the sum of her base salary and her target annual bonus, (ii) continued payment of Company premiums under our benefit plans for 18 months and (iii) vesting of her equity awards. The performance-based restricted stock unit grant and each other award with a performance metric-based vesting condition (other than a total stockholder return-based vesting condition) would vest based on the greater of assumed target performance or actual performance measured through the date of termination. For the total stockholder return-based option grant (and any other award with a total stockholder return-based vesting condition), the applicable performance period would be shortened to end as of immediately prior to the change in control and performance would be measured at such time. Any such severance benefits under the Agreement are contingent on Dr. Blanchard entering into and not revoking a general release of claims in favor of our Company, our affiliates, and our service providers. Finally, the Agreement contains customary covenants related to non-competition and non-solicitation for 12 months following termination of employment, as well as customary covenants related to confidentiality, inventions and intellectual property rights. Mr. Levitz’s Separation Agreement In connection with the departure of Mr. Levitz from his position as Executive Vice President, Chief Financial Officer and Treasurer, we entered into a transitional services and separation agreement, dated May 2, 2024, (“Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr. Levitz remained employed by us and received his current salary and a one-time payment of $100,000 for the transitional services provided from June 3, 2024 through December 31, 2024. Mr. Levitz continues to be bound by the terms and conditions of the Confidentiality and Proprietary Rights agreement executed in connection with his employment with the Company. In consideration of the pay and benefits provided by the Separation Agreement, Mr. Levitz provided the Company, its affiliates and related parties with a general release of claims. Other Compensation The NEOs are eligible to participate in our health and welfare programs, 401(k) plan with Company matching, and other benefit programs on the same basis as other employees. This includes our Deferred Compensation Plan and Employee Stock Purchase Plan (“ESPP”), which stockholders approved at our 2021 Annual Meeting. Our ESPP provides the opportunity for all eligible U.S. based employees, including our NEOs, to purchase Company stock, further aligning management and stockholder interests. Deductibility of Executive Compensation and Accounting Considerations Section 162(m) of the Internal Revenue Code generally limits our annual corporate tax deduction for compensation paid to each of our “covered employees” to $1 million. “Covered employees” include anyone who served as chief executive officer or chief financial officer during any part of a year and the next three most highly compensated named executive officers for that year. In addition, once a person is considered a “covered employee,” that person remains a covered employee in all subsequent years (including after the person leaves our service or changes roles). The American Rescue Plan Act of 2021 updated Section 162(m) of the Internal Revenue Code, effective in 2026, to expand the number of “covered employees” subject to the $1 million deduction limit to include the next five highest compensated employees; however this new group of employees will not retain the perpetual “covered employee” status and will be determined annually. Consequently, we generally will not be entitled to a U.S. tax deduction for compensation paid in any year to our named executive officers and our other “covered employees” in excess of $1 million. While considering tax deductibility is only one of several considerations in determining compensation, we believe that the tax deduction limitation should not compromise our ability to structure compensation programs that provide benefits to us that outweigh the potential benefit of a tax deduction and, therefore, may approve compensation that is not deductible for tax purposes. We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 for our stock-based compensation awards, which requires us to measure the compensation expense for all share-based awards based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may realize no value from their awards.

  106. Executive and Director Compensation

    Executive and Director Compensation

  107. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation information with respect to our NEOs for the years ended December 31, 2024, 2023 and 2022, respectively.

  108. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Cheryl R. Blanchard, Ph.D. President and Chief Executive Officer | 2024 | 743,943 | 497,513 | 1,918,049 | 1,915,059 | 28,902 | 5,103,466 | | | 2023 | 726,000 | 583,160 | 1,614,708 | 1,509,736 | 26,196 | 4,459,800 | | | 2022 | 695,100 | 590,835 | 2,306,779 | 2,323,562 | 24,446 | 5,940,722 | | Stephen D. Griffin EVP, Chief Financial Officer and Treasurer | 2024 | 278,846(5) | 300,000(6) | 1,027,714 | 1,027,101 | 12,489 | 2,646,150 | | David B. Colleran EVP, General Counsel and Secretary | 2024 | 481,996 | 177,302 | 492,137 | 491,346 | 25,806 | 1,668,587 | | | 2023 | 469,900 | 202,194 | 441,189 | 412,475 | 24,756 | 1,550,514 | | | 2022 | 449,700 | 202,365 | 588,033 | 399,061 | 12,476 | 1,651,635 | | Anne M. Nunes SVP, Chief Operations Officer | 2024 | 451,254 | 98,366 | 277,601 | 277,166 | 27,246 | 1,131,633 | | | 2023 | 440,000 | 158,859 | 266,032 | 122,498 | 26,196 | 1,013,585 | | Michael L. Levitz(7) Former EVP, Chief Financial Officer and Treasurer | 2024 | 514,582 | 100,000(8) | 542,610 | 541,733 | 75,935(9) | 1,774,860 | | | 2023 | 496,000 | 213,380 | 474,262 | 443,420 | 24,756 | 1,651,818 | | | 2022 | 474,600 | 213,570 | 682,065 | 433,721 | 22,430 | 1,826,386 |

  109. Summary Compensation Table

    | (1) Salaries reported prior to 2024 reflect annual base salaries approved by the Board of Directors as annual merit increases were retroactive to January 1. Beginning in 2024, merit increases were effective as of April 1. Therefore, unless otherwise stated, salaries reported in 2024 reflect actual salaries earned. The 2023 base salary for Ms. Nunes represents her annual base salary upon her promotion to Senior Vice President, Chief Operations Officer on June 14, 2023. Prior to her promotion in June 2023, the annual base salary for Ms. Nunes was $401,200. |

  110. Summary Compensation Table

    | (2) Unless otherwise stated, the amounts in this column represent discretionary cash bonuses earned in the indicated year, but paid in the following year. The 2023 bonus for Ms. Nunes is prorated based upon her promotion in June 2023. See the section in the Compensation Discussion and Analysis titled “Annual Cash Bonus” for additional details regarding the cash bonuses earned for 2024. |

  111. Summary Compensation Table

    | (3) The amounts in this column reflect the grant date fair value computed with respect to the stock and option awards issued during the indicated year calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). See the information appearing in Note 14 to our consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2024 for certain assumptions made in the valuation of stock and option awards. With the exception of Mr. Griffin, whose awards were granted on June 3, 2024, in connection with the commencement of his employment, the Board granted equity awards on March 15, 2024, March 9, 2023, and March 11, 2022, respectively. Time-vesting awards granted in 2024, 2023, and 2022 vest ratably over 3 years beginning one year from the date of grant. See the section in the Compensation Discussion and Analysis titled “Equity-Based Grants” for additional details regarding the stock and option awards issued in 2024. The Company applies a 20-day trailing average stock price to the grant date fair value of the awards to determine the number of shares granted as RSUs and premium-priced stock options on the grant date. As a result, the actual grant date fair value reported in the Summary Compensation Table is different from the value of the award reported in the section of the Compensation Discussion and Analysis titled “Long-Term Equity Incentive Program,” which illustrates a minimum of 50% of the total award value to each of the NEOs being granted as a performance-based award in the form of premium-priced stock options. |

  112. Summary Compensation Table

    | (4) Unless otherwise noted, these amounts constitute matching contributions to our Employee Savings and Retirement Plan (401(k) Plan) and group term life insurance premiums. Matching contributions to the 401(k) Plan in the indicated year were $24,150 to each of Dr. Blanchard, Messrs. Levitz and Colleran, and Ms. Nunes, and $12,115 to Mr. Griffin. |

  113. Summary Compensation Table

    | (5) As noted elsewhere in this Proxy Statement, Mr. Griffin was hired as our Executive Vice President, Chief Financial Officer and Treasurer on June 3, 2024, and his 2024 base salary represents his prorated salary for 2024. |

  114. Summary Compensation Table

    | (6) This amount represents 100% of Mr. Griffin's bonus target in 2024, as agreed upon in the offer letter entered into between Mr. Griffin and the Company in May 2024. |

  115. Summary Compensation Table

    | (7) Mr. Levitz resigned his position as Executive Vice President, Chief Financial Officer and Treasurer effective June 3, 2024, and remained an employee of the Company in a transition services role through December 31, 2024. The 2024 data for Mr. Levitz represents his compensation for the entire year. |

  116. Summary Compensation Table

    | (8) Mr. Levitz was not eligible for the discretionary cash bonus for fiscal year 2024. This amount represents a one-time payment pursuant to the Transitional Services and Separation Agreement entered into between Mr. Levitz and the Company in May 2024. |

  117. Summary Compensation Table

    | (9) This amount includes $24,150 in matching contributions to the 401(k) Plan, $1,656 in Company paid group term life insurance premiums, and $50,129 for accrued vacation time pursuant to Mr. Levitz's separation from service on December 31, 2024. |

  118. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth each grant of equity awards under the equity incentive plan made to the NEOs during the year ended December 31, 2024. All such equity awards vest over a three-year period commencing on the first anniversary of the grant date.

  119. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | Approval Date | All other stock awards: Number of shares of stock or units (#)(1) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh)(2) | Grant date fair value of stock and option awards ($)(3)(4) | | Cheryl R. Blanchard, Ph.D. | March 15, 2024 | February 21, 2024 | 75,395 | | | 1,918,049 | | | March 15, 2024 | February 21, 2024 | | 182,699 | 27.98 | 1,915,059 | | Stephen D. Griffin(5) | June 3, 2024 | May 2, 2024 | 38,520 | | | 1,027,714 | | | June 3, 2024 | May 2, 2024 | | 96,525 | 29.35 | 1,027,101 | | David B. Colleran | March 15, 2024 | February 21, 2024 | 19,345 | | | 492,137 | | | March 15, 2024 | February 21, 2024 | | 46,875 | 27.98 | 491,346 | | Anne M. Nunes | March 15, 2024 | February 21, 2024 | 10,912 | | | 277,601 | | | March 15, 2024 | February 21, 2024 | | 26,442 | 27.98 | 277,166 | | Michael L. Levitz(6) | March 15, 2024 | February 21, 2024 | 21,329 | | | 542,610 | | | March 15, 2024 | February 21, 2024 | | 51,682 | 27.98 | 541,733 |

  120. Grants of Plan-Based Awards in 2024

    | (1) Except as otherwise noted, the awards granted in 2024 are Phantom RSUs, with the exception of the restricted stock units granted to Mr. Griffin in connection with his commencement of employment, which are share-settled. |

  121. Grants of Plan-Based Awards in 2024

    | (2) The option awards granted to our NEOs in 2024 are premium priced stock options with an exercise price or base price of each option award equal to 110% of the grant date closing stock price, as reported on the NASDAQ stock exchange. |

  122. Grants of Plan-Based Awards in 2024

    | (3) This column represents the full grant date fair value of stock options and restricted stock unit awards under ASC 718 granted to each of the NEOs in the fiscal year ended December 31, 2024. Generally, the full grant date fair value is the amount that we will expense in our financial statements over the award's vesting period. For time-vesting restricted stock units, fair value was calculated using the closing price of our common stock on the grant date. For stock options, the fair value was calculated using the Black-Scholes value on the grant date. See the information appearing in Note 14 to our consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2024 for certain assumptions made in the valuation of these awards. |

  123. Grants of Plan-Based Awards in 2024

    | (4) Except as otherwise noted, in 2024 the Company made value-based annual equity awards to our NEOs in which approximately 50% of the total award value was granted as Phantom RSUs and approximately 50% of the total award was granted as performance-based awards in the form of premium-priced stock options. The Company applies a 20-day trailing average stock price to the grant date fair value of the awards to determine the number of RSUs and premium-priced stock options granted on the grant date. Depending on the actual grant date fair value versus the 20-day trailing average as applied to the grant date fair value, the actual value of the award as noted in Footnote 3 above may result in the grant date fair value of the performance-based award being more or less than 50%. |

  124. Grants of Plan-Based Awards in 2024

    | (5) Represents awards granted in connection with the commencement of Mr. Griffin's employment as Executive Vice President, Chief Financial Officer and Treasurer on June 3, 2024. |

  125. Grants of Plan-Based Awards in 2024

    | (6) As noted elsewhere in this Proxy Statement, Mr. Levitz resigned from his role as Executive Vice President, Chief Financial Officer and Treasurer on June 3, 2024, and resigned from the Company effective December 31, 2024, on which date his awards were forfeited. |

  126. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table provides information on the holdings of outstanding stock options and unvested stock awards held by the current NEOs as of December 31, 2024.

  127. Outstanding Equity Awards at December 31, 2024

    | | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable(1) | Number of securities underlying unexercised options (#) unexercisable(1) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | | Cheryl R. Blanchard, Ph.D. | April 26, 2020 | 101,644 | | | 33.40 | 4/26/2030 | | | | | April 26, 2020 | 139,168(3) | | | 33.40 | 4/26/2030 | | | | | March 9, 2021 | 108,398 | | | 37.40(4) | 3/9/2031 | | | | | March 11, 2022 | 139,214 | 69,607 | | 28.14(4) | 3/11/2032 | 30,060 | 494,788 | | | March 9, 2023 | 43,666 | 87,332 | | 29.60(4) | 3/9/2033 | 40,003 | 658,449 | | | March 15, 2024 | | 182,699 | | 27.98(4) | 3/15/2034 | 75,395 | 1,241,002 | | Stephen D. Griffin | June 3, 2024 | | 96,525 | | 29.35(4) | 6/3/2034 | 38,520 | 634,039 | | David B. Colleran | March 4, 2020 | 35,000 | | | 43.06 | 3/4/2030 | | | | | March 9, 2021 | 27,681 | | | 37.40(4) | 3/9/2031 | | | | | March 11, 2022 | 23,909 | 11,955 | | 28.14(4) | 3/11/2032 | 7,663 | 126,133 | | | March 9, 2023 | 11,930 | 23,860 | | 29.60(4) | 3/9/2033 | 10,930 | 179,908 | | | March 15, 2024 | | 46,875 | | 27.98(4) | 3/15/2034 | 19,345 | 318,419 | | Anne M. Nunes | October 1, 2021 | 8,640 | | | 43.27 | 10/1/2031 | | | | | October 1, 2021 | 9,225 | | | 47.60(4) | 10/1/2031 | | | | | March 11, 2022 | 5,842 | 2,921 | | 28.14(4) | 3/11/2032 | 2,561 | 42,154 | | | March 9, 2023 | 3,543 | 7,086 | | 29.60(4) | 3/9/2033 | 6,591 | 108,488 | | | March 15, 2024 | | 26,442 | | 27.98(4) | 3/15/2034 | 10,912 | 179,612 | | Michael L. Levitz(5) | August 10, 2020 | 57,145 | | | 34.55 | 8/10/2030 | | | | | March 9, 2021 | 33,363 | | | 37.40(4) | 3/9/2031 | | | | | March 11, 2022 | 25,986 | | | 28.14(4) | 3/11/2032 | | | | | March 9, 2023 | 12,825 | | | 29.60(4) | 3/9/2033 | | |

  128. Outstanding Equity Awards at December 31, 2024

    | (1) Vesting of equity awards commences on the first anniversary of the grant date and continues on each subsequent grant date anniversary until the equity award is fully vested, except as otherwise noted below. Except as otherwise noted, equity awards are subject to a three-year vesting period, in each case subject to the holder's continued employment with us. The expiration date of each option award is ten years after its grant date. |

  129. Outstanding Equity Awards at December 31, 2024

    | (2) Based on the closing price of our common stock on the NASDAQ stock exchange on December 31, 2024 of $16.46 per share. |

  130. Outstanding Equity Awards at December 31, 2024

    | (3) This amount includes 139,168 performance-based stock options granted in 2020, which vested on December 31, 2022. The performance measurement date and vest date for this award was December 31, 2022. The Compensation Committee reviewed our Total Shareholder Return (as defined in the grant agreement) against the Comparison Group (as defined in the grant agreement), and determined and specified, at the Compensation Committee's sole discretion, that 133% of the shares granted at Target had been earned by Dr. Blanchard. See the sections in the Compensation Discussion and Analysis titled “Dr. Blanchard's Employment Agreement” for additional details regarding the option award. |

  131. Outstanding Equity Awards at December 31, 2024

    | (4) Represents an exercise price of 110% of the grant date closing stock price, as reported on the NASDAQ stock exchange. |

  132. Outstanding Equity Awards at December 31, 2024

    | (5) As noted elsewhere in this Proxy Statement, Mr. Levitz resigned from his role as Executive Vice President, Chief Financial Officer and Treasurer on June 3, 2024, and resigned from the Company effective December 31, 2024. All unvested awards were canceled as of his last date of employment. Vested options not exercised as of his last date of employment remained exercisable for a period of 90 days from his last date of employment. |

  133. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table provides information regarding options exercised and stock awards vested for the NEOs during the year ended December 31, 2024.

  134. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Cheryl R. Blanchard, Ph.D. | — | — | 64,480 | 1,650,203 | | Stephen D. Griffin | — | — | — | — | | David B. Colleran | — | — | 16,809 | 430,120 | | Anne M. Nunes | — | — | 8,347 | 210,264 | | Michael L. Levitz | — | — | 19,201 | 491,378 |

  135. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our President and Chief Executive Officer and our other NEOs have certain termination or change in control benefits described in the Compensation Discussion and Analysis sections captioned “Other Compensation Matters – Employment and Executive Retention Agreements” and “Other Compensation Matters – Dr. Blanchard’s Employment Agreement.” The following table provides estimates of the potential payments and other post-termination benefits these individuals would receive assuming a change in control occurred and/or their employment was terminated as of December 31, 2024:

  136. Potential Payments Upon Termination or Change in Control

    | Name(1) | | Termination without cause or for good reason | Termination upon change in control without cause or for good reason(2) | Termination due to death or disability | | Cheryl R. Blanchard, Ph.D. | Salary Continuation | $1,125,000 | $1,500,000 | $1,125,000 | | | Additional Cash Payment | $— | $1,275,000 | $— | | | Equity Awards Vesting | $— | $2,394,239 | $— | | | Health Care Benefits | $33,910 | $33,910 | $33,910 | | | | $1,158,910 | $5,203,149 | $1,158,910 | | Stephen D. Griffin | Salary Continuation | $500,000 | $750,000 | $— | | | Additional Cash Payment | $— | $450,000 | $— | | | Equity Awards Vesting | $— | $634,039 | $— | | | Health Care Benefits | $7,708 | $11,562 | $— | | | | $507,708 | $1,845,601 | $— | | David B. Colleran | Salary Continuation | $486,340 | $486,340 | $— | | | Additional Cash Payment | $— | $328,253 | $— | | | Equity Awards Vesting | $— | $624,459 | $— | | | Health Care Benefits | $19,749 | $29,623 | $— | | | | $506,089 | $1,468,675 | $— | | Anne M. Nunes | Salary Continuation | $227,700 | $341,550 | $— | | | Additional Cash Payment | $— | $204,930 | $— | | | Equity Awards Vesting | $— | $330,253 | $— | | | Health Care Benefits | $9,874 | $14,811 | $— | | | | $237,574 | $891,545 | $— |

  137. Potential Payments Upon Termination or Change in Control

    | (1) As noted elsewhere in this Proxy Statement, Mr. Levitz resigned from his role as Executive Vice President, Chief Financial Officer and Treasurer on June 3, 2024, and resigned from the Company effective December 31, 2024, and was therefore not eligible for potential payments upon change in control. Please see “Other Compensation Matters – Mr. Levitz’s Separation Agreement,” for additional information about Mr. Levitz’s separation from the Company. |

  138. Potential Payments Upon Termination or Change in Control

    | (2) Termination for the purposes of this column is limited to termination without cause or termination for good reason within a period of three months prior to or twelve months after a change in control. The indicated values for the accelerated vesting of equity awards reflect (i) in the case of RSUs, the number of shares underlying such RSUs that would vest on an accelerated basis multiplied by $16.46, the closing price for common stock as reported by NASDAQ on December 31, 2024, and (ii) in the case of stock options, the number of shares underlying the stock option awards that would vest on an accelerated basis, multiplied by the excess, if any, of the $16.46 closing price for our common stock as reported by NASDAQ on December 31, 2024, over the applicable exercise price for each option. This calculation assumes stock options with an exercise price higher than the closing price of our common stock on December 31, 2024 will not be exercised. |

  139. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by the Dodd-Frank Act and Item 402(v) of Regulation S-K, the Pay versus Performance disclosure that follows provides information about the relationship between Compensation Actually Paid (“CAP”), to our Principal Executive Officer (“PEO”), and Non-PEO NEOs and certain financial performance measures of the Company. See the Compensation Discussion and Analysis within this Proxy Statement for further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with Company performance.

  140. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO (Blanchard) (a) | Summary Compensation Table Total for Other PEO (Darling) (b) | Compensation Actually Paid to PEO (Blanchard) (a) | Compensation Actually Paid to Other PEO (Darling) (b) | Average Summary Compensation Table Total for non-PEO NEOs (c) | Average Compensation Actually Paid to non-PEO NEOs (c) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($mm) (d) | Revenue ($mm) (e) | | | | | | | | | Total Shareholder Return (e) | Peer Total Shareholder Return (e) | | | | 2024 | $5,103,466 | N/A | $2,531,827 | N/A | $1,805,308 | $850,008 | $32 | $114 | ($56) | $120 | | 2023 | $4,459,800 | N/A | $1,870,227 | N/A | $1,405,306 | $877,307 | $44 | $115 | ($83) | $167 | | 2022 | $5,940,722 | N/A | $3,599,763 | N/A | $1,739,011 | $1,406,419 | $57 | $111 | ($15) | $156 | | 2021 | $4,202,608 | N/A | $1,818,313 | N/A | $1,234,846 | $1,051,797 | $69 | $125 | $4 | $148 | | 2020 | $10,029,434 | $288,753 | $10,513,388 | ($7,088,313) | $1,411,154 | $772,039 | $87 | $126 | ($24) | $130 |

  141. Pay Versus Performance Disclosure

    | (a) Dr. Blanchard served as interim CEO for part of 2020 and was appointed President and CEO in April 2020. |

  142. Pay Versus Performance Disclosure

    | (b) Mr. Darling, CEO at the beginning of 2020, passed away unexpectedly in January 2020. All of Mr. Darling’s unvested equity was forfeited upon his death. |

  143. Pay Versus Performance Disclosure

    | (c) NEOs in 2024 include Messrs. Colleran, Griffin and Levitz and Ms. Nunes. Mr. Levitz resigned from his role as the Company’s EVP, CFO and Treasurer in June 2024, and separated from service with the Company on December 31, 2024. Mr. Griffin joined the Company as EVP, CFO and Treasurer in June 2024. NEOs in 2023 include Messrs. Levitz and Colleran and Ms. Nunes. NEOs in 2022 include Messrs. Levitz and Colleran. NEOs in 2021 include Messrs. Levitz, Colleran, Thomas Finnerty and James Loerop. Mr. Loerop, the Company’s EVP, Business Development and Strategic Planning, resigned in January 2022. Mr. Finnerty, the Company’s EVP, Human Resources, retired in March 2022. NEOs in 2020 include Messrs. Levitz, Colleran, Finnerty, Loerop and Sylvia Cheung. Ms. Cheung, the Company’s CFO, resigned in August 2020. Mr. Colleran joined the Company as EVP, General Counsel and Secretary in March 2020, and Mr. Levitz joined Company as EVP, CFO and Treasurer in August 2020. Ms. Nunes joined the Company in September 2021 and was named SVP, Chief Operations Officer in June 2023. |

  144. Pay Versus Performance Disclosure

    | (d) Shareholder return is based on $100 investment at the beginning of 2020. Peer shareholder return is based on the NASDAQ Biotechnology Index. |

  145. Pay Versus Performance Disclosure

    | (e) Net Income and Revenue are as reported in the Company’s Annual Report on Form 10-K. Revenue for the years ended December 31, 2024, 2023 and 2022 include revenue from continuing operations and excludes revenue from discontinued operations relating to the sale of the Company’s subsidiary, Arthrosurface Incorporated, in October 2024, and the planned divestiture of the Company’s subsidiary, Parcus Medical, LLC (which was completed in Q1 2025). More information regarding revenue from discontinued operations is listed in Note 3 of Notes to Consolidated Financial Statements in the company's Annual Report on Form 10-K for the year ended December 31, 2024. |

  146. Pay Versus Performance Disclosure

    The following table sets forth a reconciliation from the summary compensation table (SCT) to compensation actually paid (CAP) to our PEO and to our average non-PEO NEO each year.

  147. Pay Versus Performance Disclosure

    | | PEO (Blanchard) | | | | | PEO (Darling) | (Average NEO) | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total Compensation | $5,103,466 | $4,459,800 | $5,940,722 | $4,202,608 | $10,029,434 | $288,753 | $1,805,308 | $1,405,306 | $1,739,011 | $1,234,846 | $1,411,154 | | SUBTRACT Grant Fair Value of Equity Awards Made During Current Year(a) | ($3,833,108) | ($3,124,444) | ($4,630,341) | ($2,942,637) | ($8,994,889) | $0 | ($1,169,352) | ($719,959) | ($1,051,440) | ($658,333) | ($962,952) | | ADD Year End Fair Value of Equity Awards Made During Current Year(b) | $2,096,033 | $2,457,454 | $5,294,178 | $3,254,974 | $9,337,528 | $0 | $482,698 | $568,766 | $1,205,238 | $728,209 | $668,806 | | ADD Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards(c) | ($1,148,160) | ($1,421,814) | ($1,016,462) | ($2,470,476) | $0 | $0 | ($95,541) | ($252,244) | ($274,828) | ($189,171) | ($64,142) | | ADD Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Current Year(d) | $313,596 | ($500,768) | ($1,988,334) | ($226,155) | $0 | ($18,351) | $44,901 | ($124,563) | ($211,562) | ($63,754) | ($83,186) | | ADD Fair Value at Vesting of Equity Awards Made During Year That Also Vested During Year(e) | $0 | $0 | $0 | $0 | $141,315 | $0 | $0 | $0 | $0 | $0 | $0 | | SUBTRACT Fair Value at the End of the Prior Year of Equity Awards that Were Forfeited During Year(f) | $0 | $0 | $0 | $0 | $0 | ($7,358,716) | ($218,005) | $0 | $0 | $0 | ($197,641) | | Total Adjustments Related to Equity Awards | ($2,571,639) | ($2,589,573) | ($2,340,959) | ($2,384,295) | $483,954 | ($7,377,066) | ($955,299) | ($527,999) | ($332,592) | ($183,048) | ($639,115) | | Compensation Actually Paid Total | $2,531,827 | $1,870,227 | $3,599,763 | $1,818,313 | $10,513,388 | ($7,088,313) | $850,008 | $877,307 | $1,406,419 | $1,051,797 | $772,039 |

  148. Pay Versus Performance Disclosure

    | (a) Represents the grant date fair value of equity-based awards made during the fiscal year. |

  149. Pay Versus Performance Disclosure

    | (b) Represents the year-end fair value of equity awards that were made during the fiscal year. |

  150. Pay Versus Performance Disclosure

    | (c) Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end. |

  151. Pay Versus Performance Disclosure

    | (d) Represents the change in fair value since prior year-end of equity-based awards granted in prior fiscal years that vested during the current fiscal year. |

  152. Pay Versus Performance Disclosure

    | (e) Represents the fair value on the vesting date of equity-based awards that vested in the same year as granted. In 2020, Dr. Blanchard received a grant of RSUs for her service as interim Chief Executive Officer between February and April 2020, which RSUs fully vested upon her permanent appointment as President and CEO in April 2020. |

  153. Pay Versus Performance Disclosure

    | (f) Represents the prior year-end fair value of equity awards that were forfeited by other PEOs who terminated during the year. Mr. Darling passed away unexpectedly in early 2020, and unvested equity awards were forfeited upon his death. Ms. Cheung resigned in August 2020 and all unvested equity awards were forfeited upon her resignation. Mr. Levitz resigned his position as Executive Vice President, Chief Financial Officer and Treasurer in June 2024, and separated from service with the Company as of December 31, 2024, at which time all of his unvested equity awards were forfeited. |

  154. Pay Versus Performance Disclosure

    The table below summarizes the option fair values and related assumptions used to calculate NEO CAP for fiscal year 2024.

  155. Pay Versus Performance Disclosure

    | Valuation Purpose for PVP | ANIK Stock Price | ANIK Option Exercise Price | Expected Term (years) | Stock Price Volatility | Risk-Free Rate | Dividend Yield | Option Fair Value | | Year-end 2023 | $22.66 | $28.14 – $47.60 | 3.31 – 4.66 | 48.20% | 3.87% – 3.98% | 0% | $5.08 – $8.38 | | 2024 Vesting | $24.27 – $25.79 | $28.14 – $47.60 | 2.82 – 4.08 | 41.50% – 46.90% | 3.52% – 4.30% | 0% | $3.37 – $9.36 | | Year-end 2024 | $16.46 | $27.98 – $29.60 | 3.41 – 5.73 | 42.00% | 4.29% – 4.42% | 0% | $2.92 – $4.72 |

  156. Pay Versus Performance Disclosure

    The following table sets forth what we consider to be the most important financial performance measures in how CAP was linked to Company performance during 2024.

  157. COMPARISON OF COMPENSATION ACTUALLY PAID TO PERFORMANCE

    COMPARISON OF COMPENSATION ACTUALLY PAID TO PERFORMANCE Because Mr. Darling only served as CEO for one month during 2020, the graphs below only reflect Dr. Blanchard as President and CEO for the 2020-2024 period. The chart below shows CAP for each year along with investment values based on total shareholder return for both the Company and the NASDAQ Biotechnology Index. The chart below shows CAP for each year along with Company net income for each year. The chart below shows CAP for each year along with Company revenues for each year. Net Income and Revenue are as reported in the Company’s Annual Report on Form 10-K. Revenue for the years ended December 31, 2024, 2023 and 2022 include revenue from continuing operations and excludes revenue from discontinued operations relating to the sale of the Company’s subsidiary, Arthrosurface Incorporated, in October 2024, and the planned divestiture of the Company’s subsidiary, Parcus Medical, LLC (which was completed in Q1 2025). More information regarding revenue from discontinued operations is listed in Note 3 of Notes to Consolidated Financial Statements in the company's Annual Report on Form 10-K for the year ended December 31, 2024.

  158. CEO Pay Ratio

    CEO Pay Ratio As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Dr. Blanchard, our year-end Chief Executive Officer (“CEO”). For 2024, our last completed fiscal year:

  159. CEO Pay Ratio

    | • | The median of the annual total compensation of all our employees (other than our CEO) was $99,333; and |

  160. CEO Pay Ratio

    | • | The annual total compensation of our CEO, for the purposes of this disclosure, was $5,103,466. |

  161. CEO Pay Ratio

    Based on this information, for 2024 the ratio of the annual total compensation of Dr. Blanchard, our year-end Chief Executive Officer, to the median of the annual total compensation of all our employees was 51 to 1. We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO.

  162. CEO Pay Ratio

    | 1. | We determined that, as of December 31, 2024, our employee population consisted of 287 individuals. This population consisted of our full-time employees employed with us as of the determination date, excluding our CEO. We then excluded one individual in each of two countries (South Africa and Sweden), resulting in a remaining employee population of 285 individuals. |

  163. CEO Pay Ratio

    | 2. | To identify the “median employee” from our employee population, we aggregated for each applicable employee, other than our CEO, (a) annual base salary (or hourly rate multiplied by estimated work schedule, for hourly employees), (b) the bonus amount earned for 2024, which was paid out in early 2025, and (c) the grant date fair value of equity granted in 2024. |

  164. CEO Pay Ratio

    | 3. | Once aggregated, we conducted statistical sampling and gathered additional Summary Compensation Table pay elements for a narrow group of employees who were paid within a narrow range around our median consistently applied compensation measure. From this group, we selected an employee who was reasonably representative of the median of our global employee population. |

  165. CEO Pay Ratio

    | 4 | For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $99,333. |

  166. CEO Pay Ratio

    The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  167. Director Compensation

    Director Compensation The Board maintains a Director Compensation Policy and the Compensation Committee undertakes an annual review of the Director Compensation Policy with input from the Company’s compensation consultant with regard to general compensation trends for director compensation. Each non-employee director receives cash retainers and is eligible for an initial or annual equity award grant, as applicable, with a value and vesting provisions as stated in the Director Compensation Policy. Cash Compensation For 2024, the cash compensation of our non-employee directors was not changed from the prior year. Each of our non-employee directors was entitled to annual retainers per the following schedule, with such amounts to be prorated based on the actual number of days served if a director’s service to us commenced after January 1, 2024 or ended prior to the end of 2024:

  168. Director Compensation

    | Compensation Element | 2024 Cash Compensation | | Board of Directors | | | Board Chair Retainer | $87,500 | | Other Directors Retainer | $50,000 | | Audit Committee | | | Committee Chair Retainer | $20,000 | | Other Committee Members Retainer | $10,000 | | Capital Allocation Committee | | | Committee Chair Retainer | $10,000 | | Other Committee Members Retainer | $5,000 | | Compensation Committee | | | Committee Chair Retainer | $15,000 | | Other Committee Members Retainer | $7,500 | | Governance and Nominating Committee | | | Committee Chair Retainer | $10,000 | | Other Committee Members Retainer | $5,000 |

  169. Director Compensation

    Equity Compensation The Board of Directors approved an annual grant of 5,771 restricted stock units to each non-employee director, valued at $149,988 under the 2017 Plan, based on the fair market value of our common stock on July 9, 2024, the date of grant for our then-current directors. This was a decrease from the annual grant made in the prior year as the Board voted to revise the Director Compensation Policy to reduce the annual equity compensation for each non-employee director from $175,000 to $150,000. These restricted stock units granted to each then-current non-employee director in 2024 vest in one installment on the earlier of the date that is immediately prior to the 2025 Annual Meeting or one year from the date of grant. Total Compensation The following table summarizes the compensation earned by non-employee directors in 2024.

  170. Director Compensation

    | Name | Fees earned in cash ($) | Stock awards ($)(1) (2) | Total ($) | | Joseph H. Capper | 34,512 | 162,475 | 196,987 | | Sheryl L. Conley | 71,641 | 149,988 | 221,629 | | Gary P. Fischetti | 65,250 | 149,988 | 215,238 | | John B. Henneman, III | 102,654 | 149,988 | 252,642 | | William R. Jellison | 35,893 | 162,475 | 198,368 | | Glenn R. Larsen, Ph.D. | 62,500 | 149,988 | 212,488 | | Stephen O. Richard | 77,637 | 149,988 | 227,625 | | Jeffery S. Thompson(3) | 34,149 | — | 34,149 | | Susan L. N. Vogt | 74,000 | 149,988 | 223,988 |

  171. Director Compensation

    | (1) Except as otherwise noted, an amount of 5,771 restricted stock units was awarded per director on July 9, 2024, based on the closing price of $25.99 per share, which vests on the earlier of the 2025 Annual Meeting or the one year anniversary of the grant date. The amounts in this column reflect the grant date fair value computed with respect to the restricted stock units granted during 2024 in accordance with ASC 718. See the information appearing in Note 14 to our consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2024 for certain assumptions made in the valuation of these restricted stock unit awards. |

  172. Director Compensation

    | (2) The aggregate number of shares outstanding underlying stock awards for each director as of December 31, 2024 were: 5,771 for each of Mses. Conley and Vogt and Messrs. Capper, Fischetti, Henneman, Jellison, Larsen, and Richard. Messrs. Capper and Jellison each also received awards of 468 shares on June 3, 2024, in connection with their respective appointments to the Board in May 2024, based on a grant date closing price of $26.68, which vest in full on the earlier of the 2024 Annual Meeting or June 3, 2025. No director held outstanding option awards as of December 31, 2024. |

  173. Director Compensation

    | (3) Represents fees earned through the retirement of Mr. Thompson from the Board effective as of the 2024 Annual Meeting. |