DEF 14A of Anika Therapeutics, Inc.
Filed Apr 28, 2026 · FY20250001140361-26-017488
Executive Summary
Executive Summary Our Fiscal Year 2025 Business Performance Our 2025 key accomplishments included:
Executive Summary
| • | Generated total revenue of $112.8 million for the year, reflecting continued demand for our OA Pain Management portfolio and Commercial Channel growth |
Executive Summary
| • | Delivered $11.2 million of operating cash flow and $4.4 million of free cash flow, demonstrating improved operational discipline and working capital management |
Executive Summary
| • | Drove continued commercial momentum in our OA Pain Management franchise, supported by global performance of Monovisc, Orthovisc, and Cingal |
Executive Summary
| • | Expanded adoption of the Integrity Implant System, strengthening our position in regenerative solutions and soft tissue repair |
Executive Summary
| • | Maintained a focused cost structure aligned with our streamlined operating model following the divestitures of the Arthrosurface and Parcus Medical businesses |
Executive Summary
| • | Continued engagement with the FDA regarding the process to obtain regulatory approval of Hyalofast and Cingal in the United States while maintaining disciplined pipeline prioritization |
Executive Summary
For other business and financial highlights, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Executive Summary
| Proposal 1: Election of Three Class III Directors |
Executive Summary
Gary P. Fischetti, John B. Henneman, III, and Stephen D. Griffin serve as Class III Directors, with terms of office expiring at this year’s Annual Meeting. Mr. Fischetti, Mr. Henneman, and Mr. Griffin are the Board of Director’s nominees for election to the Board of Directors (“Board”) at the Annual Meeting. Each Class III Director will be elected to hold office until the 2029 Annual Meeting and until their successors are duly elected and qualified.
Executive Summary
| Director Nominees | Occupation | Experience / Qualifications | Independent | Board Roles | | Gary P. Fischetti Age: 65 Director Since: 2023 | Former Senior Executive, including Company Group Chairman, at Johnson & Johnson | • Executive Leadership • Industry Experience • Commercialization/ Marketing • International/Global Business Experience | Yes | Member of Compensation Committee | | John B. Henneman, III Age: 64 Director Since: 2020 | Former Senior Executive, including Chief Financial Officer, at Integra LifeSciences Holdings Corp. and Former Executive Vice President and Chief Financial Officer at NewLink Genetics Corporation | • Executive Leadership • Industry Experience • Financing/Accounting Expertise • Mergers and Acquisitions | Yes | Lead Independent Director Member of Governance and Nominating Committee | | Stephen D. Griffin Age: 40 Director Since: 2026 | President and Chief Executive Officer of Anika Therapeutics, Inc. | • Executive Leadership • Financial Oversight/ Accounting Expertise • M&A/Business Development Expertise • Manufacturing Expertise | No | None |
Executive Summary
| Board Recommendation: | The Board of Directors recommends a vote “FOR” the election of each of Mr. Fischetti, Mr. Henneman, and Mr. Griffin. | | Vote Required for Approval: | Affirmative vote of a majority in voting power 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.” |
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.
Information Regarding Directors
| Director Name | Age | Director Since | Term Expires | | Class I Directors | | | | | Sheryl L. Conley | 65 | 2021 | 2027 | | William R. Jellison* | 68 | 2024 | 2027 | | Stephen O. Richard | 63 | 2020 | 2027 | | Class II Directors | | | | | Cheryl R. Blanchard, Ph.D. | 61 | 2018 | 2028 | | Joseph H. Capper | 62 | 2024 | 2028 | | Glenn R. Larsen, Ph.D.* | 72 | 2015 | 2028 | | Class III Directors | | | | | Gary P. Fischetti | 65 | 2023 | 2026 | | John B. Henneman, III | 64 | 2020 | 2026 | | Stephen D. Griffin | 40 | 2026 | 2026 |
Information Regarding Directors
| * Mr. Jellison and Dr. Larsen have tendered their respective resignations from the Board effective as of the Annual Meeting. |
Information Regarding Directors
| Cheryl R. Blanchard, Ph.D. | | | | Anika Board Service: • Director since August 2018 | | EXECUTIVE CHAIR OF THE BOARD | Age: 61 |
Education
Education
Education
| • | Ph.D. and M.S. in Materials Science and Engineering from the University of Texas-Austin |
Education
| • | B.S. in Ceramic Engineering from Alfred University |
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 |
Education
| • | Public Company Governance/Corporate Responsibility Expertise – obtained through her experience serving on boards of directors, including publicly held medical technology and biopharmaceutical companies |
Education
| • | Dr. Blanchard also brings Human Capital Management Expertise to the Board |
Education
| Joseph H. Capper | | | | Anika Board Service: • Director since May 2024 • Committees: • Compensation | | INDEPENDENT | Age: 62 |
Relevant Skills
Relevant Skills
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 |
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 |
Relevant Skills
| Sheryl L. Conley | | | | Anika Board Service: • Director since October 2021 • Committees: • Audit • Compensation (Chair) | | INDEPENDENT | Age: 65 |
Relevant Skills
Relevant Skills
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 |
Relevant Skills
| • | Manufacturing Expertise – developed while at Zimmer, where she held roles with responsibility for oversight of business divisions that included manufacturing segments |
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 |
Relevant Skills
| • | Ms. Conley also brings Human Capital Management Expertise to the Board through her multiple and globally expansive executive leadership roles |
Relevant Skills
| Gary P. Fischetti | | | | Anika Board Service: • Director since April 2023 • Committees: • Compensation | | INDEPENDENT | Age: 65 |
Professional Experience
Professional Experience
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 |
Recent Public Company Board Service
Recent Public Company Board Service
Recent 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 |
Education
Education
Education
| • | M.B.A. from Rutgers University |
Education
| • | B.S.B.A. in Finance from Villanova University |
Relevant Skills
Relevant Skills
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 |
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) |
Relevant Skills
| Stephen D. Griffin | | | | Anika Board Service: • Director since February 2026 | | PRESIDENT and CHIEF EXECUTIVE OFFICER | Age: 40 |
Professional Experience
Professional Experience
Professional Experience
| • | President and Chief Executive Officer of Anika since February 2026, Executive Vice President, Chief Financial Officer, and Chief Operating Officer from April 2025 to February 2026, Executive Vice President, Chief Financial Officer, and Treasurer from joining the company in June 2024 until April 2025 |
Professional Experience
| • | Senior Vice President and Chief Financial Officer at VSE Corporation |
Professional Experience
| • | Various offices of increasing responsibility for over a decade at General Electric including Corporate Audit, Financial Planning and Analysis, and Divisional CFO roles |
Education
Education
Education
| • | B.S. in Finance and Accounting from Boston College |
Education
| • | M.B.A. with high distinction from the University of Michigan. |
Relevant Skills
Relevant Skills
Relevant Skills
| • | Financial Oversight/Accounting Expertise and International/Global Business Experience |
Relevant Skills
| • | Medical Devices/Pharmaceutical Experience, M&A/Business Development Expertise, Manufacturing Experience, and International/Global Business Experience – acquired over his career in positions of leadership at multiple companies |
Relevant Skills
| • | Mr. Griffin also brings Human Capital Management Expertise to the Board |
Relevant Skills
| John B. Henneman, III | | | | Anika Board Service: • Director since September 2020 • Committees: • Governance and Nominating | | LEAD INDEPENDENT DIRECTOR | Age: 64 |
Education
Education
Education
| • | J.D. from University of Michigan Law School |
Education
| • | A.B. in Politics from Princeton University |
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 |
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 |
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 |
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 |
Education
| • | Mr. Henneman also brings International/Global Business Experience to the Board |
Education
| William R. Jellison | | | | Anika Board Service: • Director since May 2024 • Committees: • Audit • Resigned from the Board effective as of the Annual Meeting | | INDEPENDENT | Age: 68 |
Education
Education
Education
| • | B.A. in Business Administration from Hope College |
Education
| • | 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 |
Education
| • | Public Company Governance/Corporate Responsibility Expertise – obtained through his experience serving on boards of directors |
Education
| Glenn R. Larsen, Ph.D. | | | | Anika Board Service: • Director since February 2015 • Committees: • Compensation • Governance and Nominating • Resigned from the Board effective as of the Annual Meeting | | INDEPENDENT | Age: 72 |
Relevant Skills
Relevant Skills
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 |
Relevant Skills
| • | Public Company Governance/Corporate Responsibility – obtained through his service on the Company’s board |
Relevant Skills
| • | Dr. Larsen also brings Manufacturing, Financial Oversight/Accounting and Human Capital Management Expertise to the Board |
Relevant Skills
| Stephen O. Richard | | | | Anika Board Service: • Director since September 2020 • Committees: • Audit (Chair) (Financial Expert) | | INDEPENDENT | Age: 63 |
Professional Experience
Professional Experience
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 |
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 |
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 |
Education
Education
Education
| • | M.B.A. in Finance from Columbia Business School |
Education
| • | B.S. in Accounting from Northeastern University |
Relevant Skills
Relevant Skills
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 |
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) |
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 |
Relevant Skills
| • | Mr. Richard also brings Human Capital Management Expertise to the Board |
Relevant Skills
| • | Mr. Richard is a Certified Public Accountant with an active license in the State of New Jersey |
Executive Summary
| • | Significant Ratio of Incentives are Long-Term Focused to Foster Alignment with Our Stockholders – 2025 equity awards granted to the CEO were split two-thirds performance-based restricted stock units and one-third time-vesting restricted stock units. 2025 equity awards granted to Mr. Griffin and Mr. Colleran were split approximately evenly between performance-based restricted stock units and time-vesting restricted stock units. 2025 equity awards granted to Mr. McLeod and Ms. Nunes were split 35% performance-based restricted stock units and 65% 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. |
Executive Summary
| • | Annual Bonuses for 2025 Performance Paid Out at Target Reflecting Commitment to Pay for Performance – In approving the payout under the 2025 annual bonus program, the Compensation Committee assessed the performance results achieved in 2025, as described above, including various financial goals consisting of (1) total Company revenue targets for both its OEM Channel and its Commercial Channel, (2) a revenue target for sales of its Integrity Implant System, and (3) an adjusted EBITDA target. Each of the financial goals included minimum threshold, target, and maximum achievement levels. In addition, the Compensation Committee assessed management’s performance against various strategic goals consisting of (4) the submission of the Premarket Approval (“PMA”) to the U.S. Food and Drug Administration (“FDA”) for Hyalofast, (5) the completion of the divestiture of the Company’s Parcus Medical business resulting in cost reductions and an increased focus on the Company’s Regenerative Solutions business, and (6) the successful launch of additional shapes and sizes of the Integrity Implant System. The financial goals were weighted to balance the near-term objectives of increased growth and profitability. The outperformance of growth in the Commercial Channel and adoption of the Integrity Implant System helped to offset the underperformance for profitability as is described in more detail below. After weighing both the outperformance and the underperformance against each goal, the Compensation Committee determined an achievement level of 100% for the financial goals, which were weighted at 70% of the total annual bonus, and an achievement level of 100% for the strategic goals, which were weighted at 30% of the total annual bonus, and approved an overall corporate bonus payout of 100% of target for our NEOs, which it viewed to be aligned with financial and operational results achieved in 2025. |
Executive Summary
| • | Utilized a performance-based restricted stock unit program that (1) is tied to both strategic and increased stock-price based targets, (2) has threshold, target, and maximum achievement levels, and (3) has both annual and three-year cliff vesting components. |
Executive Summary
| • | For the CEO, increased the percentage of the performance-based long-term incentive grants from one-half to two-thirds of her total award. |
Executive Summary
| • | 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. The financial and operational goals that were selected corresponded with the near-term priorities within the control of senior management to deliver shareholder value and balanced the opportunity to grow in both new and existing markets with the profitability goals for the Company for the year. |
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 |
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. | | Annual cash bonus program | Annual cash award based on the performance of our Company and the individual Overall cash bonus capped at 150% of the target payout | • Drive achievement of our near-term goals, with specific focus on financial and strategic metrics, including financial results, organizational development, business and technical development, individual goals and contributions to building long-term stockholder value, and containing threshold, target, and maximum achievement levels. | | 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 |
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 utilizing grants in 2025 of performance-based awards in the form of performance-based restricted stock units with a 3-year vesting period | | ☑ | 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 |
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 |
Key Compensation Policies and Practices
| Peer Group Companies | | | Biotechnology Companies | Medical Device Companies | | Akebia Therapeutics, Inc. | Artivion, Inc. | | Avid Bioservices, Inc. | Atrion Corporation | | Collegium Pharmaceutical, Inc. | AxoGen, Inc. | | Heron Therapeutics, Inc. | Bioventus Inc. | | Karyopharm Therapeutics, Inc. | SurModics, Inc. | | MacroGenics, Inc. | | | MiMedx Group, Inc. | | | Organogenesis Holdings Inc. | | | Rigel Pharmaceuticals, Inc. | | | Travere Therapeutics, Inc. | | | Vanda Pharmaceuticals, Inc. | | | Vericel Corporation | |
2025 Compensation Decisions
| • | Discretionary annual cash bonus; and |
2025 Compensation Decisions
| • | Equity-based long-term incentive awards, generally in the form of performance-based phantom restricted stock units and time-based phantom restricted stock units. |
2025 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 2025, 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 2025 target bonus amounts for the NEOs were as follows:
2025 Annual Cash Bonus Targets
2025 Annual Cash Bonus Targets
2025 Annual Cash Bonus Targets
| Name | % of Salary | Amount at Target | | Cheryl R. Blanchard, Ph.D. | 85% | $638,000 | | Stephen D. Griffin | 60% | $300,000 | | David B. Colleran | 45% | $219,000 | | Anne M. Nunes(1) | 45% | $204,930 | | Ian W. McLeod | 35% | $121,987 |
2025 Annual Cash Bonus Targets
| (1) Ms. Nunes separated from service with the Company on May 1, 2025. |
2025 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. 2025 Annual Cash Bonus Payouts After the completion of the 2025 fiscal year, the Compensation Committee, with the assistance of our then Chief Executive Officer and our then Chief Financial Officer, reviewed the performance of the Company, as well as the individual performance of each executive officer (the Committee reviewed the CEO’s and CFO’s own performance outside of their presence). The accomplishments set forth above in the section titled “Our Fiscal Year 2025 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. Each of the financial goals included minimum threshold, target, and maximum achievement levels. With respect to the financial goals, the Compensation Committee determined that the Company achieved the following:
2025 Annual Cash Bonus Targets
| • | Revenue: OEM Channel – between Threshold and Target resulting in 87% achievement of the individual metric |
2025 Annual Cash Bonus Targets
| • | Revenue: Commercial Channel – between Target and Maximum resulting in 111% achievement of the individual metric |
2025 Annual Cash Bonus Targets
| • | Revenue: Integrity Implant System – between Target and Maximum resulting in 197% achievement of the individual metric |
2025 Annual Cash Bonus Targets
| • | Adjusted EBITDA – did not achieve Threshold resulting in 0% achievement of the individual metric |
2025 Annual Cash Bonus Targets
With respect to the strategic goals, the Compensation Committee determined that the Company achieved the following:
2025 Annual Cash Bonus Targets
| • | Hyalofast PMA Submission – achieved Target at 100% |
2025 Annual Cash Bonus Targets
| • | Launch of Integrity Implant System Shapes and Sizes – achieved Target at 100% |
2025 Annual Cash Bonus Targets
| • | Complete Divestiture of Parcus Medical – achieved Target at 100% |
2025 Annual Cash Bonus Targets
The Committee determined an overall achievement level of 100% for the financial goals, which were weighted at 70% of the total, and an overall achievement level of 100% for the strategic goals, which were weighted at 30% of the total. As such, the Compensation Committee determined that a corporate bonus payout of 100% of target appropriately reflected the results achieved by the management team in 2025. 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 throughout 2025. The NEOs receiving bonus awards executed an important divestiture without material disruption to customers and distributors, remediated operational challenges to enable product delivery ahead of Commercial Channel objectives, and took actions to restructure the Company following the recent pricing dynamics experienced in the OEM Channel. These actions enabled a more focused strategy around our core HA-based products and will help support improved stockholder value in 2026 and beyond. The bonus targets based on annualized salary and final actual bonus amounts paid are presented in the table below.
2025 Cash Bonus Decisions
2025 Cash Bonus Decisions
2025 Cash Bonus Decisions
| Name | Bonus Target | % Achieved | Bonus Paid | | Cheryl R. Blanchard, Ph.D. | $638,000 | 100% | $638,000 | | Stephen D. Griffin | $300,000 | 100% | $300,000 | | David B. Colleran | $219,000 | 100% | $219,000 | | Anne M. Nunes(1) | $204,930 | N/A | N/A | | Ian W. McLeod | $121,987 | 100% | $121,987 |
2025 Cash Bonus Decisions
| (1) Ms. Nunes separated from service with the Company on May 1, 2025 and therefore was not eligible for a 2025 bonus payout. |
2025 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. The 2025 restricted stock unit awards granted to NEOs included (1) performance-based awards directly tied to long-term strategic goals related to new product approvals and commercial objectives, (2) performance-based 3-year cliff-vesting awards with specific stock price hurdles greater than that of the recent performance of Company stock, and (3) time-based awards. 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. 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 2025, our Chief Executive Officer was granted equity awards split two-thirds performance-based phantom restricted stock units (“Phantom PRSUs”) and one-third time-based phantom restricted stock units (“Phantom RSUs”). This was an increase in the percentage of equity awards that were performance-based from the prior year. The Phantom PRSUs were divided equally between performance restricted stock unit awards based on the achievement of various strategic objectives (“Strategic Phantom PRSUs”) and performance restricted stock unit awards based on the achievement of certain Company stock price thresholds (“Market Phantom PRSUs”). The equity awards granted to Mr. Griffin and Mr. Colleran were split approximately evenly between Phantom PRSUs and Phantom RSUs, with the Phantom PRSUs split evenly between Strategic Phantom PRSUs and Market Phantom PRSUs. The equity awards granted to Mr. McLeod and Ms. Nunes were split 35% Phantom PRSUs and 65% Phantom RSUs, with 20% of the Phantom PRSUs being in the form of Strategic Phantom PRSUs and 15% of the Phantom PRSUs being in the form of Market Phantom PRSUs. Due to limitations in the number of shares available for issuance under our 2017 Plan, the Phantom PRSUs and Phantom RSUs granted to our NEOs in 2025, were structured to be settled upon vest in either cash or shares, in the Company’s discretion. If these awards are settled in cash, they are subject to an aggregate cap of three times the grant date value of the Strategic Phantom PRSUs, five times the grant date value of the Market Phantom PRSUs, and an aggregate cap of three times the grant date value of the Phantom RSUs. In addition to a requirement that the recipient be in continuous service to the Company through the applicable vesting date:
2025 Cash Bonus Decisions
| • | the Strategic Phantom PRSUs vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the Compensation Committee’s determination of achievement with regard to certain strategic objectives; |
2025 Cash Bonus Decisions
| • | the Market Phantom PRSUs cliff vest on the third anniversary of the grant date, subject to the Compensation Committee’s determination of achievement with regard to certain stock price thresholds; |
2025 Cash Bonus Decisions
| • | the Phantom RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |
2025 Cash Bonus Decisions
The Compensation Committee believes these equity grants inherently drive individual and Company performance, while strongly aligning executive interests with stockholder interests by generating stockholder value through increased stock price performance over time. For 2025, the award value of the Strategic Phantom PRSUs, Market Phantom PRSUs, and Phantom RSUs as determined by the Compensation Committee at the time of grant was:
2025 Cash Bonus Decisions
| Name | Strategic Phantom PRSUs ($)(1) | Market Phantom PRSUs ($)(1) | Phantom RSUs ($)(1) | | Cheryl R. Blanchard, Ph.D. | $1,266,654 | $1,266,692 | $1,266,654 | | Stephen D. Griffin | $331,250 | $331,250 | $662,500 | | David B. Colleran | $242,500 | $242,500 | $485,000 | | Anne M. Nunes | $110,000 | $82,500 | $357,500 | | Ian W. McLeod | $60,000 | $45,000 | $195,000 |
2025 Cash Bonus Decisions
| (1) The Compensation Committee made value-based annual equity awards to our NEOs as performance-based Phantom RSUs (“PRSUs”) and time-based Phantom RSUs. For Dr. Blanchard, two-thirds of the total award was granted as Phantom PRSUs, of which 50% are Strategic Phantom PRSUs and 50% are Market Phantom PRSUs; and one-third of the total award was granted as Phantom RSUs. For Messrs. Griffin and Colleran, 25% of the total award was granted as Strategic Phantom PRSUs, 25% as Market Phantom PRSUs, and 50% as Phantom RSUs. For Ms. Nunes and Mr. McLeod, 20% of the total award was granted as Strategic Phantom PRSUs, 15% as Market Phantom PRSUs, and 65% as Phantom RSUs. The Compensation Committee approved the awards on March 13, 2025, and the awards were granted with an effective date of March 14, 2025. 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 Phantom PRSUs 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. |
Other Compensation Matters
Other Compensation Matters Employment and Executive Retention Agreements Effective at December 31, 2025 The Company was party to an employment agreement with Dr. Blanchard (as described below under “Dr. Blanchard’s Employment Agreement”) and is party to executive retention agreements with each of the other NEOs. While the NEOs are (or were) at-will employees, 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. 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, 2025:
Other Compensation Matters
| Trigger | Type of Severance | CEO | EVP, CFO and COO & EVP, GC | VP, CAO | | 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 |
Other Compensation Matters
We have not provided or committed to provide any NEO with a gross-up or other reimbursement for tax amounts the executive might pay pursuant to Section 280G or Section 409A of the Internal Revenue Code. Section 280G and related sections of the Internal Revenue Code provide that an executive officer and certain persons who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A of the Internal Revenue Code also imposes additional significant taxes on the individual in the event that an executive officer, director or service provider of certain types receives “deferred compensation” that does not meet the requirements of Section 409A of the Internal Revenue Code. Role of Management in Determining Compensation The Compensation Committee, which is comprised entirely of independent directors, is responsible for establishing and implementing our executive compensation philosophy and for ensuring that the total compensation paid to our NEOs is fair, competitive and motivates high performance. The Compensation Committee is solely responsible for compensation decisions regarding our Chief Executive Officer. When making compensation recommendations for NEOs other than the Chief Executive Officer, the Compensation Committee requests and considers the advice and counsel of the Chief Executive Officer, given his or her direct day-to-day working relationship with those executives. Taking this feedback into consideration, the Compensation Committee will engage in discussions and make final determinations related to compensation paid to the NEOs. Risk Considerations in Our Compensation Programs The Compensation Committee believes that risks arising from our policies and practices for compensating employees are not reasonably likely to have a material adverse effect on our Company. Compensation Recovery Policy Historically, all awards, amounts or benefits received or outstanding under the equity incentive plan by the NEOs have been subject to clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance with the terms of any clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time. In accordance with the SEC’s adoption of the final “clawback rule,” effective January 27, 2023, requiring public companies to develop and implement a policy to recover excess incentive-based compensation from executive officers if amounts were based on material misstatements in financial reports, the Board adopted a Compensation Recovery Policy, effective November 27, 2023. The Compensation Recovery Policy covers our current and former executive officers, including all of our NEOs. Under the Compensation Recovery Policy, in the event that we are required to prepare a restatement of our previously issued financial statements due to our material noncompliance with any financial reporting requirement under securities laws, we are required to recover (subject to certain limited exceptions described in the Compensation Recovery Policy and permitted under the final clawback rules) any cash and/or equity incentive-based compensation received by any current or former executive officer after the effective date of the Compensation Recovery Policy and in the three years prior to the date we are required to restate our financial statements that is in excess of the amount that would have been received based on the restated financial statements. Prohibition on Hedging, Pledging, and Short Sales Our Insider Trading Policy prohibits the NEOs from hedging or pledging or engaging in the short sale of our stock. Stock Retention Guidelines Our stock retention guidelines generally require each NEO to beneficially own certain amounts of our common stock. Generally, these guidelines require the Chief Executive Officer to beneficially own, at a minimum, the number of shares (including unvested time-vesting restricted stock or restricted stock units) of common stock having a market value equal to three times the amount of his or her base salary. They require any other NEO to beneficially own, at a minimum, the number of shares (including unvested time-vesting restricted stock or restricted stock units) of common stock having a market value equal to the amount of his or her base salary. Any individual initially designated as an executive officer has five years to achieve compliance. Each NEO is currently in compliance or within the five-year grace period. See the section captioned “Director and Executive Officer Stock Retention Guidelines” below for additional information. Policies and Practices Regarding Grants of Equity Awards Our Compensation Committee has generally granted annual equity awards, including stock option grants to our NEOs, in the first quarter of each fiscal year, specifically mid-March. In addition, some new hires receive equity awards at the time of their hiring. Eligible employees, including our NEOs, may voluntarily enroll in our ESPP and receive an option to purchase shares at a discount using payroll deductions in an amount (expressed as a whole percentage) not less than one percent (1%) but not more than ten percent (10%) of the employee’s Compensation (as defined under the Employee Stock Purchase Plan), with purchase dates occurring in May and November. During 2025, our Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, we did not grant stock options to our NEOs during any period beginning four business days before and ending one business day after the filing or furnishing of material nonpublic information.
Executive and Director Compensation
Executive and Director Compensation
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation information for the NEOs for the years ended December 31, 2025, 2024 and 2023, respectively.
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.(5) Executive Chair; Former President and Chief Executive Officer | 2025 | 750,397 | 638,000 | 3,476,669 | — | 22,252 | 4,887,318 | | | 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 | | Stephen D. Griffin(6) President and Chief Executive Officer; Former EVP, Chief Financial Officer and Chief Operating Officer | 2025 | 500,000 | 300,000 | 1,215,222 | — | 18,148 | 2,033,370 | | | 2024 | 278,846(7) | 300,000(8) | 1,027,714 | 1,027,101 | 12,489 | 2,646,150 | | David B. Colleran EVP, General Counsel and Secretary | 2025 | 486,424 | 219,000 | 889,624 | — | 19,157 | 1,614,205 | | | 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 | | Anne M. Nunes(9) Former SVP, Chief Operations Officer | 2025 | 157,639 | — | 505,922 | — | 282,310 (10) | 946,571 | | | 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 | | Ian W. McLeod SVP, Chief Accounting Officer and Treasurer | 2025 | 345,362 | 121,987 | 275,943 | — | 22,252 | 765,544 |
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 and 2025 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. |
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 2025. |
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”) assuming maximum achievement. 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, 2025 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 14, 2025, March 15, 2024, and March 9, 2023, respectively. Time-vesting awards granted in 2025, 2024, and 2023 (Phantom RSUs, Strategic Phantom PRSUs, and premium-priced stock options) vest ratably over 3 years beginning one year from the date of grant. The performance based RSU based on Company stock price granted in 2025 (Market Phantom PRSU) vests on the third anniversary from the date of grant, if achieved. See the section in the Compensation Discussion and Analysis titled “Equity-Based Grants” for additional details regarding the stock and option awards issued in 2025. 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 Compensation Discussion and Analysis titled "Long-Term Equity Incentive Program." |
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. |
Summary Compensation Table
| (5) As noted elsewhere in this proxy statement, Dr. Blanchard stepped down as Chief Executive Officer and President and became Executive Chair of the Board on February 1, 2026 |
Summary Compensation Table
| (6) As noted elsewhere in this proxy statement, Mr. Griffin was promoted to Chief Executive Officer and President on February 1, 2026. |
Summary Compensation Table
| (7) 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. |
Summary Compensation Table
| (8) 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. |
Summary Compensation Table
| (9) Ms. Nunes separated from service with the Company on May 1, 2025. The 2025 data for Ms. Nunes represents her compensation for the entire year. |
Summary Compensation Table
| (10) This amount includes (i) $13,151 in matching contributions to the 401(k) Plan, (ii) $1,072 in company paid group term life insurance premiums, (iii) $41,087 for accrued vacation time pursuant to Ms. Nunes' separation from service on May 1, 2025, and (iv) $227,700 in severance, representing six months base salary and six months of benefits continuation. |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table sets forth each grant of equity awards under the equity incentive plan made to the NEOs during the year ended December 31, 2025.
Grants of Plan-Based Awards in 2025
| Name | Grant Date | Approval Date | All other stock awards: Number of shares of stock or units (#)(1) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($)(2) | | Cheryl R. Blanchard, Ph.D. | March 14, 2025 | March 13, 2025 | 218,521 | | | 3,476,669 | | Stephen D. Griffin | March 14, 2025 | March 13, 2025 | 76,381 | | | 1,215,222 | | David B. Colleran | March 14, 2025 | March 13, 2025 | 55,916 | | | 889,624 | | Anne M. Nunes(3) | March 14, 2025 | March 13, 2025 | 31,799 | | | 505,922 | | Ian W. McLeod | March 14, 2025 | March 13, 2025 | 17,344 | | | 275,943 |
Grants of Plan-Based Awards in 2025
| (1) Each NEO received 3 restricted stock unit awards in 2025 as follows: 1) time based Phantom RSUs that vest ratably over a three-year period commencing on the first anniversary of the grant date; 2) performance based Phantom PRSUs subject to the achievement of certain strategic milestones that vest ratably over a three-year period commencing on the first anniversary of the grant date if certain strategic milestones are achieved; and 3) performance based Phantom PRSUs based on prescribed targets for the Company stock price that vest on the third anniversary of the grant date if the stock price target is achieved. The Phantom RSUs and Phantom PRSUs granted to our NEOs in 2025 may be settled in shares or cash, at the company's discretion, on each vest date. |
Grants of Plan-Based Awards in 2025
| (2) 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, 2025. 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. The Phantom RSUs, which may be settled at vesting in cash or shares at the company’s election, have been recorded by the company as a liability due to the expectation that the company will settle the vesting of the RSU awards in cash due to a potential shortage of shares in the 2017 Plan at the time of vesting. 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, 2025 for certain assumptions made in the valuation of these awards. |
Grants of Plan-Based Awards in 2025
| (3) As noted elsewhere in this proxy statement, Ms. Nunes separated from service with the Company on May 1, 2025, on which date her unvested awards were forfeited. |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 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, 2025. Ms. Nunes has been omitted from the below table as she did not hold any outstanding equity awards as of such date.
Outstanding Equity Awards at December 31, 2025
| | | Option Awards | | | | | Stock Awards | | | Name(1) | Grant Date | Number of securities underlying unexercised options (#) exercisable(1) | Number of securities underlying unexercised options (#) unexercisable(2) | 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 (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | Cheryl R. Blanchard, Ph.D. | April 26, 2020 | 101,644 | | | 33.40 | 4/26/2030 | | | | | April 26, 2020 | 139,168(4) | | | 33.40 | 4/26/2030 | | | | | March 9, 2021 | 108,398 | | | 37.40 (5) | 3/9/2031 | | | | | March 11, 2022 | 208,821 | | | 28.14 (5) | 3/11/2032 | | | | | March 9, 2023 | 87,332 | 43,666 | | 29.60 (5) | 3/9/2033 | 20,001 | 192,210 | | | March 15, 2024 | 60,900 | 121,799 | | 27.98 (5) | 3/15/2034 | 50,263 | 483,027 | | | March 14, 2025 | | | | | | 73,559 | 706,902 | | | March 14, 2025 | | | | | | 73,559(6) | 706,902 | | | March 14, 2025 | | | | | | 71,403(7) | 686,183 | | Stephen D. Griffin | June 3, 2024 | 32,175 | 64,350 | | 29.35 (5) | 6/3/2034 | 25,680 | 246,785 | | | March 14, 2025 | | | | | | 38,473 | 369,726 | | | March 14, 2025 | | | | | | 19,236(6) | 184,858 | | | March 14, 2025 | | | | | | 18,672(7) | 179,438 | | David B. Colleran | March 4, 2020 | 35,000 | | | 43.06 | 3/4/2030 | | | | | March 9, 2021 | 27,681 | | | 37.40 (5) | 3/9/2031 | | | | | March 11, 2022 | 35,864 | | | 28.14 (5) | 3/11/2032 | | | | | March 9, 2023 | 23,860 | 11,930 | | 29.60 (5) | 3/9/2033 | 5,465 | 52,519 | | | March 15, 2024 | 15,625 | 31,250 | | 27.98 (5) | 3/15/2034 | 12,897 | 123,940 | | | March 14, 2025 | | | | | | 28,165 | 270,666 | | | March 14, 2025 | | | | | | 14,082(6) | 135,328 | | | March 14, 2025 | | | | | | 13,669(7) | 131,359 |
Outstanding Equity Awards at December 31, 2025
| | | Option Awards | | | | | Stock Awards | | | Name(1) | Grant Date | Number of securities underlying unexercised options (#) exercisable(1) | Number of securities underlying unexercised options (#) unexercisable(2) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | Ian W. McLeod | July 1, 2021 | 7,248 | | | 44.47 | 7/1/2031 | | | | | July 1, 2021 | 7,737 | | | 48.92(5) | 7/1/2031 | | | | | March 11, 2022 | 8,137 | | | 28.14(5) | 3/11/2032 | | | | | March 9, 2023 | 4,724 | 2,362 | | 29.60(5) | 3/9/2033 | 2,197 | 21,113 | | | March 15, 2024 | 3,173 | 6,346 | | 27.98(5) | 3/15/2034 | 5,317 | 51,096 | | | March 14, 2025 | | | | | | 11,324 | 108,824 | | | March 14, 2025 | | | | | | 3,484(6) | 33,481 | | | March 14, 2025 | | | | | | 2,536(7) | 24,371 |
Outstanding Equity Awards at December 31, 2025
| (1) As noted elsewhere in this proxy statement, Ms. Nunes separated from service with the Company on May 1, 2025, and accordingly, did not hold any unvested stock awards or unexercised options as of December 31, 2025. |
Outstanding Equity Awards at December 31, 2025
| (2) 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. |
Outstanding Equity Awards at December 31, 2025
| (3) Based on the closing price of our common stock on the Nasdaq stock exchange on December 31, 2025 of $9.61 per share. |
Outstanding Equity Awards at December 31, 2025
| (4) This amount includes 139,168 performance-based stock options granted in 2020, which vested on December 31, 2022. The performance measurement date and vest date for this award was December 31, 2022. The Compensation Committee reviewed our Total Shareholder Return (as defined in the grant agreement) against the Comparison Group (as defined in the grant agreement), and determined and specified, at the Compensation Committee's sole discretion, that 133% of the shares granted at Target had been earned by Dr. Blanchard. See the sections in the Compensation Discussion and Analysis titled “Dr. Blanchard's Employment Agreement" for additional details regarding the option award. |
Outstanding Equity Awards at December 31, 2025
| (5) Represents an exercise price of 110% of the grant date closing stock price, as reported on the Nasdaq stock exchange. |
Outstanding Equity Awards at December 31, 2025
| (6) Vesting of equity awards commences on the first anniversary of the grant date and continues on each subsequent grant date anniversary until the equity award is fully vested. Vesting is subject to the holder's continued employment with us and the achievement of certain strategic milestones. |
Outstanding Equity Awards at December 31, 2025
| (7) Vesting of equity awards is on the third anniversary of the grant date and the achievement of the Company stock price meeting prescribed targets. |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table provides information regarding options exercised and stock awards vested for the NEOs during the year ended December 31, 2025.
2025 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Cheryl R. Blanchard, Ph.D. | — | — | 75,194 | 1,236,991 | | Stephen D. Griffin | — | — | 12,840 | 148,816 | | David B. Colleran | — | — | 19,576 | 322,078 | | Anne M. Nunes | — | — | 9,494 | 155,643 | | Ian W. McLeod | — | — | 7,233 | 118,729 |
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 (or had) 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, 2025:
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 | $— | $2,775,224 | $— | | | Health Care Benefits | $33,910 | $33,910 | $33,910 | | | | $1,158,910 | $5,584,134 | $1,158,910 | | Stephen D. Griffin | Salary Continuation | $500,000 | $750,000 | $— | | | Additional Cash Payment | $— | $450,000 | $— | | | Equity Awards Vesting | $— | $980,806 | $— | | | Health Care Benefits | $7,708 | $11,562 | $— | | | | $507,708 | $2,192,368 | $— |
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 | | David B. Colleran | Salary Continuation | $486,340 | $486,340 | $— | | | Additional Cash Payment | $— | $328,253 | $— | | | Equity Awards Vesting | $— | $713,812 | $— | | | Health Care Benefits | $19,749 | $29,623 | $— | | | | $506,089 | $1,558,027 | $— | | Ian W. McLeod | Salary Continuation | $172,681 | $259,022 | $— | | | Additional Cash Payment | $— | $155,413 | $— | | | Equity Awards Vesting | $— | $238,885 | $— | | | Health Care Benefits | $4,716 | $7,074 | $— | | | | $172,681 | $653,320 | $— |
Potential Payments Upon Termination or Change in Control
| (1) As noted elsewhere in this Proxy Statement, Ms. Nunes separated from service with the Company on May 1, 2025, and was therefore not eligible for potential payments upon change in control or termination of employment as of December 31, 2025. Upon her separation from service on May 1, 2025, Ms. Nunes became entitled to receive (i) six months’ salary and benefits continuation of $227,000. Dr. Blanchard and Mr. Griffin transitioned to their new roles subsequent to fiscal year end. |
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 $9.61, the closing price for common stock as reported by Nasdaq on December 31, 2025, 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 $9.61 closing price for our common stock as reported by Nasdaq on December 31, 2025, 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, 2025 will not be exercised. |
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.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO (Blanchard) (a) | Compensation Actually Paid to PEO (Blanchard) (a) | 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) (e) | Revenue ($mm) (e) | | | | | | | Total Shareholder Return (d) | Peer Total Shareholder Return (d) | | | | 2025 | $4,887,318 | $2,079,097 | $1,339,923 | $645,195 | $21 | $120 | ($11) | $113 | | 2024 | $5,103,466 | $2,531,827 | $1,805,308 | $850,008 | $36 | $91 | ($56) | $120 | | 2023 | $4,459,800 | $1,870,227 | $1,405,306 | $877,307 | $50 | $92 | ($83) | $167 | | 2022 | $5,940,722 | $3,599,763 | $1,739,011 | $1,406,419 | $65 | $89 | ($15) | $156 | | 2021 | $4,202,608 | $1,818,313 | $1,234,846 | $1,051,797 | $79 | $99 | $4 | $148 |
Pay Versus Performance Disclosure
| (a) NEOs in 2025 include Messrs. Colleran, Griffin and McLeod and Ms. Nunes. Ms. Nunes separated from service with the Company in May 2025. 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 and 2024 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. Ms. Nunes joined the company in September 2021 and was named SVP and Chief Operations Officer in June 2023. |
Pay Versus Performance Disclosure
| (b) Shareholder return is based on $100 investment at the beginning of 2021. Peer shareholder return is based on the NASDAQ Biotechnology Index. |
Pay Versus Performance Disclosure
| (c) Net Income and Revenue are as reported in the Company's Annual Report on Form 10-K. The company's net income and revenue include the results of discontinued operations resulting from sale of the Company's subsidiary, Arthrosurface Incorporated, in October 2024, and the divestiture of the Company's subsidiary, Parcus Medical, LLC in March 2025. For more information regarding the results from discontinued operations, see Note 3 of Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. |
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.
Pay Versus Performance Disclosure
| | PEO (Blanchard) | | | | | Average NEO | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total Compensation | $4,887,318 | $5,103,466 | $4,459,800 | $5,940,722 | $4,202,608 | $1,339,923 | $1,805,308 | $1,405,306 | $1,739,011 | $1,234,846 | | SUBTRACT Grant Fair Value of Equity Awards Made During Current Year(a) | ($3,476,669) | ($3,833,108) | ($3,124,444) | ($4,630,341) | ($2,942,637) | ($721,678) | ($1,169,352) | ($719,959) | ($1,051,440) | ($658,333) | | ADD Year End Fair Value of Equity Awards Made During Current Year(b) | $1,687,277 | $2,096,033 | $2,457,454 | $5,294,178 | $3,254,974 | $309,115 | $482,698 | $568,766 | $1,205,238 | $728,209 | | ADD Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards(c) | ($965,017) | ($1,148,160) | ($1,421,814) | ($1,016,462) | ($2,470,476) | ($175,528) | ($95,541) | ($252,244) | ($274,828) | ($189,171) | | ADD Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Current Year(d) | ($53,812) | $313,596 | ($500,768) | ($1,988,334) | ($226,155) | ($39,249) | $44,901 | ($124,563) | ($211,562) | ($63,754) | | ADD Fair Value at Vesting of Equity Awards Made During Year That Also Vested During Year(e) | $0 | $0 | $0 | $0 | $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 | ($67,389) | ($218,005) | $0 | $0 | $0 | | Total Adjustments Related to Equity Awards | ($2,808,221) | ($2,571,639) | ($2,589,573) | ($2,340,959) | ($2,384,295) | ($694,728) | ($955,299) | ($527,999) | ($332,592) | ($183,048) | | Compensation Actually Paid Total | $2,079,097 | $2,531,827 | $1,870,227 | $3,599,763 | $1,818,313 | $645,195 | $850,008 | $877,307 | $1,406,419 | $1,051,797 |
Pay Versus Performance Disclosure
| (a) Represents the grant date fair value of equity-based awards made during the fiscal year. |
Pay Versus Performance Disclosure
| (b) Represents the year-end fair value of equity awards that were made during the fiscal year. |
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. |
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. |
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. |
Pay Versus Performance Disclosure
The table below summarizes the option fair values and related assumptions used to calculate NEO CAP for fiscal year 2025.
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 2024 | $16.46 | $27.98 – $29.60 | 3.41 – 5.73 | 42.00% | 4.29% – 4.42% | 0% | $2.92 – $4.72 | | 2025 Vesting | $11.59 – $16.27 | $27.98 – $29.60 | 3.16 – 6.00 | 41.50% – 46.90% | 3.81% – 4.70% | 0% | $2.47 – $4.19 | | Year-end 2025 | $9.61 | $27.98 – $29.60 | 4.47 – 6.00 | 44.90% | 3.68% – 4.13% | 0% | $1.12 – $4.19 |
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 2025.
COMPARISON OF COMPENSATION ACTUALLY PAID TO PERFORMANCE
COMPARISON OF COMPENSATION ACTUALLY PAID TO PERFORMANCE 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, 2025, 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 divestiture of the Company’s subsidiary, Parcus Medical, LLC in March 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, 2025.
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 2025, our last completed fiscal year:
CEO Pay Ratio
| • | The median of the annual total compensation of all our employees (other than our CEO) was $112,114; and |
CEO Pay Ratio
| • | The annual total compensation of our CEO, for the purposes of this disclosure, was $4,887,318. |
CEO Pay Ratio
Based on this information, for 2025 the ratio of the annual total compensation of Dr. Blanchard, our year-end CEO, to the median of the annual total compensation of all our employees was 44 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.
CEO Pay Ratio
| 1. | We determined that, as of December 31, 2025, our employee population consisted of 238 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 236 individuals. |
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 2025, which was paid out in early 2026, and (c) the grant date fair value of equity granted in 2025. |
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. |
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 2025 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $112,114. |
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.
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 2025, 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, 2025 or ended prior to the end of 2025:
Director Compensation
| Compensation Element | 2025 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 |
Director Compensation
Equity Compensation The Board of Directors approved an annual grant of 14,164 restricted stock units to each non-employee director, valued at $149,997 under the 2017 Plan, based on the fair market value of our common stock on June 20, 2025, the date of grant for our then-current directors. These restricted stock units granted to each then-current non-employee director in 2025 vest in one installment on the earlier of the date that is immediately prior to the Annual Meeting or one year from the date of grant. Total Compensation The following table summarizes the compensation earned by non-employee directors in 2025.
Director Compensation
| Name | Fees earned in cash ($) | Stock awards ($)(1) (2) | Total ($) | | Joseph H. Capper | 72,500 | 149,997 | 222,497 | | Sheryl L. Conley | 75,000 | 149,997 | 224,997 | | Gary P. Fischetti | 62,500 | 149,997 | 212,497 | | John B. Henneman, III | 117,500 | 149,997 | 267,497 | | William R. Jellison | 75,000 | 149,997 | 224,997 | | Glenn R. Larsen, Ph.D. | 62,500 | 149,997 | 212,497 | | Stephen O. Richard | 80,000 | 149,997 | 229,997 | | Susan L. N. Vogt(3) | 80,000 | 149,997 | 229,997 |
Director Compensation
| (1) Except as otherwise noted, an amount of 14,164 restricted stock units was awarded per director on June 20, 2025, based on the closing price of $10.59 per share, which vests on the earlier of the 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 2025 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, 2025 for certain assumptions made in the valuation of these restricted stock unit awards. |
Director Compensation
| (2) The aggregate number of shares outstanding underlying stock awards for each director as of December 31, 2025 were: 14,164 for each of Mses. Conley and Vogt and Messrs. Capper, Fischetti, Henneman, Jellison, Larsen, and Richard. No director held outstanding option awards as of December 31, 2025. |
Director Compensation
| (3) Ms. Vogt resigned from the board effective February 1, 2026. |