DEF 14A of Mimedx Group, Inc., Apr 30, 2025

DEF 14A of Mimedx Group, Inc.

Filed Apr 30, 2025 · FY20240001376339-25-000048

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF NINE DIRECTORS

    PROPOSAL 1—ELECTION OF NINE DIRECTORS The Board has nominated M. Kathleen Behrens, Ph.D., Joseph H. Capper, James L. Bierman, William A. Hawkins, III, Cato T. Laurencin, M.D., K. Todd Newton, Tiffany Olson, Dorothy Puhy, and Martin P. Sutter to be elected as directors at the Annual Meeting for a term expiring at the 2026 annual meeting of shareholders, and in each case until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Each nominee was recommended by the Board’s Nominating and Governance Committee for re-election and has agreed to serve, if elected. Although we do not know of any reason why any of the nominees might become unavailable to serve, if that should happen, the Board may recommend a substitute nominee. Shares represented by proxies will be voted for any substitute designated by the Board. Please see the biographies below for Dr. Behrens, Mr. Capper, Mr. Bierman, Mr. Hawkins, Dr. Laurencin, Mr. Newton, Ms. Olson, Ms. Puhy, and Mr. Sutter which include a description of their respective qualifications, experience, attributes, and skills. M. Kathleen Behrens, Ph.D., 72. Dr. Behrens has worked as an independent life sciences consultant and investor since December 2009. Dr. Behrens served as the Co-Founder, President and Chief Executive Officer, and as a director, of the KEW Group Inc., a private oncology services company, from January 2012 until June 2014. Earlier in her career, Dr. Behrens served as a general partner for selected venture funds for RS Investments, a mutual fund firm, from 1996 until December 2009. While Dr. Behrens worked at RS Investments, from 1996 to 2002, she served as a managing director at the firm and, from 2003 to December 2009, she served as a consultant to the firm. During that time, Dr. Behrens also served as a member of the President’s Council of Advisors on Science and Technology (PCAST) from 2001 to 2009 and as chairwoman of PCAST’s Subcommittee on Personalized Medicine, as well as the President, director and chairwoman of the National Venture Capital Association, an organization that advocates for public policy that supports the American entrepreneurial ecosystem, from 1993 until 2000. Prior to that, she served as a general partner and managing director for Robertson Stephens & Co., an investment company, from 1983 through 1996. Dr. Behrens has served as a member of the board of directors of each of Sarepta Therapeutics, Inc. (Nasdaq: SRPT), a medical research and drug development company, since March 2009 (Chairwoman of the Board since April 2015) and IGM Biosciences, Inc. (Nasdaq: IGMS), a clinical stage biotechnology company focused on creating and developing IgM antibodies, since January 2019. She served as a director of Amylin Pharmaceuticals, Inc. (formerly Nasdaq: AMLN), a biopharmaceutical company, from 2009 until its sale in 2012 to Bristol-Myers Squibb Co. Prior to that, she served on the board of directors of Abgenix, Inc. (formerly Nasdaq: ABGX), a biopharmaceutical company, from 2001 until the company was sold to Amgen, Inc. in 2006. From 1997 to 2005, Dr. Behrens was a director of Science, Technology and Economic Policy for the National Research Council. Dr. Behrens was also a Co-Founder of the Coalition for 21st Century Medicine, a trade association for next generation diagnostics companies. Dr. Behrens holds a B.S. in biology and a Ph.D. in microbiology from the University of California, Davis. Dr. Behrens has served on the Board since June 2019 and was nominated as a director because of her substantial experience in the financial services and biotechnology sectors, as well as in healthcare policy. Joseph H. Capper, 61. Mr. Capper joined the Company as its Chief Executive Officer and member of the Board in January 2023. Mr. Capper has nearly 30 years of MedTech and Life Sciences experience. He was most recently the CEO of BioTelemetry, Inc. from 2010 to 2021 and prior to joining BioTelemetry, Mr. Capper served as President and CEO of both Home Diagnostics and CCS Medical. Mr. Capper brings with him a wealth of commercial experience, having held several leadership roles earlier in his career during the decade he spent with Bayer AG. Additionally, Mr. Capper was an officer in the U.S. Navy serving with distinction as a naval aviator. Mr. Capper has served on the board of directors of Anika Therapeutics, Inc., since May 2024. He received his undergraduate degree in Accounting from West Chester University and MBA in International Finance from George Washington University. Mr. Capper was nominated to serve as a director because of his executive experience with companies in the medical technology industry as well as his position as the Company’s Chief Executive Officer. James L. Bierman, 72. Mr. Bierman served as President and Chief Executive Officer, and as a member of the board of directors, of Owens & Minor, Inc. (NYSE: OMI), a Fortune 500 company and a leading distributor of medical and surgical supplies, from September 2014 to June 2015. Previously, he served in various other senior roles at Owens & Minor, including President and Chief Operating Officer from August 2013 to September 2014, Executive Vice President and Chief Operating Officer from March 2012 to August 2013, Executive Vice President and Chief Financial Officer from April 2011 to March 2012, and Senior Vice President and Chief Financial Officer from June 2007 to April 2011. Earlier in his career, Mr. Bierman served as Executive Vice President and Chief Financial Officer at Quintiles Transnational Corp. (formerly Nasdaq: QTRN). Quintiles was a market leader in providing product development and commercialization solutions to the pharmaceutical, biotech, and medical device industries. Before joining Quintiles, Mr. Bierman was a partner with Arthur Andersen LLP from 1988 to 1998. Mr. Bierman currently serves on the board of directors of Tenet Healthcare Corporation (NYSE: THC), a Fortune 500 company and a diversified healthcare services company operating more than 600 facilities, acute care hospitals and outpatient centers, throughout the United States. Mr. Bierman recently served as an independent director of Novan, Inc. (formerly Nasdaq: NOVN), a medical dermatology company primarily focused on researching, developing, and commercializing innovative therapeutic products for skin diseases. Mr. Bierman also recently served as an independent director of KL Acquisition Corp. (formerly Nasdaq:KLAQU), where he was chairman of the board’s audit committee. The company was an incorporated blank check company (SPAC) whose business purpose was to effect a merger or similar business combination with one or more businesses or entities. Mr. Bierman previously served as Lead Independent Director on the board of directors of Team Health Holdings, Inc. (formerly NYSE: TMH). Team Health is one of the largest suppliers of outsourced healthcare professional staffing and administrative services to hospitals and other healthcare providers in the United States. Mr. Bierman earned his B.A. from Dickinson College and his M.B.A. at Cornell University’s Johnson Graduate School of Management. Mr. Bierman has served on the Board since June 2019 and was nominated as a director because of his substantial operational and financial experience in the healthcare sector.

  2. PROPOSAL 1—ELECTION OF NINE DIRECTORS

    William A. Hawkins, III, 71. Mr. Hawkins serves as a Senior Advisor to EW Healthcare Partners, a healthcare focused growth equity firm. Mr. Hawkins is the former Chairman and CEO of Medtronic, Inc., a global leader in medical technology. He was at Medtronic from 2002 until 2011. After retiring from Medtronic, he served as President and Chief Executive Officer of Immucor, Inc., a private equity backed global leader in transfusion and transplant medicine from October 2011 to July 2015. From 1998 to 2001 Mr. Hawkins served as President and Chief Executive Officer of Novoste Corporation (Nasdaq: NOVST), an interventional cardiology company. Prior to that, Mr. Hawkins served in a variety of senior roles at American Home Products, a consumer, pharma and medical device company, Johnson & Johnson, a healthcare company, Guidant Corporation, a medical products company, and Eli Lilly and Company, a global pharmaceutical company. Mr. Hawkins also serves as a director of Biogen Inc. (Nasdaq: BIIB), a biopharmaceutical company; as Chairman of Bioventus Inc. (Nasdaq: BVS), a global leader of innovations for active healing; and Cirtec, Virtue Labs, Enterra, and Baebies, Inc., all of which are life science companies. He previously served on the board of Thoratec Corporation and Avanos (NYSE:AVNS). Mr. Hawkins is a Duke University Board of Trustees Emeriti and is past Chair of the Duke University Health System. Mr. Hawkins was elected as a member of the AIMBE College of Fellows and the National Academy of Engineering. He has a dual B.S.E.E. degree in Electrical and Biomedical Engineering from Duke University and a M.B.A. from the University of Virginia’s Darden School of Business. Mr. Hawkins has served on the Board since July 2020 and was nominated to serve as a director because of his significant leadership experience as a chief executive officer, significant knowledge of, and experience in, the healthcare industry and significant international experience. He also has extensive governance and public company board experience. He was originally appointed to serve as a nominee of the EW Purchaser. Cato T. Laurencin, M.D., Ph.D, 66. Dr. Laurencin currently serves as the Albert and Wilda Van Dusen Distinguished Endowed Professor of Orthopaedic Surgery at the University of Connecticut, and is one of two designated University Professors at the school. He is also a materials scientist and engineer and is Professor of Materials Science and Engineering, Professor of Chemical and Biomolecular Engineering, and Professor of Biomedical Engineering at the University of Connecticut. He has been a professor at the University of Connecticut since 2008. He is the Chief Executive Officer of The Cato T. Laurencin Institute at the University of Connecticut, named in his honor. He currently serves on the board of directors of Alkermes plc (Nasdaq: ALKS), a global biopharmaceutical company that seeks to develop innovative medicines in the field of neuroscience. Previously, he served as the Chief Executive Officer of the Connecticut Convergence Institute for Translation in Regenerative Engineering, as Vice President for Health Affairs at the University of Connecticut Health Center and Dean of the University of Connecticut School of Medicine. From 2003 until 2008, Dr. Laurencin was the Lillian T. Pratt Distinguished Professor and Chair of the Department of Orthopaedic Surgery at the University of Virginia. Dr. Laurencin was also designated a University Professor by the President of the University of Virginia and was the orthopaedic surgeon-in-chief of the University of Virginia Health System. Prior to 2003, Dr. Laurencin held various positions of increasing responsibility at Drexel University, including the Helen I. Moorehead Distinguished Professor of Chemical Engineering, Vice Chairman of the Department of Orthopaedic Surgery and Director of Shoulder Surgery, and at MCP-Hahnemann School of Medicine, where he served as Clinical Professor of Orthopaedic Surgery, and Research Professor of Pharmacology and Physiology. An International Fellow in Biomaterials Science and Engineering, he received the Founders Award from the Society for Biomaterials. He is an elected member of the National Academy of Medicine, the National Academy of Engineering, the National Academy of Sciences, an elected fellow of the American Academy of Arts and Sciences and a fellow of the National Academy of Inventors. Dr. Laurencin is the recipient of the National Medal of Technology and Innovation, our nation’s highest honor for technological achievement. He has over 500 publications and patents. Dr. Laurencin has served as a permanent member of the FDA Device panel and has been a member of the National Science Advisory Board of the FDA. Dr. Laurencin received his B.S.E. degree in engineering from Princeton University, his Ph.D. in biochemical engineering and biotechnology from the Massachusetts Institute of Technology, and his M.D. from the Harvard Medical School where he graduated Magna Cum Laude. Dr. Laurencin has served on the Board since November 2020 and was nominated to serve as a director because of his experience as a practitioner and surgeon, his regulatory experience with FDA,, and his experience in management and finance leadership of large health systems, his public health and health policy experience, as well as his deep technical, engineering, research, and clinical experience. K. Todd Newton, 62. Mr. Newton has served on the Board since June 2019 and was the interim Chief Executive Officer of MiMedx from September 2022 through January 2023. Mr. Newton served as Chief Executive Officer of Restorix Health from February 2023 to June 2024 and was a member of its board of directors from 2021 to 2024. Mr. Newton previously served as Chief Executive Officer and as a member of the board of directors of Apollo Endosurgery, Inc. (Nasdaq: APEN), a medical device company, from July 2014 until March 2021. Earlier in his career, Mr. Newton served as Executive Vice President, Chief Financial Officer and Chief Operating Officer at ArthroCare Corporation (formerly Nasdaq: ARTC), a medical device company, from 2009 to June 2014. Prior to that, Mr. Newton served in a number of executive officer roles, including President and Chief Executive Officer and as a director, at Synenco Energy, Inc., a Canadian oil sands company, from 2004 until 2008. Mr. Newton was a Partner at Deloitte & Touche LLP, a professional services network and accounting organization, from 1994 to 2004. Mr. Newton holds a B.B.A. in accounting from the University of Texas at San Antonio. Mr. Newton has served on the Board since June 2019 and was nominated as a director because of his significant experience in the medical device sector as well as strong executive leadership experience.

  3. PROPOSAL 1—ELECTION OF NINE DIRECTORS

    Tiffany Olson, 65. Ms. Olson currently serves as a board member for two other public companies, Telix Pharmaceuticals, a publicly traded biopharmaceutical company on the Australian Securities Exchange and Nasdaq, and Castle Biosciences. She will become chair of the board of Telix on May 23, 2025. She also serves on the board of Langham Logistics, a privately held growth-stage company. Since September 2023 she has been a partner with Trusted Health Advisors consulting on innovative diagnostics. From July 2013 to October 2021, Ms. Olson served as President of Nuclear & Precision Health Solutions at Cardinal Health, Inc., a multinational health care services company. From 2011 to 2013, Ms. Olson served as President of NaviMed, a consulting firm focused exclusively on the healthcare industry. From 2009 to 2011, Ms. Olson led Diagnostics at Eli Lilly and Company. From 2005 to 2008, Ms. Olson served as the CEO and President of Roche Diagnostics Corporation, where from 1997 to 2005 she held various roles of increasing responsibility. Ms. Olson holds an MBA from the University of St. Thomas, St. Paul, Minnesota, and a Bachelor of Science, Business degree from the University of Minnesota. Ms. Olson has served on the Board since March 2024 and was nominated as a director because of her executive and commercial experience in the healthcare industry. Dorothy Puhy, 73. Ms. Puhy previously held board positions at Abiomed, Azenta, Eaton Vance, Reebok, and other non-public companies. From 1994 until her retirement in 2019, she held several executive leadership positions, including CFO and EVP, COO of Dana-Farber Cancer Institute. Prior to Dana-Farber Cancer Institute, she served as EVP, CFO of New England Medical Center (now Tufts Medical Center). Ms. Puhy earned her Master of Business Administration from the Wharton School and received a Bachelor of Arts degree from the University of Pennsylvania. Ms. Puhy has served on the Board since March 2024 and was nominated as a director because of her executive and financial expertise and experience in the healthcare industry. Martin P. Sutter, 70. Since 1985, Mr. Sutter has been the Co-Founder and a Managing Director of EW Healthcare Partners (previously known as Essex Woodlands Health Ventures), a healthcare-focused growth equity firm. Mr. Sutter has been directly involved with more than 30 of EW Healthcare Partners’ portfolio company investments. Educated in chemical engineering and finance, Mr. Sutter has more than 35 years of management experience in operations, marketing, finance and venture capital. Mr. Sutter holds a Bachelor of Science degree from Louisiana State University and a Master of Business Administration from the University of Houston. He currently serves on the Board of Bioventus LLC and is the Chair of the Board of Prolacta Bioscience. He previously served on the boards of directors of the following EW Healthcare Partners’ portfolio investments: Abiomed, Inc. (acquired by Johnson & Johnson), ATS Medical (acquired by Medtronic, Inc.); BioForm Medical (acquired by Merz GmbH & Co KGaA); LifeCell (later acquired by Kinetic Concepts); St. Francis Medical (acquired by Kyphon, Inc./Medtronic, Inc.); Confluent Surgical (acquired by Tyco International/Covidien); and Rinat Neurosciences (acquired by Pfizer, Inc.). Mr. Sutter has served on the Board since July 2020 and was nominated as a director because of his in-depth knowledge of the medical device industry, his skills as an investor in developing medical device companies, his extensive board experience and his position as a representative of a large shareholder in our Company qualify him to serve as a member of our Board of Directors. He was originally appointed to serve as a nominee of the EW Purchaser.

  4. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  5. Information Concerning Our Board of Directors

    Information Concerning Our Board of Directors Set forth below is certain information regarding our current directors as of April 30, 2025. There are no family relationships among any of our directors, director nominees, or executive officers.

  6. Information Concerning Our Board of Directors

    | Name | Age | Since | Tenure | Independent | | M. Kathleen Behrens | 72 | 2019 | 6 | ✔ | | Joseph H. Capper | 61 | 2023 | 2 | | | James L. Bierman | 72 | 2019 | 6 | ✔ | | William A. Hawkins, III | 71 | 2020 | 5 | ✔ | | Cato T. Laurencin | 66 | 2020 | 4 | ✔ | | K. Todd Newton | 62 | 2019 | 6 | ✔ | | Tiffany Olson | 65 | 2024 | 1 | ✔ | | Dorothy Puhy | 73 | 2024 | 1 | ✔ | | Martin P. Sutter | 70 | 2020 | 4 | ✔ |

  7. Information Concerning Our Board of Directors

    | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | Ethics and Compliance Committee | | James L. Bierman* | K. Todd Newton* | Martin P. Sutter* | William A. Hawkins, III* | | M. Kathleen Behrens | Tiffany Olson | M. Kathleen Behrens | Cato T. Laurencin | | Dorothy Puhy | Martin P. Sutter | Cato T. Laurencin | K. Todd Newton |

  8. Information Concerning Our Board of Directors

    * = Chair Set forth below is information concerning the relevant skills of each of our current directors.

  9. Information Concerning Our Board of Directors

    | | Skills and Experiences | | | | | | | | Director | Leadership | Public Company Board | Industry Knowledge | Sales or Marketing | Public Policy or Regulation | Clinical Background | Reimbursement or Market Access | | M. Kathleen Behrens | x | x | x | | x | | x | | Joseph H. Capper | x | x | x | x | x | | x | | James L. Bierman | x | x | x | x | | | | | William A. Hawkins, III | x | x | x | x | x | | x | | Cato T. Laurencin | x | x | x | | x | x | x | | K. Todd Newton | x | x | x | x | | | x | | Tiffany Olson | x | x | x | x | x | | x | | Dorothy Puhy | x | x | x | | x | | x | | Martin P. Sutter | x | x | x | | x | | x |

  10. Information Concerning Our Board of Directors

    Set forth below is a summary of each director’s committee memberships:

  11. Information Concerning Our Board of Directors

    | | Committee | | | | | Director | Audit | Compensation | Ethics & Compliance | Nominating & Corporate Governance | | M. Kathleen Behrens | Member | | | Member | | Joseph H. Capper | | | | | | James L. Bierman | Chair | | | | | William A. Hawkins, III | | | Chair | | | Cato T. Laurencin | | | Member | Member | | K. Todd Newton | | Chair | Member | | | Tiffany Olson | | Member | | | | Dorothy Puhy | Member | | | | | Martin P. Sutter | | Member | | Chair |

  12. Compensation Governance Highlights

    | Benchmark our compensation practices to ensure executive compensation is competitive with practices of our peer group | No single trigger change in control payments, other than our Chief Executive Officer’s equity awards | | | No tax gross-ups on change in control payments |

  13. Role of the Independent Compensation Consultants

    Role of the Independent Compensation Consultants In making compensation decisions for 2024, the Committee engaged the independent compensation consultant, Willis Towers Watson. The independent compensation consultant is solely hired by, and reports directly to, the Committee. The Committee also has the sole authority to retain and terminate the independent consultant. At the Committee’s discretion, the role of the independent compensation consultant is to: •Provide independent advice to the Committee on current compensation trends and best practices; •Advise on plans or practices that may improve our compensation program’s effectiveness; •Attend Committee meetings; and •Conducts compensation-related research. Willis Towers Watson has confirmed to the Committee that it is free of any conflicts of interest and is independent under applicable rules.

  14. Use of a Peer Group

    Use of a Peer Group The peer group used by the Company is comprised of publicly-traded companies across the medical device, pharmaceutical, biotechnology and life sciences sectors of the healthcare industry. In 2023, with assistance from its independent compensation consultant, the Company critically evaluated the continued appropriateness of its peer group in the prior year based on a combination of organizational criteria, revenue, market capitalization, and industry sector. Organizational criteria include number of employees as well as qualitative factors such as industry, markets, and development stage. To establish a group to make 2024 compensation decisions, the Company made the changes noted below to its peer group to reflect the June 2023 announcement of the elimination of the Company’s Regenerative Medicine business and to better align the peer group with the Company’s business operations and therapeutic focus. The data from the peer group companies for the NEOs provides the Committee with a benchmark that it views as a point of reference, but not as a determining factor, for the compensation of the NEOs.

  15. MIMEDX Peer Group

    MIMEDX Peer Group

  16. MIMEDX Peer Group

    | ADMA Biologics, Inc. | Axonics, Inc. | Orthofix Medical Inc | | Alphatec Holdings, Inc. | Bioventus Inc. | Outset Medical, Inc. | | AngioDynamics, Inc. | CareDx, Inc. | Standard BioTools Inc. | | Anika Therapeutics | Integra Life Sciences Holdings Corporation | Tactile Systems Technology, Inc. |

  17. MIMEDX Peer Group

    | Artivion, Inc. | OraSure Technologies, Inc. | Veracyte, Inc. | | AVITA Medical, Inc. | Organogenesis Holdings Inc. | Vericel Corporation |

  18. MIMEDX Peer Group

    Additions to Peer Group: ADMA Biologics, Inc. Alphatec Holdings, Inc. AngioDynamics, Inc. AVITA Medical, Inc. Axonics, Inc. CareDx, Inc. Integra Life Sciences Holdings Corporation OraSure Technologies, Inc. Outset Medical, Inc. Tactile Systems Technology, Inc. Veracyte, Inc.

  19. Deletions from Peer Group

    Deletions from Peer Group Amarin Corporation plc Celularity Inc. Collegium Pharmaceuticals, Inc. Ironwood Pharmaceuticals, Inc. Meridian Bioscience Omeros Corporation PureTech Health plc Travere Therapeutics, Inc. Vanda Pharmaceuticals, Inc. MIMEDX ranked at the 66th, 40th, and 39th percentiles among the peer group for number of employees, revenue and trailing twelve month market capitalization, respectively, as of August 1, 2023 when the peer group evaluation was completed. The Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation competitiveness and the structure of specific compensation elements. The Compensation Committee does not set specific compensation elements or the total compensation of any NEO to any specific percentile relative to the peer companies or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels. The Committee takes into account numerous factors in addition to peer group data, such as the Company’s performance, individual performance, individual scope of responsibility, uniqueness of needs and skill sets, leadership potential and the emergent threats to our ability to attract and retain key employees.

  20. 2024 Compensation Components

    2024 Compensation Components The principal components of compensation for MIMEDX’s NEOs are base salary, annual cash incentives and long-term equity incentives. Cash incentives are included to encourage and reward effective performance relative to the Company’s near-term plans and objectives. Equity incentives are included to promote longer-term focus, to help retain key contributors and to align the interests of the Company’s executives and shareholders. In 2024, our NEOs received grants of RSUs, PSUs and Stock Options, and Ms. Maersk-Moller received a special grant in connection with her promotion as detailed below.

  21. RSUs Granted in 2024

    RSUs Granted in 2024 The RSUs granted to NEOs in 2024 vest on a “cliff” basis at the end of a three-year period and require the recipient to provide continuous service through the end of such period. This is a change in practice for the Company as RSUs granted prior to January 1, 2024 generally vest over a three-year period in equal annual increments and require the recipient to provide continuous service through each vesting date.

  22. Stock Options Granted in 2024

    Stock Options Granted in 2024 The Stock Options granted to NEOs in 2024 vest ratably annually over a period of four years. The Stock Options granted to Mr. Capper in 2023 in connection with his hiring also have performance conditions.

  23. PSUs Granted in 2024

    PSUs Granted in 2024 The PSUs granted to NEOs in 2024 vest based on and to the extent that stipulated cumulative revenue growth targets over a three-year performance period are achieved and require the recipient to provide continuous service through the end of such period. Achievement of the performance goals allows for vesting of 50%, 100% and 150% (based on threshold, target or excellent performance) of the PSUs granted. If performance is below threshold, the PSUs do not vest. Performance at the threshold, target and excellence levels for the three year period ended December 31, 2026 requires revenue growth at a cumulative growth rate (“CAGR”) of 10%, 12.5% and 15%, respectively, over revenues for the year ended December 31, 2023. The PSUs also include a total shareholder return (“TSR”) modifier that requires (a) the Company’s TSR over the performance period to be at or above the 50th percentile as compared to the Russell 2000 Index for the PSUs to be earned at over 100% and (b) applies a prorated TSR modifier of up to 120% if the Company’s TSR percentile is above 50%. All of the PSUs require recipients to continue employment with the Company through the vesting date, which will occur upon approval of the results with respect to the established targets by the Committee after December 31, 2026, but no later than March 15, 2027. The total shareholder return (“TSR”) is calculated as the average trading price of the Company’s common stock during the final 20 trading days of 2026, adjusted for dividends paid on the Company’s common stock, less the average trading price during the final 30 trading days of 2023. In connection with her promotion in 2024 Ms. Maersk-Moller received a grant of PSUs that vest based on and to the extent that stipulated cumulative revenue growth targets over a three-year performance period are achieved. Achievement of the performance goals allows for vesting of 50%, 100% and 150% (based on threshold, target or excellent performance) of the PSUs granted. If performance is below threshold, the PSUs do not vest. Performance at the threshold, target and excellence levels for the three year period ended December 31, 2026 requires revenue growth at a CAGR of 5%, 10% and 15%, respectively, over revenues for the year ended December 31, 2023. The PSUs granted to Ms. Maersk-Moller in connection with her promotion do not include a TSR modifier.

  24. Executive Pay Mix in 2024

    Executive Pay Mix in 2024 The following chart provides a summary of the mix of compensation earned by or granted to our CEO in 2024: The following chart provides a summary of the mix of compensation earned by or granted to our Non-CEO NEOs on average in 2024: Annual Incentive The annual cash bonuses for 2024 were based on Company performance with respect to net sales (35%) and Adjusted EBITDA (35%) goals and identified commercial, research and development and operational goals (30%), all of which were set at the beginning of 2024. A summary of the net sales and Adjusted EBITDA goals and achievement are set forth below:

  25. Executive Pay Mix in 2024

    | | Targets (in thousands) | | | Payout | | | Attainment | | | | | Threshold | Target | Exceeds | Threshold | Target | Exceeds | $ | % | Payout | | Net sales | $329,400 | $366,000 | $384,300 | 50% | 100% | 150% | $348,879 | 95% | 77% | | Adjusted EBITDA | $66,400 | $83,000 | $99,600 | 50% | 100% | 150% | $76,440 | 92% | 80% |

  26. Executive Pay Mix in 2024

    The net sales attainment was below the target level, achieving 95% of target attainment for this metric. This level of attainment resulted in a payout of 77% with respect to the net sales goal. The Adjusted EBITDA goal attainment was below the target level, achieving a 92% attainment for this metric. This level of attainment resulted in a payout of 80% with respect to the Adjusted EBITDA goal. The commercial/research/operational goals were attained resulting in an 100% attainment for this metric. The overall Company performance with respect to these goals was therefore at the 85% level. The Committee reviewed other achievements and factors related to the year but following this review chose not to exercise the Committee’s discretion to recommend up or down modifications with respect to the Company’s calculated bonus achievement for 2024. As a result, the Committee recommended and the Board approved that each of our currently serving NEOs received annual cash bonuses at 85% of their respective target bonus opportunities. Equity Awards As further discussed below, Mr. Capper was not eligible for an equity grant in 2024 under the terms of his January 2023 Letter Agreement. Only one of our currently serving NEOs, Mr. Hulse, met the continuous service condition required for vesting of our standard PSU grants from 2022. With respect to the 2022 PSU grants, the Committee reviewed the Company’s results compared to performance targets set in the 2022 PSU and determined that the vesting had been achieved at 129%, and therefore paid out a final award to Mr. Hulse in the amount of 76,510 shares. Ms. Maersk-Moller received special grants in connection with her promotion as detailed below.

  27. Policies and Practices Related to the Timing of Grants of Certain Equity Awards

    Policies and Practices Related to the Timing of Grants of Certain Equity Awards The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, the Compensation Committee’s practice is to approve them at its meeting in February or March of each year as part of the annual compensation review and after results for the preceding fiscal year become available. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or promotions. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”) nor does the Company time the release of MNPI based on equity grant dates.

  28. Hedging, Pledging and Insider Trading

    Hedging, Pledging and Insider Trading Our Insider Trading Policy applies to all officers, directors and employees of MIMEDX as well as designated consultants and expressly bars ownership of financial instruments or participation in investment strategies that hedge the economic risk of owning our equity securities, such as prepaid variable forwards, equity swaps, collars and exchange funds. Our Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. Directors, officers and other employees are prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. In addition, we prohibit our executive officers, directors and employees from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit, and maintain a quarterly black-out period during which applicable individuals may not trade. Exceptions to black-out and pre-clearance restrictions exist for sales to cover tax withholding obligations upon vesting of equity awards. Our executive officers and members of our Board are permitted to enter into trading plans that are intended to comply with the requirements of Exchange Act Rule 10b5-1 so they may make predetermined trades of our stock.

  29. Summary Compensation Table (2024, 2023 and 2022)

    Summary Compensation Table (2024, 2023 and 2022)

  30. Summary Compensation Table (2024, 2023 and 2022)

    | Name and Principal Position | Period | Salary | Bonus | Stock Awards ($)1 | | Stock Options ($)2 | Non-Equity Incentive Plan Compensation Awards3 | All Other Compensation4 | | Total | | | Joseph H. Capper5 | 2024 | $750,000 | $— | $— | 6 | $— | $637,500 | $2,359 | | $1,389,859 | | | Chief Executive Officer | 2023 | $677,885 | $— | $12,210,000 | | $7,000,000 | $859,375 | $9,086 | | $20,756,346 | 7 | | Doug Rice8 | 2024 | $540,000 | $— | $1,124,866 | | $348,885 | $275,400 | $102,825 | 9 | $2,391,976 | | | Chief Financial Officer | 2023 | $255,462 | $— | $1,669,248 | | $605,360 | $202,500 | $12,505 | | $2,745,075 | 7 | | William F. Hulse IV10 | 2024 | $546,000 | $— | $1,137,353 | | $352,760 | $292,383 | $73,455 | | $2,401,951 | | | General Counsel and Chief Administrative Officer | 2023 | $541,962 | $— | $953,621 | | $— | $409,500 | $8,129 | | $1,913,212 | | | | 2022 | $520,192 | $— | $1,099,999 | | $— | $148,967 | $8,205 | | $1,777,363 | | | Ricci S. Whitlow11 | 2024 | $540,000 | $— | $1,124,866 | | $348,885 | $275,400 | $5,125 | | $2,294,276 | | | EVP & Chief Operating Officer | 2023 | $527,538 | $50,000 | $2,138,399 | | $— | $405,000 | $11,423 | | $3,132,360 | | | Kimberly Maersk-Moller12 | 2024 | $474,923 | $— | $3,073,758 | | $193,823 | $242,211 | $3,779 | | $3,988,494 | | | Chief Commercial Officer | | | | | | | | | | | |

  31. Summary Compensation Table (2024, 2023 and 2022)

    | 1 | Represents the aggregate grant date fair value of awards of restricted stock units and performance stock units made in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all stock awards made to NEOs in Note 11 to the Consolidated financial statements included in the 2024 Annual Report. The RSU awards granted during 2024 generally vest in a single tranche on the third anniversary of the grant date. For Messrs. Rice, Hulse and Whitlow, $620,201, $627,087 and $620,201, respectively, of this amount represents the aggregate grant date fair value of PSUs granted in 2024, and the grant date fair value of such awards was computed based on achievement of the target level of performance. The value of the PSUs that may be earned pursuant to such awards assuming the highest level of performance that may be achieved (150% of target) would have been $930,301, $940,630 and $930,301 for Messrs. Rice, Hulse and Whitlow, respectively. The PSUs granted in 2024 vest based on the achievement of specific performance targets and also require the recipient to provide continuous service generally for a period of three years from the grant date. As such, number of PSUs that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance targets. | | 2 | Represents the aggregate grant date fair value of awards of stock options made in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all stock awards made to NEOs in Note 11 to the consolidated financial statements included in the 2024 Annual Report. The stock options granted in 2024 vest ratably annually over a four-year period and also require the recipient to provide continuous service. | | 3 | Represents annual bonuses paid under the Management Incentive Plan for each year. | | 4 | Includes the following amounts: 401(k) matches for 2024 for Mr. Capper - $2,359, Mr. Rice - $8,287, Mr. Hulse - $8,190, Ms. Whitlow - $5,125, and Ms. Maersk-Moller - $3,077; housing allowances for Mr. Rice - $92,458 and Mr. Hulse - $65,265; and employer health savings account contributions for Mr. Rice - $2,080. | | 5 | Joseph H. Capper has served as Chief Executive Officer since January 27, 2023. | | 6 | Mr. Capper was not eligible to participate in the Company’s Long-Term Incentive Plan in 2024 under the terms of his January 2023 Letter Agreement. | | 7 | The total compensation amount for Messrs. Capper and Rice for fiscal year 2023 has been revised to correct an arithmetic error in summing the total compensation amount, the components of which—salary, stock awards, option awards non-equity incentive plan compensation and all other compensation—were previously reported correctly. | | 8 | Doug Rice has served as Chief Financial Officer since July 5, 2023. | | 9 | Reflects housing allowance of $92,458, employer health savings account contributions of $2,080, and 401(k) match of $8,287. | | 10 | William F. Hulse IV has served as General Counsel and Secretary since December 2019. He was named General Counsel and Chief Administrative Officer in April 2022. | | 11 | Ricci S. Whitlow has served as Executive Vice President and Chief Operating Officer since January 3, 2023. | | 12 | Kimberly Maersk-Moller has served as Chief Commercial Officer since June 24, 2024. |

  32. Grants of Plan-Based Awards For 2024

    Grants of Plan-Based Awards For 2024 The following table provides information regarding grants of plan-based awards to the Company’s NEOs during 2024.

  33. Grants of Plan-Based Awards For 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Units3 | All Other Option Awards: Number of Securities Underlying Options4 | Exercise or base price of option awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards5 | | | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Joseph H. Capper6 | | | 375,000 | | 750,000 | | 1,500,000 | | | | | | | | | Doug Rice | 3/1/2024 | | 162,000 | | 324,000 | | 1,080,000 | 33,416 PSUs | 66,832 PSUs | 120,298 PSUs | — | — | $— | $702,645 | | | 3/1/2024 | | | | | | | | | | 58,478 RSUs | — | $— | $504,665 | | | 3/1/2024 | | | | | | | | | | — | 70,755 | $4.93 | $348,885 | | William F. Hulse IV | 3/1/2024 | | 163,800 | | 327,600 | | 1,092,000 | 33,787 PSUs | 67,574 PSUs | 121,633 PSUs | | — | $— | $710,446 | | | 3/1/2024 | | | | | | | | | | 59,127 RSUs | — | $— | $510,266 | | | 3/1/2024 | | | | | | | | | | | 71,541 | $4.93 | $352,760 | | Ricci S. Whitlow | 3/1/2024 | | 162,000 | | 324,000 | | 1,080,000 | 33,416 PSUs | 66,832 PSUs | 120,298 PSUs | — | — | $— | $702,645 | | | 3/1/2024 | | | | | | | | | | 58,478 RSUs | — | $— | $504,665 | | | 3/1/2024 | | | | | | | | | | | 70,755 | $4.93 | $348,885 | | Kimberly Maersk-Moller | 3/1/2024 | | 162,000 | | 324,000 | | 1,080,000 | 18,565 PSUs | 37,129 PSUs | 66,832 PSUs | — | — | $— | $390,359 | | | 3/1/2024 | | | | | | | | | | 32,488 RSUs | — | $— | $280,371 | | | 3/1/2024 | | | | | | | | | | | 39,308 | $4.93 | $193,823 | | | 12/10/2024 | | | | | | | 62,791 PSUs | 125,581 PSUs | 226,046 PSUs | | — | $— | $1,566,221 | | | 12/10/2024 | | | | | | | | | | 125,581 RSUs | — | $— | $1,224,415 |

  34. Grants of Plan-Based Awards For 2024

    | 1 | Represents the annual incentive opportunity under the Management Incentive Plan for 2024. Actual amounts paid for 2024 are included in the Summary Compensation Table. | | 2 | Represents performance stock unit awards granted under the 2016 Plan. The PSUs vest based on the achievement of specific performance targets and also require the recipient to provide continuous service generally for a period of three years from the grant date. | | 3 | Represents restricted stock unit awards granted under the 2016 Plan. The RSUs generally vest on the third anniversary date of the date of grant, with the exception of Ms. Maersk-Moller's grant on December 10, 2024, which will vest in three equal tranches on June 24, 2025, 2026 and 2027. | | 4 | The options vest ratably over a four-year period and also require the recipient to provide continuous service. | | 5 | The amounts shown reflect the grant date fair market values of the awards computed in accordance with FASB ASC Topic 718 “Compensation-Stock compensation” and correspond to the aggregate values disclosed in the “Stock Awards” and “Stock Options” columns in the Summary Compensation Table. | | 6 | Joseph H. Capper did not receive a grant pursuant to any stock plan during 2024. |

  35. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table shows the number of shares covered by unvested equity awards held by the Company’s NEOs on December 31, 2024.

  36. Outstanding Equity Awards as of December 31, 2024

    | | Stock Awards | | | | | | | | | | | | Name | Number of securities underlying unexercised options unexercisable (#) | | Equity incentive plan awards: number of securities underlying unexercised unearned options (#)1 | Price | Exp. date | Number of shares or units of stock that have not vested (#) | | Market value of shares or units of stock that have not vested (#)2 | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested | | Joseph H. Capper | 3,300,000 | 3 | — | $3.70 | 1/27/2030 | 3,300,000 PSUs | 4 | $31,746,000 | — | | $— | | Doug Rice | 70,500 | 5 | — | 6.44 | 7/5/2030 | 64,800 RSUs | 6 | 623,376 | 58,478 RSUs | | $562,558 | | | — | | 70,755 | 8.63 | 3/1/2031 | 162,000 PSUs | 7 | $1,558,440 | 66,832 PSUs | | $642,924 | | William F. Hulse IV | — | | 71,541 | 8.63 | 3/1/2031 | — | | — | 218,007 PSUs | 8 | $2,097,227 | | | | | | | | — | | — | 209,562 RSUs | 9 | $2,015,986 | | Ricci S. Whitlow | — | | 70,755 | 8.63 | 3/1/2031 | — | | — | 66,832 PSUs | 10 | $642,924 | | | | | | | | — | | — | 367,050 RSUs | 11 | $3,531,021 | | Kimberly Maersk-Moller | — | | 39,308 | 8.63 | 3/1/2031 | — | | — | 191,273 PSUs | 12 | $1,840,046 | | | | | | | | — | | — | 204,999 RSUs | 13 | $1,972,090 |

  37. Outstanding Equity Awards as of December 31, 2024

    | 1 | Options listed here are scheduled to vest in four, generally equal tranches on each of March 1, 2025, 2026, 2027, and 2028. | | 2 | Calculated based on a closing stock price of $9.62 on December 31, 2024. | | 3 | 300,000 options vested on January 27, 2025. Up to an additional 1,200,000 options may vest immediately upon the achievement of specified share price goals. 300,000 are scheduled to vest on each of January 27, 2026 and January 27, 2027. Up to an additional 600,000 options may vest on each of those dates based upon the achievement of specified share price goals. | | 4 | 3,300,000 PSUs are scheduled to vest in March 2027, subject to attainment of performance vesting criteria. | | 5 | 23,500 options are scheduled to vest on each of July 5, 2025, July 5, 2026 and July 5, 2027. | | 6 | 32,400 RSUs are scheduled to vest on each of July 5, 2025 and July 5, 2026. | | 7 | 162,000 PSUs are scheduled to vest in March 2026, subject to attainment of performance vesting criteria. | | 8 | 76,510 PSUs vested in March 2025. 90,909 and 67,574 are scheduled to vest in March 2026 and March 2027, respectively, subject to attainment of performance vesting criteria. | | 9 | 45,455 RSUs vested on March 13, 2025. 19,841 RSUs vested on each of April 8, 2025 and April 23, 2025. 19,843 RSUs and 45,455 RSUs are scheduled to vest on May 8, 2025 and March 13, 2026, respectively. | | 10 | 66,832 PSUs are scheduled to vest in March 2027, subject to attainment of performance vesting criteria. | | 11 | 154,286 RSUs vested on February 13, 2025. 154,286 and 58,478 will vest on February 13, 2026 and March 1, 2027, respectively. | | 12 | 28,563 and 162,710 PSUs are scheduled to vest in March 15, 2026 and March 15, 2027, respectively, subject to attainment of performance vesting criteria. | | 13 | 32,648 RSUs vested from January 1 through April 30, 2025. 41,860, 41,860 and 41,861 RSUs will vest on each of June 24, 2025, June 24, 2026 and June 24, 2027, respectively. 14,282 will vest on March 13, 2026. 32,488 RSUs will vest on March 1, 2027. |

  38. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table provides information concerning each exercise of stock options and each vesting of RSUs during 2024, on an aggregated basis with respect to each of the Company’s NEOs.

  39. 2024 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Securities Acquired on Vesting | Value Realized on Vesting | | Joseph H. Capper | — | $— | | Doug Rice | 32,400 | $219,996 | | William F. Hulse IV | 138,079 | $1,043,705 | | Ricci S. Whitlow | 154,285 | $1,247,008 | | Kimberly Maersk-Moller | 41,910 | $336,731 |

  40. 2024 Option Exercises and Stock Vested Table

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

  41. 2024 Potential Payments Upon Termination Or Change In Control

    2024 Potential Payments Upon Termination Or Change In Control This section describes additional payments that the Company would make to the NEOs assuming a hypothetical termination of employment occurred on December 31, 2024 under various scenarios.

  42. No-Cause Termination

    No-Cause Termination The Company entered into an Executive Retention Agreement with each NEO that provides for compensation to the executive in the event the executive’s employment with the Company is terminated involuntarily without “Cause” (as defined in the agreement), or if the executive voluntarily terminates employment for “Good Reason” (as defined in the agreement) prior to a “change-in-control.” The compensation payable under the agreements is a lump sum severance payment equal to a multiple of the executive’s annual base salary and target base bonus: in Mr. Capper’s case, 2 times, and in the case of the other NEOs, 1.25 times. In addition, following termination of employment under such circumstances, each NEO is entitled to receive health insurance coverage (subject to a COBRA election, and a periodic cash payment for 18 months), and certain other fringe benefits equivalent to those in effect at the date of termination for a period of 24 months in the case of Mr. Capper and 15 months in the case of the other NEOs.

  43. Change-in-Control

    Change-in-Control The Executive Retention Agreements with the NEOs provide for compensation to the executive in the event the executive’s employment with the Company is terminated upon or within one year following the consummation of a “change-in-control” for reasons other than the executive’s death, disability or for “Cause” (as defined in the respective agreements), or if the executive voluntarily terminates employment for “Good Reason” (as defined in the respective agreements). The compensation payable under the agreements is a lump sum severance payment equal to a multiple of the executive’s annual base salary and target base bonus as of the date of the change-in-control: Mr. Capper, 2 times, and the other NEOs, 1.5 times. In addition, following termination of employment, these executives are entitled to receive health insurance coverage (subject to a COBRA election and a periodic cash payment for 18 months), and certain other fringe benefits equivalent to those in effect at the date of termination for a period of 24 months in the case of Mr. Capper and a period of 18 months in the case of the other NEOs.

  44. Equity Awards

    Equity Awards Generally, unvested equity awards vest fully upon an NEO’s death or disability. Upon a “change in control,” as defined in the 2016 Plan, and subject to any requirements of Section 409A of the Internal Revenue Code of 1986, as amended, if the NEO’s employment terminates within 24 months following a change of control, as defined in the 2016 Plan, other than for cause, then the awards will vest upon such termination, provided that the awards were continued, assumed, or substituted in the transaction; if no written provision is made for continuance, assumption or substitution of the awards, then the Compensation Committee has discretion to (1) terminate such awards without payment, (2) terminate such awards in exchange for a payment equal to the fair market value of such awards on the date of the change in control, or (3) accelerate the vesting of the awards or take such other actions as the Committee determines to be reasonable under the circumstances to permit the NEO to realize the value of the awards.

  45. PSU Agreements

    PSU Agreements Mr. Capper’s PSU Agreement provides that the vesting of his PSUs will accelerate upon a Change in Control of the Company occurring prior to the end of the performance period and while Mr. Capper is in continuous service as follows: since Mr. Capper has been employed by the Company for at least one year prior to the Change in Control, the PSUs will vest, measured at target (or actual performance, if higher). Each other NEO’s PSU Agreement provides that his or her PSUs will vest at the target level (or actual performance, if higher) and accelerate upon a termination of employment without Cause or a termination by such NEO for Good Reason within two years following a Change in Control of the Company occurring prior to the end of the performance period and while such NEO is in continuous service.

  46. RSU Agreements

    RSU Agreements Each NEO’s RSU Agreement provides that vesting of his or her RSUs will accelerate upon a termination of employment without Cause or a termination of employment by such NEO for Good Reason within two years following a Change in Control of the Company occurring prior to the end of the vesting period and while such NEO is in continuous service.

  47. Option Agreements

    Option Agreements Mr. Capper’s Non-Qualified Stock Option Agreement provides that vesting of the Option will accelerate upon a Change in Control of the Company, to the extent actual performance was achieved, subject to the recipient’s continued employment on the date of the Change in Control (except if Mr. Capper’s employment is terminated without Cause or for Good Reason within three months prior to the Change in Control) as follows: since Mr. Capper has been employed by the Company for at least one year prior to the Change in Control, the Option will vest measured at actual performance. If Mr. Capper’s employment is terminated by the Company without Cause or Mr. Capper terminates his employment for Good Reason, the Option will vest and become exercisable to the extent the share price performance goals were attained during Mr. Capper’s employment. The Option includes a one year post-termination exercise period, to the extent vested, and will expire on February 1, 2030. Each other NEO’s Non-Qualified Stock Option Agreement provides that his or her Options will vest upon a termination of employment without Cause or a termination of employment by such NEO for Good Reason within two years following a Change in Control of the Company occurring prior to the end of the vesting period and while such NEO is in continuous service. The table below details the payments and benefits to which the NEOs would have been entitled under each termination of employment and Change in Control scenario, assuming the triggering event occurred on December 31, 2024. On that date, the closing stock price was $9.62. The actual amounts that may be payable to any NEO on a separation from the Company can only be determined at the time of the actual separation and may differ from the amounts set forth in the tables below based on various factors. Please also see the notes below the table below for additional information.

  48. Option Agreements

    | Executive | Involuntary Without Cause or Voluntary for Good Reason | | Involuntary Without Cause or Voluntary for Good Reason after Change in Control | | | Death or Disability | | | Joseph H. Capper | | | | | | | | | cash severance | | 3,000,000 | | 3,000,000 | | $— | | | estimated benefits | 50,169 | | 50,169 | | | — | | | estimated value of accelerated equity awards | — | | 44,275,088 | | 1 | — | 2 | | TOTAL | | 3,050,169 | | 47,325,257 | | $— | | | Doug Rice | | | | | | | | | cash severance | | 1,080,000 | | 1,296,000 | | $— | | | estimated benefits | 32,016 | | 38,419 | | | — | | | estimated value of accelerated equity awards | — | | 3,681,536 | | | 3,681,536 | | | TOTAL | | 1,112,016 | | 5,015,955 | | $3,681,536 | | | William F. Hulse IV | | | | | | | | | cash severance | | 1,092,000 | | 1,310,400 | | $— | | | estimated benefits | 48,224 | | 57,869 | | | — | | | estimated value of accelerated equity awards | — | | 4,184,039 | | | 4,184,039 | | | TOTAL | | 1,140,224 | | 5,552,308 | | $4,184,039 | | | Ricci S. Whitlow | | | | | | | | | cash severance | | 1,012,500 | | 1,215,000 | | $— | | | estimated benefits | 29,132 | | 34,959 | | | — | | | estimated value of accelerated equity awards | — | | 4,243,992 | | | 4,243,992 | | | TOTAL | | 1,041,632 | | 5,493,951 | | $4,243,992 | | | Kimberly Maersk-Moller | | | | | | | | | cash severance | | 1,080,000 | | 1,296,000 | | $— | | | estimated benefits | | — | | — | | $— | | | estimated value of accelerated equity awards | | — | | 3,851,052 | | $3,851,052 | | | TOTAL | | 1,080,000 | | 5,147,052 | | $3,851,052 | |

  49. Option Agreements

    | 1 | Reflects the value of 3,300,000 PSUs and 2,116,400 Options which would vest, assuming the Change in Control was consummated at a price equal to $9.62 per share, the closing stock price on December 31, 2024. | | 2 | Mr. Capper’s options would not vest in this scenario, and 3,300,000 of his PSUs would be eligible to vest, but only if the performance conditions were ultimately met. |

  50. Option Agreements

    For each NEO, the cash severance amounts include (a) annual base salary as of December 31, 2024, plus (b) annual targeted bonus for the year ended December 31, 2024, times the multiple applicable to the NEO. The payments after a change of control are payable only in the event the executive’s employment is terminated by the Company without cause or by the executive for “good reason” within one year following a change in control. The estimated benefits include the estimated value of medical and dental insurance. The estimated value of accelerated equity awards includes the value of unvested RSUs and PSUs based on the December 31, 2024 closing stock price, the vesting of which is deemed accelerated to December 31, 2024. As noted above, awards vest upon a change in control only at the Committee’s discretion or, if assumed in the transaction upon termination of employment without cause, except in the case of Mr. Capper, in which case the awards would automatically vest upon a change in control.

  51. PROPOSAL 2—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

    PROPOSAL 2—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION In accordance with Section 14A of the Exchange Act, we are providing shareholders with the opportunity to vote on an advisory resolution, commonly known as a “say-on-pay” proposal, to approve the compensation of the Company’s NEOs as disclosed in the CD&A, the compensation tables, and the accompanying narrative disclosures, (see page 17): RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement under the section captioned “Executive Compensation,” including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosures. The Compensation Committee is responsible for evaluating and determining the compensation paid to the Company’s NEOs. All components of compensation for the NEOs are then recommended by the Compensation Committee for approval by the Board. As described above in detail in the CD&A, the compensation tables and the accompanying narrative disclosures, the Company’s executive compensation philosophy is based on the belief that competitive compensation is essential to attract and retain highly-qualified executives and motivate them to achieve the Company’s operational and financial goals. The Company’s compensation components seek to reward effective performance relative to the Company’s near-term plans and objectives, promote longer-term focus and help retain key contributors and align the interests of the Company’s executives and shareholders. The Company conducted an advisory say-on-pay vote at the 2024 annual meeting of shareholders, where 74.13% of the votes cast were in favor of the proposal. The Board and the Committee have considered this advisory vote result, together with the other factors and data discussed in the CD&A in connection with its determination of compensation policies and decisions. The Board and the Committee also considered input received from shareholders, and advice from expert advisors on market trends and other matters. The Committee and the Board determined in 2024 to continue to further strengthen the pay for performance and shareholder interest alignment of the Company’s compensation policies, with 40% of the NEO incentive compensation grants comprised of performance stock units and 25% comprised of stock options in 2024, in addition to the 35% comprised of time-vesting restricted stock units. The Committee and the Board will continue to consider expert advice and shareholder input when making future decisions about executive compensation. The Company has previously determined that its shareholders should vote on an advisory say-on-pay proposal every year, consistent with the recommendation of the Board and the preference expressed by the Company’s shareholders in the advisory vote taken at the 2019 annual meeting of shareholders. At the Annual Meeting, shareholders will have an opportunity to vote on the frequency with which the Company will hold future advisory say-on-pay votes. Refer to “Proposal 5—Advisory Approval of Frequency of Vote on Executive Compensation,” discussed below.

  52. DIRECTOR COMPENSATION

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

  53. Equity Compensation

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

  54. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION The following table provides information concerning compensation of the Company’s non-employee directors who served in 2024.

  55. 2024 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | | Stock Awards1 | | Total | | | M. Kathleen Behrens | | 130,500 | | 171,374 | | 301,874 | | James L. Bierman | 63,000 | | 171,374 | | 234,374 | | | William A. Hawkins | 54,500 | | 171,374 | | 225,874 | | | Cato T. Laurencin | 61,125 | | 171,374 | | 232,499 | | | K. Todd Newton | 64,500 | | 171,374 | | 235,874 | | | Tiffany P. Olson | 27,333 | | 214,221 | | 241,554 | | | Dorothy E. Puhy | 28,167 | | 214,221 | | 242,388 | | | Martin P. Sutter2 | — | | — | | — | |

  56. 2024 DIRECTOR COMPENSATION

    | 1 | The amounts shown reflect the grant date fair market values of the awards computed in accordance with FASB ASC Topic 718, “Compensation-Stock compensation.” We provide information regarding the assumptions used to calculate the value of all stock awards made to members of our Board of Directors in Note 11 to the consolidated financial statements included in the 2024 Annual Report. | | 2 | Mr Sutter has declined all compensation as a non-employee director. |

  57. 2024 DIRECTOR COMPENSATION

    The following table provides information concerning the number of unvested securities held by each director as of December 31, 2024.

  58. 2024 DIRECTOR COMPENSATION

    | Name | RSUs | | M. Kathleen Behrens | 23,190 | | James L. Bierman | 23,190 | | William A. Hawkins | 23,190 | | Cato T. Laurencin | 23,190 | | K. Todd Newton | 23,190 | | Tiffany P. Olson | 28,988 | | Dorothy E. Puhy | 28,988 | | Martin P. Sutter | — |

  59. CEO PAY RATIO

    CEO PAY RATIO In 2024, we paid total annual compensation to our median employee of $100,298. The total compensation paid in 2024 to our CEO, Mr. Capper, was $1,389,859. Based on this information, for 2024, the ratio of the annual total compensation of our CEO to the median employee’s annual total compensation was 14 to 1, which is calculated consistent with the SEC regulation and is based on our records and the methodology described below. The ratio decreased from 2023 due to the significant, one-time sign-on equity awards received by Mr. Capper in 2023. Mr. Capper did not receive an equity award in 2024, which caused the decrease in his total compensation compared to 2023. Refer to the Summary Compensation Table above for details. For 2024 we determined our median employee using all income as shown in Form W-2 box 1 for all employees other than the CEO, annualized for the portion of the year that each individual was an employee of the Company, based on information as of December 31, 2024. As permitted by SEC rules, (i) we excluded all seven non-U.S. employees as of December 31, 2024 in determining the median employee. Of the seven non-US employees, six were located in Japan and one in Canada. The total number of U.S. and non-U.S. employees as of December 31, 2024 was 842.

  60. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table summarizes the total compensation paid to our NEOs versus the performance of the Company for the fiscal years ended December 31, 2024, 2023, 2022, 2021, and 2020. Amounts in this table for 2023 have been revised in this proxy statement to reflect the accurate Summary Compensation Table total amounts for our PEO and non-PEO NEOs for 2023.

  61. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total For | | | Compensation Actually Paid To | | | | | | | | | | | Year | Joseph H. Capper | K. Todd Newton1 | Timothy Wright2 | Joseph H. Capper | K. Todd Newton | Timothy Wright. | Average Summary Compensation Table Total for Non-PEO NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | | Net Income (Loss) (Thousands) | Net Sales (Thousands) | | | | | | | | | | | TSR | Previous Comp Peer Group TSR4 | Current Comp Peer Group TSR | | | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (g) | (h) | (i) | | 2024 | $1,389,859 | $— | $— | $5,120,182 | $— | $— | $2,769,174 | $2,054,675 | $126.91 | $51.30 | $92.85 | $42,419 | $348,879 | | 2023 | $20,756,346 | $295,288 | $— | $36,934,116 | $487,288 | $— | $2,523,613 | $3,876,089 | $115.70 | $46.80 | $78.58 | $58,228 | $321,477 | | 2022 | $— | $1,172,121 | $4,810,234 | $— | $1,040,121 | $(2,292,965) | $1,773,574 | $796,402 | 36.68 | 48.02 | 79.45 | $(30,197) | $267,841 | | 2021 | $— | $— | $4,817,299 | $— | $— | $2,226,051 | $1,798,504 | $1,220,083 | 79.68 | 70.25 | 116.32 | $(10,285) | $258,615 | | 2020 | $— | $— | $4,730,002 | $— | $— | $6,303,611 | $1,540,754 | $1,966,280 | $119.79 | $76.37 | $128.90 | $(49,284) | $248,234 |

  62. PAY VERSUS PERFORMANCE

    | 1 | Mr. Newton served as our Interim Chief Executive Officer from September 2022 until January 2023. | | 2 | Mr. Wright served as our Chief Executive Officer from May 2019 until September 2022. | | 3 | The names of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: | | | (i) for 2024: Mr. Rice, Mr. Hulse, Ms. Whitlow and Ms. Maersk-Moller; | | | (ii) for 2023: Mr. Rice, Mr. Hulse, Ms. Whitlow and Peter M. Carlson (our former Chief Financial Officer); | | | (iii) for 2022, 2021, and 2020: Mr. Carlson, Mr. Hulse, Dr. Robert Stein (our former President, Regenerative Medicine) and Dr. Rohit Kashyap (our former President, Wound Care & Surgical). | | 4 | The Previous Comp Peer Group TSR, as presented above, reflects the correction of an error in previously-filed Proxy Statements. |

  63. PAY VERSUS PERFORMANCE

    The following table summarizes the differences between the Summary Compensation Table and the Compensation Actually Paid for Messrs. Capper, Newton and Wright, as well as the Summary Compensation Table and the Compensation Actually paid to our NEOs:

  64. PAY VERSUS PERFORMANCE

    | | | | Increase (Decrease) due to | | | | Name | Year | Summary Compensation Table Total | Changes in Fair Value of Share-Based Payment Awards | Forfeiture of Share-Based Payment Awards | Compensation Actually Paid | | Joseph H. Capper | 2024 | $1,389,859 | $3,730,323 | $— | $5,120,182 | | | 2023 | $20,756,346 | $16,177,770 | $— | $36,934,116 | | K. Todd Newton | 2023 | $295,288 | $192,000 | $— | $487,288 | | | 2022 | $1,172,121 | $(132,000) | $— | $1,040,121 | | Timothy Wright | 2022 | $4,810,234 | $(889,452) | $(6,213,747) | $(2,292,965) | | | 2021 | $4,817,299 | $(2,591,248) | $— | $2,226,051 | | | 2020 | $4,730,002 | $1,573,609 | $— | $6,303,611 | | Non-PEO NEOs | 2024 | $2,769,174 | $(714,499) | $— | $2,054,675 | | | 2023 | $2,523,613 | $1,522,212 | $(169,736) | $3,876,089 | | | 2022 | $1,773,574 | $(977,172) | $— | $796,402 | | | 2021 | $1,798,504 | $(578,421) | $— | $1,220,083 | | | 2020 | $1,540,754 | $425,526 | $— | $1,966,280 |

  65. PAY VERSUS PERFORMANCE

    The table above shows the relationships between the executive compensation actually paid to the PEOs and our other non-PEO NEOs and our TSR, in general declining as the TSR declined and increasing as the TSR increased, with exceptions largely reflecting one-time sign-on grants of equity awards and lump sum severance payments, among other items. In line with our Compensation Peer Group TSR, our TSR declined from 2020 to 2022, reflecting the market’s reaction to the end of FDA enforcement discretion in May 2021, resulting in our inability to sell certain of our products in the United States, and our unsuccessful Phase 2b KOA clinical trial, as well as poor market conditions for our peers generally. However, in 2023, the Company’s TSR increased substantially, as the The Company made a number of changes that strengthened and focused the business, beginning in the latter part of 2022 and continuing through 2024. These changes included: •the appointment of several members of senior management, including a new CEO, CFO, and COO; •the strategic realignment of the business, resulting in the disbanding of our Regenerative Medicine business unit and the suspension of all activities related to our KOA program; •strong commercial execution across all of our sites-of-service, with contributions across our Wound & Surgical product lines; •the launch of new products to help drive growth in Wound & Surgical, including EPIEFFECT and AMNIOEFFECT; and •a focus on improving the financial profile of the business,with a particular focus on reduction of general & administrative expenses and making additional changes that would enhance the profitability and free cash flow of the Company. As discussed in the Compensation Governance section above, the Compensation Committee modified the peer group in 2024 for compensation decisions. The change reflects changes to the Company’s business resulting from the June 2023 announcement of the elimination of the Company’s Regenerative Medicine business and to better align the peer group with the Company’s business operations and therapeutic focus. As a result of the accomplishments made during this period, our executive compensation increased in parallel. The following table presents the financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs to the Company performance. The measures in this table are not ranked.

  66. PAY VERSUS PERFORMANCE

    | Important Financial Performance Measures | | Net Sales | | Adjusted EBITDA | | R&D Goals |

  67. PAY VERSUS PERFORMANCE

    Net Sales – Our net sales increased from 2020 to 2022, but not at the target levels we had set for ourselves, and this was reflected in the lower executive compensation actually paid over that same three-year period. However, net sales grew substantially in 2023 as described above, and our executive compensation increased in parallel. In 2024, we once again grew our net sales, with contributions from both our Wound & Surgical product portfolios. Adjusted EBITDA – Our Adjusted EBITDA declined from 2020 to 2022, which was expected due, in part, to the end of enforcement discretion as mentioned above, along with other expenses, including higher general and administrative expenses as well as costs associated with the clinical trial and related research and development that we stopped pursing in 2023. However, Adjusted EBITDA grew substantially in 2023 as described above, and our executive compensation increased in parallel. In 2024, we continued to deliver a healthy improvement in our Adjusted EBITDA as stronger sales growth and continued expense management resulted in a year-over-year improvement in this profitability metric. R&D Goals – The Company also set several R&D goals for the business in order to continue to bring new products to the market. In late 2022, we were able to successfully launch two such products for our Wound & Surgical business, and in 2023 and 2024, we also introduced new products to continue our portfolio expansion. We continue to invest in R&D activities with the aim of continuing to innovate, resulting in the launches of additional products in future periods. Our net income and loss variations from 2020 to 2022 were more reflections of the end of FDA enforcement discretion and other factors, and therefore had less impact on our executive compensation actually paid. However, net income grew in 2023 as described above, and our executive compensation increased in parallel. In 2024, our net income declined sequentially, primarily due to a one-time tax benefit recognized in 2023, which did not recur in 2024. Excluding this one time impact, our net income in 2024 remained very healthy, particularly compared to prior years.

  68. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table provides information about the Company’s equity compensation plans as of December 31, 2024.

  69. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | Equity compensation plans approved by security holders1 | 17,500 | $10.03 | 9,569,352 | | Equity compensation plans not approved by security holders2 | 323,500 | 3.90 | — | | Total | 341,000 | $4.21 | 9,569,352 |

  70. EQUITY COMPENSATION PLAN INFORMATION

    | 1 | Includes the Company’s 2016 Plan and the MiMedx Group, Inc. Assumed 2006 Stock Incentive Plan. | | 2 | Includes options granted to Messrs. Capper and Rice as an inducement to their hiring. |

  71. PROPOSAL 4—APPROVAL OF THE AMENDMENT OF THE COMPANY’S 2016 EQUITY AND CASH INCENTIVE PLAN

    PROPOSAL 4—APPROVAL OF THE AMENDMENT OF THE COMPANY’S 2016 EQUITY AND CASH INCENTIVE PLAN THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT AND RESTATEMENT OF THE 2016 CASH AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE The MiMedx Group, Inc. 2016 Equity and Cash Incentive Plan (as previously amended and restated, the “Plan”) was originally approved by shareholders at the Annual Meeting held on May 18, 2016 and was last amended and restated and approved by the shareholders at the Annual Meeting held on June 13, 2023. The Plan was recently amended and adopted by the Board of Directors, upon recommendation by the Compensation Committee, subject to shareholder approval. The principal features of the Plan, as amended, are summarized below. The summary is qualified in its entirety by the full text of the Amendment to the Plan, which is set forth as Appendix B to this Proxy Statement (the “Amendment”). The reason for the Amendment is to increase by 7,950,000 the total number of shares of the Company’s common stock reserved for issuance as awards under the Plan.

  72. Reasons for the Amendment

    | | 2022 | 2023 | 2024 | Average 2022-2024 | | Total Number of Employees on January 1 | 813 | 874 | 895 | 861 | | Number of Employees Receiving Grants During the Year | 133 | 162 | 167 | 154 | | Shares Subject to Options Granted During the Year | — | — | 344,026 | 114,675 | | Shares of Full Value Awards Granted During the Year | 4,674,355 | 3,570,471 | 2,496,658 | 3,580,495 | | RSU Awards Granted (Time-Based) During the Year | 4,232,390 | 3,181,044 | 2,046,126 | 3,153,187 | | PSU Awards Granted During the Year, at Target Achievement | 441,965 | 389,427 | 450,532 | 427,308 | | PSU Awards Vested During the Year | — | — | — | — | | Subtotal of Time-Based RSU Awards Granted During the Year and PSU Awards Vested During the Year | 4,232,390 | 3,181,044 | 2,046,126 | 3,153,187 | | Less: forfeitures (includes grants made in prior years) | 2,356,989 | 2,779,344 | 762,566 | 1,966,300 | | Net Shares Used During the Year | 2,317,366 | 791,127 | 1,734,092 | 1,614,195 | | Common Shares Outstanding at December 31 | 113,705,447 | 146,227,639 | 146,932,032 | 135,621,706 |

  73. Reasons for the Amendment

    | Current Overhang (As of April 11, 2025) | | | Stock Options Outstanding1 | 4,426,775 | | Weighted Average Exercise Price of Outstanding Stock Options | $4.55 | | Weighted Average Remaining Term of Outstanding Stock Options (years) | 5.1 | | Full Value Awards Outstanding (RSUs and PSUs)2 | 8,944,761 | | Total Equity Awards Outstanding | 13,371,536 | | Shares Remaining Available for Future Grant | 7,115,535 | | Common Stock Outstanding as of Record Date | 147,702,140 |

  74. Reasons for the Amendment

    | 1 | Includes inducement grants of 3,600,000 and 94,000 to Messrs. Capper and Rice, respectively, not under the Plan. | | 2 | Includes inducement grants of 3,300,000 and 162,000 PSUs to Messrs. Capper and Rice, respectively, and 97,200 RSUs to Mr. Rice not under the Plan. |

  75. Reasons for the Plan and Recommendation of the Board of Directors

    Reasons for the Plan and Recommendation of the Board of Directors As described in more detail in this proxy statement under “Compensation Discussion and Analysis,” we believe our compensation programs are structured to attract, retain and motivate our employees, officers and directors. Our Board of Directors believes that equity incentive awards play a key role in these programs as they help align the interests of employees, officers and directors with those of our shareholders. As of April 11, 2025, there are only 7,115,535 shares available for grant under the Plan. This figure for shares available for grant under the Plan does not reflect up to 896,930 shares which could vest based on the ultimate resolution of certain performance and market conditions associated with PSU awards which are unvested as of April 11, 2025. Historical Burn Rate. We are committed to managing the use of our equity incentives prudently to balance the benefits equity compensation brings to our compensation program with the dilution it causes our shareholders. As part of our analysis when considering the proposed share increase, we considered the Plan’s “burn rate,” calculated as the number of shares subject to equity awards granted under the Plan, divided by the weighted average number of shares outstanding for that period. Our average burn rate (before forfeitures) for the three years ended December 31, 2024 was 3.1%. We believe that our burn rate and potential dilution amounts are reasonable for our industry and market conditions. Since the Plan was adopted, we have sought to provide equity compensation to our employees who we believe are important to our organization in furthering our business strategy. In addition, we have made multiple leadership appointments and promotions to advance our strategy. We made equity grants from the Plan in connection with each of these new hires and promotions. We believe these new hires and promotions are key to the development and strengthening of the management team with the experience and talent necessary to further implement our strategy. Shareholder Value Transfer Analysis. When evaluating the appropriate number of shares to increase the share reserve under the Plan, we reviewed the shareholder value transfer of the proposed increase, calculated as the value of available shares and plan awards as a percentage of our market capitalization, and determined that the approval of 7,950,000 new shares under the Plan was reasonable. Expected Duration. We expect that the shares available for future awards, including the additional shares if this proposal is approved by our shareholders, will be sufficient for currently-anticipated awards under the Plan for approximately the next three years. Expectations regarding future share usage could be impacted by a number of factors such as hiring and promotion activity at the executive level; the rate at which shares are returned to the Plan reserve upon awards’ expiration, forfeiture or cash settlement; the future performance of our stock price which could impact the number of shares being issued under awards; consequences of acquiring other companies; final settlement obligations if PSU performance criteria are exceeded, and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations. For the foregoing reasons, the Board of Directors recommends that our shareholders approve the Amendment.

  76. General Plan Information

    General Plan Information The Plan is intended to permit the grant of stock options (both incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs” (collectively “Options”)), stock appreciation rights (“SARs”), restricted stock awards (“Restricted Stock Awards”), performance stock awards (“Performance Stock Awards”), restricted stock units (“RSUs”), performance stock units (“PSUs”), incentive awards (“Incentive Awards”), other stock-based awards (“Stock-Based Awards”) and dividend equivalents (“Dividend Equivalents”) (collectively “Awards”). “Full Value Award” means an Award other than an Option, SAR or Stock-Based Award in the nature of purchase rights. All Awards granted under the Plan will be governed by separate written or electronic agreements between MiMedx and the participants. The separate agreements will specify the terms and conditions of the Award. No right or interest of a participant in any Award will be subject to any lien, obligation or liability of the participant. The laws of the State of Florida govern the Plan and any Awards granted thereunder. The Plan is unfunded, and we will not segregate any assets to cover grants of Awards under the Plan. No Awards may be granted on or after the tenth anniversary of Board approval of the Plan (May 2, 2033).

  77. Awards

    Awards Options An Option entitles the participant to purchase from MiMedx a stated number of shares of Common Stock. The exercise price per share of Common Stock underlying any Option may not be less than the fair market value of a share of Common Stock on the date the Option is granted. With respect to an ISO granted to a participant who, at the time of grant, beneficially owns more than ten-percent of the combined voting power of MiMedx or any of our Affiliates (determined by applying certain attribution rules), the exercise price per share may not be less than 110% of the fair market value of the Common Stock on the date the Option is granted. The exercise price may be paid in cash or, if the written agreement so provides, our Compensation Committee may allow a participant to pay all or part of the exercise price by tendering shares of Common Stock, by a broker-assisted cashless exercise, by means of a “net exercise” procedure, or by any other specified medium of payment. In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of the Common Stock with respect to which an ISO may become exercisable for the first time during any calendar year cannot exceed $100,000; and if this limitation is exceeded, the ISOs which cause the limitation to be exceeded will be treated as NQSOs. SARs A SAR entitles the participant to receive, upon exercise, the excess of the fair market value on that date of each share of Common Stock subject to the exercised portion of the SAR over the fair market value of each such share on the date of the grant of the SAR. A SAR can be granted alone or in tandem with an Option. A SAR granted in tandem with an Option is called a Corresponding SAR and entitles the participant to exercise the Option or the SAR, at which time the other tandem Award expires with respect to the number of shares being exercised. No participant may be granted Corresponding SARs in tandem with ISOs which are first exercisable in any calendar year for shares of Common Stock having an aggregate fair market value (determined as of the date of grant) that exceeds $100,000. A Corresponding SAR may be exercised only to the extent that the related Option is exercisable, and no SAR is exercisable unless the fair market value of the Common Stock at the time of exercise exceeds the fair market value of the Common Stock as of the date of grant of the SAR. As set forth in the written agreement, the amount payable as a result of the exercise of a SAR may be settled in cash, shares of Common Stock or a combination of each. Restricted Stock Awards and Performance Stock Awards A Restricted Stock Award and a Performance Stock Award is the grant or sale of shares of Common Stock, which may be subject to forfeiture for a period of time or subject to certain conditions. Performance Stock Awards are subject to performance conditions, which may include those described below. The Compensation Committee will determine, on the date of the grant of the Award, whether the participant will have all rights of a shareholder with respect to the shares of Common Stock subject to an Award, including the right to vote the shares, provided, however, the participant may not transfer the shares while they are subject to forfeiture. To the extent deemed necessary by the Compensation Committee (or as described below), dividends payable with respect to an Award may accumulate (without interest) and become payable in cash or shares of our Common Stock at the time and to the extent that the portion of the Award to which the dividends relate has become transferable and nonforfeitable. In no event will dividends be paid until the vesting of the underlying Award. In lieu of retaining the certificates evidencing the shares, we may hold the certificates evidencing the shares in escrow or record the certificates evidencing the shares as outstanding by notation on our stock records. If a participant must pay for an Award, the participant may pay the purchase price in cash or, if the written agreement so provides, our Compensation Committee may allow a participant to pay all or part of the purchase price by tendering shares of Common Stock, by means of a “net exercise” procedure, or by any other specified medium of payment. RSUs and PSUs An RSU and a PSU entitle the participant to receive, upon vesting, shares of our Common Stock (or as otherwise determined by the Compensation Committee and set forth in the applicable agreement, the equivalent fair market value of shares of our Common Stock in cash). PSUs are subject to performance conditions, which may include those described below. We will deliver to the participant one share of Common Stock (or, if applicable, the fair market value of one share of Common Stock in cash) for each RSU or PSU that becomes earned and payable. No participant shall have any rights of a shareholder with respect to an RSU or PSU unless and until the underlying shares of Common Stock are issued, provided, however, except as described below, dividends payable with respect to shares subject to RSUs and PSUs may accumulate (without interest) and be paid in cash or shares of Common Stock only to the extent the related RSUs and PSUs become earned and payable. In no event will dividends be paid until the vesting of the underlying RSU or PSU. Incentive Awards An Incentive Award entitles the participant to receive cash or Common Stock when certain conditions are met, which may include performance conditions as described below. As set forth in the participant’s separate agreement, an Incentive Award may be paid in cash, shares of Common Stock or a combination of each. No participant shall have any rights of a shareholder with respect to shares underlying an Incentive Award unless and until the underlying shares of Common Stock are issued. Stock-Based Awards Stock-Based Awards may be denominated or payable in, valued by reference to or otherwise based on shares of Common Stock, including Awards convertible or exchangeable into shares of Common Stock (or the cash value thereof) and Common Stock purchase rights and Awards valued by reference to the fair market value of the Common Stock. The purchase price for the Common Stock under any Stock-Based Award in the nature of a purchase right may not be less than the fair market value of the shares of the Common Stock as of the date the Award is granted. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted. In no event will dividends be paid until the vesting of the underlying Award. Dividends payable with respect to an Award may accumulate (without interest) and become payable in cash or shares of our Common Stock at the time and to the extent that the portion of the Award to which the dividends relate has become transferable and nonforfeitable. Our Compensation Committee is also authorized under the Plan to grant shares of Common Stock as a bonus, or to grant shares of Common Stock or other awards in lieu of other obligations of MiMedx or any of our Affiliates to pay cash or to deliver other property under the Plan or under any other plans or compensatory arrangements of MiMedx or any of our Affiliates. Dividend Equivalents

  78. Performance Objectives and Time-Based Vesting

    Performance Objectives and Time-Based Vesting Our Compensation Committee has discretion to establish performance conditions for when Awards will become vested, exercisable, and payable. These performance conditions may be based on one or any combination of metrics related to our financial, market or business performance. Performance conditions may be related to a specific customer or group of customers or products or geographic region individually, alternatively or in any combination, subset or component thereof. The form of the performance conditions also may be measured on a company, Affiliate, division, business unit, service line, segment, product or geographic basis individually, alternatively or in any combination thereof. Performance goals may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance conditions. Profits, earnings and revenues used for any performance conditions measurement may exclude any extraordinary or nonrecurring items. The performance conditions may, but need not, be based upon an increase or positive result under the specified performance conditions and could include, for example and not by way of limitation, maintaining the status quo or limiting the economic losses (measured, in each case, by reference to the specific performance conditions). An Award that is intended to become exercisable, vested or payable on the achievement of performance conditions means that the Award will not become exercisable, vested or payable solely on mere continued employment or service. However, such an Award, in addition to performance conditions, may be subject to continued employment or service by the participant. The performance conditions may, among others, include any or any combination of the following: (a) cash flow; (b) return on equity; (c) return on assets; (d) earnings per share; (e) operations expense efficient milestones; (f) earnings (losses) before or after interest, taxes, depreciation, amortization and/or share-based compensation or expenses (consolidated or otherwise); (g) net income (loss); (h) operating income (loss); (i) book value per share; (j) return on investment; (k) return on capital; (l) improvements in capital structure; (m) expense management; (n) profitability of an identifiable business unit or product; (o) maintenance or improvement of profit margins; (p) stock price; (q) total shareholder return; (r) market share; (s) revenues (consolidated or otherwise); (t) sales; (u) costs; (v) working capital; (w) economic wealth created; (x) strategic business criteria; (y) efficiency ratio(s); (z) achievement of division, group, function or corporate financial, strategic or operational goals; (aa) days sales outstanding; (bb) comparisons with stock market indices or performance metrics of peer companies; (cc) individual participant performance criteria; and (dd) any other performance criteria adopted by the Compensation Committee. Performance goals may be determined in accordance with GAAP or adjusted to include or exclude any items otherwise includable or excludable under GAAP. In determining if the performance conditions have been achieved, the Compensation Committee may adjust the performance targets in the event of any unbudgeted acquisition, divestiture or other unexpected fundamental change in the business of the Company, an Affiliate or business unit or in any product that is material taken as a whole as appropriate to fairly and equitably determine if the Award is to become exercisable, nonforfeitable and transferable or earned and payable pursuant to the conditions set forth in the Award. Additionally, in determining if such performance conditions have been achieved, the Compensation Committee also may adjust the performance targets in the event of any (a) unanticipated asset write-downs or impairment charges, (b) litigation or claim judgments or settlements thereof, (c) changes in tax laws, accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization or restructuring programs, or extraordinary, unusual, infrequently occurring or non-reoccurring items, (e) acquisitions or dispositions or (f) foreign exchange gains or losses. The Compensation Committee will have the discretion to select one or more periods of time over which the attainment of one or more of the foregoing performance conditions will be measured for the purpose of determining when an Award will become vested, exercisable or payable.

  79. Minimum Vesting Requirement

    Minimum Vesting Requirement Awards must vest over a period of not less than one year, subject to exceptions for the participant’s death or Disability, provided that up to 5% of the shares authorized for issuance under the Plan may provide for vesting of Awards in less than one year.

  80. Change in Control

    Change in Control With respect to outstanding Awards, to the extent that written provision is made for their continuance, assumption or substitution in connection with a Change in Control, and except as otherwise provided in the applicable Award agreement, the following provisions shall apply. In the event the employment of a participant is terminated by the Company and its Affiliates without Cause during the two-year period following the Control Change Date (as defined in the Plan): 1.all outstanding Stock Options, SARs and Other Stock-Based Awards in the nature of purchase rights shall become fully vested and exercisable; 2.all restrictions with respect to outstanding Restricted Stock Awards, RSUs, Incentive Awards, Dividend Equivalents or Other Stock-Based Awards shall lapse, and such shares or units shall be fully vested and nonforfeitable; and 3.all restrictions with respect to outstanding Performance Stock Awards, PSUs or other shares or units which are based on performance conditions and for which performance periods are already completed shall lapse, and such shares or units, measured at actual performance achieved, shall be fully vested and nonforfeitable. Unless the applicable Award agreement shall otherwise provide, if a Change in Control occurs prior to the end of any performance period, with respect to outstanding Performance Stock Awards, PSUs and other shares or units, the target level of performance set forth with respect to each performance condition under such shares and units shall be deemed to have been attained (or, if higher, the actual level of performance attained) and such shares or units shall be converted into and remain outstanding as Restricted Stock or RSUs, subject to forfeiture unless the participant continues to be actively employed by the Company through the end of the original performance period, but subject to exception in the case of a termination of employment by the Company without Cause during the two-year period following the Control Change Date, and such other exceptions as may be provided by the Compensation Committee. With respect to outstanding Awards, in the event that written provision is not made for their continuance, assumption or substitution by the Company or a successor employer or its parent or subsidiary in connection with the Change in Control, and except as otherwise provided in the applicable Agreement, the following provisions shall apply: upon the occurrence of a Change in Control: (i) all Stock Options, SARs and Other Stock-Based Awards in the nature of purchase rights which are then outstanding hereunder shall become fully vested and exercisable, (ii) all restrictions with respect to Restricted Stock, Restricted Units, Incentive Awards, Dividend Equivalents or Other Stock Based Awards which are then outstanding hereunder shall lapse, and such shares or units shall be fully vested and nonforfeitable, and (iii) any performance-based Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable performance goals deemed achieved at the greater of (x) the applicable target level and (y) the level of achievement of the performance goals for the Award as determined by the Committee not later than the Control Change Date, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period)), and (iv) underwater Options, SARs and other purchase rights shall be cancelled without consideration.

  81. THE 2016 EQUITY AND CASH INCENTIVE PLAN

    THE 2016 EQUITY AND CASH INCENTIVE PLAN

  82. AMENDMENT TO THE MIMEDX GROUP, INC. 2016 EQUITY AND CASH INCENTIVE PLAN, AS AMENDED AND RESTATED

    AMENDMENT TO THE MIMEDX GROUP, INC. 2016 EQUITY AND CASH INCENTIVE PLAN, AS AMENDED AND RESTATED WHEREAS, MiMedx Group, Inc., a Florida corporation (the “Company”) maintains the 2016 Equity and Cash Incentive Plan (as amended and restated, the “Plan”), the amendment and restatement of which was most recently adopted by the Company’s Board of Directors (the “Board”) on May 2, 2023 and approved by the Company’s stockholders on June 13, 2023; WHEREAS, the Board believes that the number of shares of common stock remaining available for issuance under the Plan has become insufficient for the Company’s anticipated future needs under the Plan; WHEREAS, the Board has determined that it is in the best interests of the Company to amend the Plan, subject to stockholder approval, to increase the number of shares of common stock available for issuance under the Plan by 7,950,000 shares (this “Amendment”); WHEREAS, Section 21.01 of the Plan provides that the Board may amend the Plan at any time; and WHEREAS, this Amendment will become effective upon approval by the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders and if, for any reason, the Company’s stockholders fail to approve this Amendment, the existing Plan shall continue in full force and effect. NOW, THEREFORE: Section 6.02 of the Plan is hereby deleted in its entirety and replaced with the following:

  83. 6.02 Aggregate Limit

    6.02 Aggregate Limit The maximum aggregate number (the “Maximum Aggregate Number”) of shares of Common Stock that may be issued under this Plan and to which Awards may relate is the sum of (i) 7,950,000 shares of Common Stock, all of which may be issued as Incentive Stock Options, (ii) the number of shares of Common Stock available under the Plan immediately prior to stockholder approval of the amendment to the Plan at the 2025 Annual Meeting of Stockholders, subject to the counting, adjustment and substitution provisions of the Plan, plus (iii) that number of shares of Common Stock that are represented by awards which previously have been granted and are outstanding under the Plan on the date of stockholder approval of the amendment to the Plan at the 2025 Annual Meeting of Stockholders and which subsequently expire or otherwise lapse, are terminated or forfeited, are settled in cash, or exchanged with the Committee’s permission, prior to the issuance of shares of Common Stock, for Awards not involving shares of Common Stock, without the issuance of the underlying shares of Common Stock. The Maximum Aggregate Number of shares of Common Stock that may be issued under the Plan may be issued pursuant to (i) Options, SARs or Other Stock Based Awards in the nature of purchase rights, (ii) Full Value Awards or (iii) any combination thereof. To the extent shares of Common Stock not issued under an Option must be counted against this limit as a condition to satisfying the rules applicable to incentive stock options, such rule shall apply to the limit on incentive stock options granted under the Plan. Shares of Common Stock covered by an Award generally shall only be counted as used to the extent they are actually used. Except as set forth below, a share of Common Stock issued in connection with any Award under the Plan shall reduce the Maximum Aggregate Number of shares of Common Stock available for issuance under the Plan by one; provided, however, that a share of Common Stock covered under a stock-settled SAR shall reduce the Maximum Aggregate Number of shares of Common Stock available for issuance under the Plan by one even though the shares of Common Stock are not actually issued in connection with settlement of the stock-settled SAR. Except as otherwise provided herein, any shares of Common Stock related to an Award which terminates by expiration, forfeiture, cancellation or otherwise without issuance of shares of Common Stock, which is settled in cash in lieu of Common Stock or which is exchanged, with the Committee’s permission, prior to the issuance of shares of Common Stock, for Awards not involving shares of Common Stock shall again be available for issuance under the Plan. The following shares of Common Stock, however, may not again be made available for issuance as Awards under the Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an Award, (ii) shares of Common Stock tendered or withheld to pay the exercise price, purchase price or withholding taxes relating to an Award or (iii) shares of Common Stock repurchased on the open market with the proceeds of the purchase price of an Award. The Maximum Aggregate Number of shares of Common Stock that may be issued under the Plan shall be subject to adjustment as provided in Article XVI, provided, however, that (i) substitute Awards granted under Section 16.03 shall not reduce the shares of Common Stock otherwise available under the Plan (to the extent permitted by applicable stock exchange rules) and (ii) available shares of stock under a stockholder-approved plan of an acquired company (as appropriately adjusted to reflect the transaction) also may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock otherwise available under the Plan (subject to applicable stock exchange requirements). IN WITNESS WHEREOF, this Amendment has been adopted by the Board this 25h day of April, 2025, subject to approval by the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders.