DEF 14A of Mimedx Group, Inc., Apr 29, 2026

DEF 14A of Mimedx Group, Inc.

Filed Apr 29, 2026 · FY20250001376339-26-000033

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS The Board has nominated Joseph H. Capper, James L. Bierman, William A. Hawkins, III, 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 2027 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. M. Kathleen Behrens, PHD and Cato T. Laurencin, MD are not standing for re-election and therefore their terms as directors will expire at the Annual Meeting, at which time the board size will be reduced to seven members. 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 Mr. Capper, Mr. Bierman, Mr. Hawkins, Mr. Newton, Ms. Olson, Ms. Puhy, and Mr. Sutter which include a description of their respective qualifications, experience, attributes, and skills. Joseph H. Capper, 62. Mr. Capper joined the Company as its Chief Executive Officer and member of the Board in January 2023. Mr. Capper has over 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, 73. 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. William A. Hawkins, III, 72. 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.

  2. PROPOSAL 1—ELECTION OF DIRECTORS

    K. Todd Newton, 63. Mr. Newton has served on the Board since June 2019 and was the interim Chief Executive Officer of MiMedx from September 2022 through January 2023. Mr. Newton has been an Operating Partner at One Equity Partners, a middle market private equity firm, since November 2025. 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. Tiffany Olson, 66. Ms. Olson currently serves as a board member for one other public company, Castle Biosciences. 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, 74. 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, 71. Since 1985, Mr. Sutter has been the Founding Partner and 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.

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  4. 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, 2026. There are no family relationships among any of our directors, director nominees, or executive officers.

  5. Information Concerning Our Board of Directors

    | Name | Age | Since | Tenure | Independent | | M. Kathleen Behrens* | 73 | 2019 | 6 | ✔ | | Joseph H. Capper | 62 | 2023 | 2 | | | James L. Bierman | 73 | 2019 | 6 | ✔ | | William A. Hawkins, III | 72 | 2020 | 5 | ✔ | | Cato T. Laurencin* | 67 | 2020 | 4 | ✔ | | K. Todd Newton | 63 | 2019 | 6 | ✔ | | Tiffany Olson | 66 | 2024 | 1 | ✔ | | Dorothy Puhy | 74 | 2024 | 1 | ✔ | | Martin P. Sutter | 71 | 2020 | 4 | ✔ |

  6. Information Concerning Our Board of Directors

    *Dr. Behrens and Dr. Laurencin are not standing for re-election.

  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 | | 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. Role of the Independent Compensation Consultants

    Role of the Independent Compensation Consultants In making compensation decisions for 2025, 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.

  13. 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 2024, 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. In 2024 the Committee decided to make no changes to its peer group for 2025 compensation decisions. 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.

  14. MIMEDX Peer Group

    MIMEDX Peer Group

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

  16. MIMEDX Peer Group

    MIMEDX ranked at the 60th, 50th, and 50th percentiles among the peer group for number of employees, revenue and trailing twelve month market capitalization, respectively, as of August 1, 2024 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.

  17. 2025 Compensation Components

    2025 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 2025, our NEOs received grants of RSUs, PSUs and Stock Options.

  18. RSUs Granted in 2025

    RSUs Granted in 2025 The RSUs granted to NEOs in 2025 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.

  19. Stock Options Granted in 2025

    Stock Options Granted in 2025 The Stock Options granted to NEOs in 2025 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.

  20. PSUs Granted in 2025

    PSUs Granted in 2025 The PSUs granted to NEOs in 2025 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. These growth rate targets were reflective of our risk-adjusted, three-year growth expectations considering the material uncertain nature and timing of Wound product reimbursement changes that were pending at the time of grant. 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, 2027 requires revenue growth at a cumulative growth rate (“CAGR”) of 6%, 8% and 12%, respectively, over revenues for the year ended December 31, 2024. These growth rate targets were reflective of our expectations of the reimbursement environment at that time, including the planned April 2025 implementation of the LCDs. 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, 2027, but no later than March 15, 2028. 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 2027, adjusted for dividends paid on the Company’s common stock, less the average trading price during the final 20 trading days of 2024.

  21. Executive Pay Mix in 2025

    Executive Pay Mix in 2025 The following chart provides a summary of the mix of compensation earned by or granted to our CEO in 2025: The following chart provides a summary of the mix of compensation earned by or granted to our Non-CEO NEOs, on average, in 2025: Annual Incentive The annual cash bonuses for 2025 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 2025. A summary of the net sales and Adjusted EBITDA goals and achievement are set forth below:

  22. Executive Pay Mix in 2025

    | | Targets (in thousands) | | | Payout | | | Attainment | | | | | Threshold | Target | Exceeds | Threshold | Target | Exceeds | $ | % | Payout | | Net sales | $348,000 | $377,000 | $396,000 | 50% | 100% | 150% | $418,630 | 111% | 150% | | Adjusted EBITDA | $76,000 | $82,000 | $90,000 | 50% | 100% | 150% | $105,722 | 129% | 150% |

  23. 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.

  24. 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. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our most recent Annual Report on Form 10-K. 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.

  25. Summary Compensation Table (2025, 2024 and 2023)

    Summary Compensation Table (2025, 2024 and 2023)

  26. Summary Compensation Table (2025, 2024 and 2023)

    | 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. Capper | 2025 | $768,173 | $— | $4,699,000 | | $819,422 | $887,800 | $7,813 | | $7,182,208 | | Chief Executive Officer | 2024 | 750,000 | — | — | 5 | — | 637,500 | 2,359 | | 1,389,859 | | | 2023 | 677,885 | — | 12,210,000 | | 7,000,000 | 859,375 | 9,086 | | 20,756,346 | | Doug Rice | 2025 | $540,000 | $— | $966,643 | | $168,565 | $372,600 | $71,921 | | $2,119,729 | | Chief Financial Officer | 2024 | 540,000 | — | 1,124,866 | | 348,885 | 275,400 | 102,825 | 9 | 2,391,976 | | | 2023 | 255,462 | — | 1,669,248 | | 605,360 | 202,500 | 12,505 | | 2,745,075 | | William F. Hulse IV6 | 2025 | $546,000 | $— | $977,380 | | $170,436 | $376,740 | $74,933 | | $2,145,489 | | General Counsel and Chief Administrative Officer | 2024 | 546,000 | — | 1,137,353 | | 352,760 | 292,383 | 73,455 | | 2,401,951 | | | 2023 | 541,962 | — | 953,621 | | — | 409,500 | 8,129 | | 1,913,212 | | Ricci S. Whitlow6 | 2025 | $540,000 | $— | $966,643 | | $168,565 | $372,600 | $13,135 | | $2,060,943 | | EVP & Chief Operating Officer | 2024 | 540,000 | — | 1,124,866 | | 348,885 | 275,400 | 5,125 | | 2,294,276 | | | 2023 | 527,538 | 50,000 | 2,138,399 | | — | 405,000 | 11,423 | | 3,132,360 | | Kimberly Maersk-Moller7 | 2025 | $540,000 | $— | $966,643 | | $168,565 | $372,600 | $9,041 | | $2,056,849 | | Chief Commercial Officer | 2024 | 474,923 | — | 3,073,758 | | 193,823 | 242,211 | 3,779 | | 3,988,494 |

  27. Summary Compensation Table (2025, 2024 and 2023)

    | 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 2025 Annual Report. The RSU awards granted during 2025 vest in a single tranche on the third anniversary of the grant date. For Capper, Rice, Hulse, Whitlow, and Maersk-Moller, $2,845,876, $585,432, $591,936, $585,432, and $585,432, respectively, of this amount represents the aggregate grant date fair value of PSUs granted in 2025, 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 (180% of target) would be $5,122,577, 1,053,778, 1,065,485, 1,053,778, and 1,053,778, respectively. The PSUs granted in 2025 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 2025 Annual Report. The stock options granted in 2025 vest ratably annually over a four-year period and also require the recipient to provide continuous service. | | 3 | Represents annual non-equity incentive plan compensation earned under the Management Incentive Plan for each year, and paid in the subsequent year. | | 4 | Includes the following amounts: 401(k) matches for 2025 for Mr. Capper - $7,813, Mr. Rice - $3,988, Mr. Hulse - $8,190, Ms. Whitlow - $13,085, and Ms. Maersk-Moller - $9,041; housing allowances for Mr. Rice - $66,743 and Mr. Hulse - $66,743; and employer health savings account contributions for Mr. Rice - $1,190 and Ms. Whitlow - $50. | | 5 | 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. | | 6 | Ricci S. Whitlow served as Executive Vice President and Chief Operating Officer from January 3, 2023 until April 2026. | | 7 | Kimberly Maersk-Moller has served as Chief Commercial Officer since June 24, 2024. |

  28. Grants of Plan-Based Awards For 2025

    Grants of Plan-Based Awards For 2025 The following table provides information regarding grants of plan-based awards to the Company’s NEOs during 2025.

  29. Grants of Plan-Based Awards For 2025

    | 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 | 3/3/2025 | | 375,000 | | 750,000 | | 3,088,000 | 159,478 PSUs | 318,955 PSUs | 574,119 PSUs | — | — | $— | $2,845,876 | | | 3/3/2025 | | | | | | | | | | 223,268 RSUs | — | $— | $1,853,124 | | | 3/3/2025 | | | | | | | | | | — | 177,364 | $8.30 | $819,422 | | Doug Rice | 3/3/2025 | | 162,000 | | 324,000 | | 1,080,000 | 32,807 PSUs | 65,613 PSUs | 118,103 PSUs | — | — | $— | $585,432 | | | 3/3/2025 | | | | | | | | | | 45,929 RSUs | — | $— | $381,211 | | | 3/3/2025 | | | | | | | | | | — | 36,486 | $8.30 | $168,565 | | William F. Hulse IV | 3/3/2025 | | 163,800 | | 327,600 | | 1,092,000 | 33,171 PSUs | 66,342 PSUs | 119,416 PSUs | — | — | $— | $591,936 | | | 3/3/2025 | | | | | | | | | | 46,439 RSUs | — | $— | $385,444 | | | 3/3/2025 | | | | | | | | | | — | 36,891 | $8.30 | $170,436 | | Ricci S. Whitlow | 3/3/2025 | | 162,000 | | 324,000 | | 1,080,000 | 32,807 PSUs | 65,613 PSUs | 118,103 PSUs | — | — | $— | $585,432 | | | 3/3/2025 | | | | | | | | | | 45,929 RSUs | — | $— | $381,211 | | | 3/3/2025 | | | | | | | | | | — | 36,486 | $8.30 | $168,565 | | Kimberly Maersk-Moller | 3/3/2025 | | 162,000 | | 324,000 | | 1,080,000 | 32,807 PSUs | 65,613 PSUs | 118,103 PSUs | — | — | $— | $585,432 | | | 3/3/2025 | | | | | | | | | | 45,929 RSUs | — | $— | $381,211 | | | 3/3/2025 | | | | | | | | | | — | 36,486 | $8.30 | $168,565 |

  30. Grants of Plan-Based Awards For 2025

    | 1 | Represents the annual incentive opportunity under the Management Incentive Plan for 2025. Actual amounts paid for 2025 are included in the Summary Compensation Table. | | 2 | Represents performance stock unit awards granted under the 2016 Equity and Cash Incentive Plan (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. | | 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. |

  31. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table shows the number of shares covered by unvested equity awards held by the Company’s NEOs on December 31, 2025.

  32. Outstanding Equity Awards as of December 31, 2025

    | | Option Awards | | | | | | | Stock Awards | | | | | | | Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested (#) | | 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 vested2 | | Joseph H. Capper | 600,000 | — | | 3,000,000 | 3 | $3.70 | 1/30/2030 | | 4 | | 1,650,000 PSUs | 5 | $11,170,500 | | | — | 177,364 | | — | | 8.30 | 3/3/2032 | 223,268 RSUs | | $1,511,524 | 159,478 PSUs | 6 | $1,079,663 | | Doug Rice | 47,000 | 47,000 | 7 | — | | 6.44 | 7/5/2030 | 32,400 RSUs | 10 | $219,348 | 81,000 PSUs | 8 | $548,370 | | | 17,689 | 53,066 | | — | | 8.63 | 3/1/2031 | 104,407 RSUs | 11 | $706,835 | 66,223 PSUs | 9 | $448,326 | | | — | 36,486 | | — | | 8.30 | 3/3/2032 | | | | — | | $— | | William F. Hulse IV | 17,886 | 53,655 | | — | | 8.63 | 3/1/2031 | 151,021 RSUs | 13 | $1,022,412 | 112,413 PSUs | 12 | $761,033 | | | — | 36,891 | | — | | 8.30 | 3/3/2032 | — | | $— | — | | $— | | Ricci S. Whitlow | 17,689 | 53,066 | | — | | 8.63 | 3/1/2031 | 258,693 RSUs | 15 | $1,751,352 | 66,223 PSUs | 14 | $448,326 | | | — | 36,486 | | — | | 8.30 | 3/3/2032 | — | | $— | — | | $— | | Kimberly Maersk-Moller | 9,827 | 29,481 | | — | | 8.63 | 3/1/2031 | 176,420 RSUs | 17 | $1,194,363 | 128,443 PSUs | 16 | $869,559 | | | — | 36,486 | | — | | 8.30 | 3/3/2032 | — | | $— | — | | $— |

  33. Outstanding Equity Awards as of December 31, 2025

    | 1 | Options listed here are scheduled to vest in four generally equal tranches on each of the first four anniversary dates of their respective grant dates. | | 2 | For PSUs, the number of units and market value is reflected at threshold level of performance. The market value of RSUs and PSUs is calculated by multiplying the closing stock price of $6.77 on December 31, 2025 by the number of units. | | 3 | 300,000 options vested on January 30, 2024 and January 30, 2025, . Up to an additional 1,200,000 options may vest immediately upon the achievement of specified share price goals. 300,000 options are scheduled to vest on each of January 30, 2026 and January 30, 2027. Up to an additional 600,000 options may vest on that date 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 | 318,955 PSUs are scheduled to vest in March 2028, subject to attainment of performance vesting criteria. | | 6 | 223,268 RSUs are scheduled to vest on March 3, 2028. | | 7 | 23,500 options are scheduled to vest on each of July 5, 2026 and July 5, 2027. | | 8 | 162,000 PSUs vested in March 2026 at a 150% attainment level, resulting in the vesting of 243,000 shares. | | 9 | 66,832 and 65,613 PSUs are scheduled to vest in March 2027 and March 2028, respectively, subject to attainment of performance vesting criteria. | | 10 | 32,400 RSUs are scheduled to vest on July 5, 2026. | | 11 | 58,478 and 45,929 RSUs are scheduled to vest on March 1, 2027 and March 3, 2028, respectively. | | 12 | 90,909 PSUs vested and were distributed in March 2026 at 150% attainment, or 136,364 shares. 67,574 and 66,342 PSUs are scheduled to vest in March 2027 and March 2028, respectively. | | 13 | 45,455 RSUs vested on March 13, 2026. 59,127 and 46,439 RSUs are scheduled to vest on March 1, 2027 and March 3, 2028, respectively. | | 14 | 66,832 and 65,613 PSUs are scheduled to vest in March 2027 and March 2028, respectively, subject to attainment of performance vesting criteria. | | 15 | 154,286 RSUs vested on February 13, 2026. 58,478 and 45,929 will vest on March 1, 2027 and March 3, 2028, respectively. | | 16 | 28,563 PSUs vested and were distributed in March 2026 at 150% attainment, or 42,845 shares. 162,710 and 65,613 PSUs are scheduled to vest in March 2027 and March 2028, respectively. subject to attainment of performance vesting criteria. | | 17 | 14,282 RSUs vested on March 13, 2026. 41,860 and 41,861 RSUs will vest on each of June 24, 2026 and June 24, 2027, respectively. 32,488 and 45,929 RSUs will vest on March 1, 2027 and March 3, 2028, respectively. |

  34. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table provides information concerning each exercise of stock options and each vesting of RSUs during 2025, on an aggregated basis with respect to each of the Company’s NEOs.

  35. 2025 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Securities Acquired on Vesting | Value Realized on Vesting1 | | Joseph H. Capper | — | $— |

  36. 2025 Option Exercises and Stock Vested Table

    | Doug Rice | 32,400 | $205,416 | | William F. Hulse IV | 181,490 | $1,379,773 | | Ricci S. Whitlow | 154,286 | $1,277,488 | | Kimberly Maersk-Moller | 74,508 | $508,759 |

  37. 2025 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 and performance stock unit agreements, as applicable, with the Company, pursuant to Section 10.02 of the 2016 Plan. |

  38. 2025 Potential Payments Upon Termination Or Change In Control

    2025 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, 2025 under various scenarios.

  39. 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 NEO’s employment with the Company is terminated involuntarily without “Cause” (as defined in the agreement), or if the NEO 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 NEO’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.

  40. Change-in-Control

    Change-in-Control The Executive Retention Agreements with the NEOs provide for compensation to the NEO in the event the NEO’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 NEO’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, 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 a period of 18 months in the case of the other NEOs.

  41. 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.

  42. 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.

  43. 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.

  44. 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, 2025. On that date, the closing stock price was $6.77. The actual amounts that may be payable to any NEO on a separation from the Company can only be determined at the time of the actual separation and may differ from the amounts set forth in the tables below based on various factors. Please also see the notes below the table below for additional information.

  45. 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 | | 3,088,000 | | 3,088,000 | | $— | | | estimated benefits | 53,250 | | 53,250 | | | — | | | estimated value of accelerated equity awards | — | | 30,168,630 | | 1 | 3,670,850 | 2 | | TOTAL | | 3,141,250 | | 33,309,880 | | $3,670,850 | | | Doug Rice | | | | | | | | | cash severance | | 1,080,000 | | 1,296,000 | | $— | | | estimated benefits | 33,660 | | 40,392 | | | — | | | estimated value of accelerated equity awards | — | | 2,935,086 | | | 2,935,086 | | | TOTAL | | 1,113,660 | | 4,271,478 | | $2,935,086 | | | William F. Hulse IV | | | | | | | | | cash severance | | 1,092,000 | | 1,310,400 | | $— | | | estimated benefits | 51,080 | | 61,296 | | | — | | | estimated value of accelerated equity awards | — | | 2,544,477 | | | 2,544,477 | | | TOTAL | | 1,143,080 | | 3,916,173 | | $2,544,477 | | | Ricci S. Whitlow | | | | | | | | | cash severance | | 1,080,000 | | 1,296,000 | | $— | | | estimated benefits | 30,843 | | 37,011 | | | — | | | estimated value of accelerated equity awards | — | | 2,648,004 | | | 2,648,004 | | | TOTAL | | 1,110,843 | | 3,981,015 | | $2,648,004 | | | Kimberly Maersk-Moller | | | | | | | | | cash severance | | 1,080,000 | | 1,296,000 | | $— | | | estimated benefits | | — | | — | | $— | | | estimated value of accelerated equity awards | | — | | 2,933,482 | | $2,933,482 | | | TOTAL | | 1,080,000 | | 4,229,482 | | $2,933,482 | |

  46. Option Agreements

    | 1 | Reflects the value of 3,300,000 PSUs and 1,354,000 Options which would vest, assuming the Change in Control was consummated at a price equal to $6.77 per share, the closing stock price on December 31, 2025. | | 2 | Reflects the value of 318,955 PSUs and 223,268 RSUs which would vest in this scenario. Mr. Capper’s remaining options from his inducement grant 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. |

  47. Option Agreements

    For each NEO, the cash severance amounts include (a) annual base salary as of December 31, 2025, plus (b) annual targeted bonus for the year ended December 31, 2025, 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, 2025 closing stock price, the vesting of which is deemed accelerated to December 31, 2025. 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.

  48. 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 15): 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 2025 annual meeting of shareholders, where 93.2% 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 2025 to continue to further strengthen the pay for performance and shareholder interest alignment of the Company’s compensation policies, with 50% of the NEO incentive compensation grants comprised of performance stock units and 15% comprised of stock options in 2025, 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.

  49. 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.

  50. Equity Compensation

    Equity Compensation Each non-employee director received an annual grant of a number of restricted shares of Company common stock valued at $170,000 in 2025. In 2025, the Board increased the value of this grant to $210,000 for 2026. 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. In addition, each non-employee director in their first year of appointment to the Board receives a grant of Company common stock valued at $210,000 prorated for the portion of the year that the director served on the Board prior to their first annual meeting of shareholders.

  51. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION The following table provides information concerning compensation of the Company’s non-employee directors who served in 2025.

  52. 2025 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | | Stock Awards1 | | Total | | | M. Kathleen Behrens | | 132,987 | | 168,793 | | 301,780 | | James L. Bierman | 68,926 | | 168,793 | | 237,719 | | | William A. Hawkins | 57,953 | | 168,793 | | 226,746 | | | Cato T. Laurencin | 58,240 | | 168,793 | | 227,033 | | | K. Todd Newton | 66,786 | | 168,793 | | 235,579 | | | Tiffany P. Olson | 53,152 | | 168,793 | | 221,945 | | | Dorothy E. Puhy | 55,286 | | 168,793 | | 224,079 | |

  53. 2025 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 2025 Annual Report. | | 2 | Mr. Sutter has declined all compensation as a non-employee director. |

  54. 2025 DIRECTOR COMPENSATION

    The following table provides information concerning the number of unvested securities held by each director as of December 31, 2025.

  55. 2025 DIRECTOR COMPENSATION

    | Name | | RSUs | | M. Kathleen Behrens | | 28,609 | | James L. Bierman | | 28,609 | | William A. Hawkins | | 28,609 | | Cato T. Laurencin | | 28,609 | | K. Todd Newton | | 28,609 | | Tiffany P. Olson | | 28,609 | | Dorothy E. Puhy | | 28,609 | | Martin P. Sutter | 0 | — |

  56. CEO PAY RATIO

    CEO PAY RATIO In 2025, we paid total annual compensation to our median employee of $103,278. The total compensation paid in 2025 to our CEO, Mr. Capper, was $7,182,208. Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median employee’s annual total compensation was 70 to 1, which is calculated consistent with the SEC regulation and is based on our records and the methodology described below. The ratio increased from 2024 due to Mr. Capper’s participation in the Company’s equity incentive plan for the first time in 2025. Mr. Capper did not receive an equity award in 2024. Refer to the Summary Compensation Table above for details. We changed our median employee for 2025 because the median employee identified in 2024 had terminated their employment with the Company. For 2025 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, 2025. As permitted by SEC rules, (i) we excluded all ten non-U.S. employees as of December 31, 2025 in determining the median employee. Of the ten non-US employees, eight were located in Japan and two in Canada. The total number of U.S. and non-U.S. employees as of December 31, 2025 was 805.

  57. 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, 2025, 2024, 2023, 2022, and 2021.

  58. 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 | Comp Peer Group TSR | | | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $7,182,208 | $— | $— | $(14,959,560) | $— | $— | $2,095,753 | $304,757 | $74.56 | $74.87 | $48,578 | $418,630 | | 2024 | 1,389,859 | — | — | 5,120,182 | — | — | 2,769,174 | 2,054,675 | 105.95 | 72.03 | 42,419 | 348,879 | | 2023 | 20,756,346 | 295,288 | — | 36,934,116 | 487,288 | — | 2,523,613 | 3,876,089 | 96.59 | 60.96 | 58,228 | 321,477 | | 2022 | — | 1,172,121 | 4,810,234 | — | 1,040,121 | (2,292,965) | 1,773,574 | 796,402 | 30.62 | 61.64 | (30,197) | 267,841 | | 2021 | — | — | 4,817,299 | — | — | 2,226,051 | 1,798,504 | 1,220,083 | 66.52 | 90.24 | (10,285) | 242,019 |

  59. 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 2025 and 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 and 2021: Mr. Carlson, Mr. Hulse, Dr. Robert Stein (our former President, Regenerative Medicine) and Dr. Rohit Kashyap (our former President, Wound Care & Surgical). |

  60. 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:

  61. 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 | 2025 | $7,182,208 | $(22,141,768) | $— | $(14,959,560) | | | 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 | | Non-PEO NEOs | 2025 | $2,095,753 | $(1,790,996) | $— | $304,757 | | | 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 |

  62. 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 2021 to 2022, reflecting the market’s reaction to the end of FDA enforcement discretion in May 2021, resulting in our inability to sell certain of our products in the United States, and our unsuccessful Phase 2b KOA clinical trial, as well as poor market conditions for our peers generally. However, in 2023, the Company’s TSR increased substantially, as the Company made a number of changes that strengthened and focused the business, beginning in the latter part of 2022 and continuing through 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. Our TSR encountered headwinds in 2025, specifically related to the uncertainty surrounding pending changes in Medicare reimbursement relating to certain of its products and the uncertainty that this would have on our business moving forward. The reimbursement changes that were ultimately enacted led to a decrease in the Company’s future anticipated sales. This led to a downward revision to the number of management’s PSUs expected to ultimately vest. This, in concert with decreases in TSR, led to a decrease in compensation actually paid to our executive officers in 2025. 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.

  63. PAY VERSUS PERFORMANCE

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

  64. PAY VERSUS PERFORMANCE

    Net Sales – Our net sales increased in each period from 2021 though 2025, reflecting a general trend of positive commercial execution over that period. Growth from 2021 to 2022 reflected recovery from the conclusion of the FDA’s period of enforcement discretion. Growth in 2022 to 2023 reflects a renewed focus on our Wound and Surgical enterprise, shifting the Company’s strategy away from Regenerative Medicine and the Company’s late stage pipeline, aided by the introduction of EPIEFFECT in the 2nd half of 2023. While 2024 brought headwinds due to the reimbursement environment, including turnover in our sales force to certain competitors, we were able to stabilize with the acquisition of Celera, which carried a higher reimbursement rate than our existing portfolio, and continue our growth trajectory. Net sales growth in 2025 resulted from a continuation of this strategy. While we entered 2025 under the belief that reimbursement reform would occur early in the year with the introduction of the LCDs, this reform was delayed and, ultimately, not implemented. In light of these circumstances, we acquired the rights to sell EMERGE in the second quarter of 2025 and launched EPIXPRESS in the second half of 2025; the commercial successes of which allowed the Company to continue to achieve net sales growth. Generally, our executive compensation increased in likewise fashion. Deviations in this correlation are generally explained by large, non-recurring grants, changes in share price, and fluctuations in future expectations regarding future revenue performance impacting attainment of performance awards. Adjusted EBITDA – Our Adjusted EBITDA declined from 2021 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 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. While our Adjusted EBITDA continued to grow in 2025, our executive compensation did not increase as in prior years, due to the uncertainty of the Medicare reimbursement environment for our Wound products, which resulted in decreases in our share price and expected vesting of performance awards. 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 2021 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. From there, our net income took a general, upward trajectory from 2022 through 2025 (with 2023 net income being impacted by a significant, non-recurring income tax benefit), a trend which generally correlated with executive compensation.

  65. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table provides information about the Company’s equity compensation plans as of December 31, 2025.

  66. 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 | 5,878,354 | 3 | $0.97 | 14,919,867 | | Equity compensation plans not approved by security holders2 | 7,188,400 | 4 | 1.94 | — | | Total | 13,066,754 | | $1.50 | 14,919,867 |

  67. 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. | | 3 | Included in this number of securities is 3,964,998 RSUs and 1,240,395 PSUs. The weighted-average exercise price of outstanding options, warrants and rights (excluding RSUs and PSUs) is $8.46 | | 4 | Included in this number of securities is 32,400 RSUs and 3,462,000 PSUs. The weighted-average exercise price of outstanding options, warrants and rights (excluding RSUs and PSUs) is $3.77. |