DEF 14A of Artivion, Inc., Apr 1, 2024

DEF 14A of Artivion, Inc.

Filed Apr 1, 2024 · FY20230001999371-24-004301

Open on EDGAR

  1. PROPOSAL ONE – ELECTION OF DIRECTORS

    PROPOSAL ONE – ELECTION OF DIRECTORS Artivion directors elected during the Annual Meeting on May 14, 2024 will hold office until the next annual meeting, until their successors are duly qualified, or until their earlier death, resignation, or removal.

  2. Director Nominees

    Director Nominees Each of the nominees currently serves as a director of Artivion. Should any nominee for the office of director become unable to accept nomination or election, the persons appointed on the Proxy Card intend, unless otherwise specifically instructed in the Proxy Statement, to vote for the election of such other nominee, if any, as the Board of Directors may recommend. The following table sets forth the name and age of each nominee, the period during which each such person has served as a director of Artivion, the number of shares of Artivion’s common stock beneficially owned, directly or indirectly, by such person, and the percentage of outstanding shares of Artivion’s common stock such ownership represented at the close of business on March 18, 2024, according to information maintained by Artivion. None of the shares of stock noted below are subject to a pledge or similar arrangement. Except for J. Patrick Mackin, our President, Chief Executive Officer, and Chairman of the Board of Directors, none of the nominees holds any other position or office with Artivion.

  3. Director Nominees

    | Name of Nominee | Director Since | Age | Shares of Artivion Stock Beneficially Owned(1) (#) | Percentage of Outstanding Shares of Artivion Stock(4) (%) | | Thomas F. Ackerman | 2003 | 69 | 137,282(2) | * | | Daniel J. Bevevino | 2003 | 64 | 137,447(2) | * | | Marna P. Borgstrom | 2018 | 70 | 36,474(2) | * | | James W. Bullock | 2016 | 67 | 56,033(2) | * |

  4. Director Nominees

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  5. Director Nominees

    | Name of Nominee | Director Since | Age | Shares of Artivion Stock Beneficially Owned(1) (#) | Percentage of Outstanding Shares of Artivion Stock(4) (%) | | Jeffrey H. Burbank | 2017 | 61 | 41,182(2) | * | | Elizabeth A. Hoff | 2022 | 58 | 18,775(2) | * | | J. Patrick Mackin | 2014 | 57 | 1,161,294(3) | 2.8 | | Jon W. Salveson | 2012 | 59 | 117,226(2) | * | | Anthony B. Semedo | 2021 | 72 | 37,579(2) | * |

  6. Director Nominees

    *Ownership represents less than 1% of the outstanding shares of Artivion common stock. (1)Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power. (2)Includes 9,709 shares of unvested restricted stock granted on June 6, 2023. (3)Amount includes 495,115 options that are either presently exercisable or will become exercisable within 60 days after March 18, 2024. This amount also includes 253,582 shares of unvested restricted stock subject to forfeiture held by Mr. Mackin as of March 18, 2024. This amount does not include 39,859 shares earned under 2022 and 2023 performance stock unit awards that had not vested as of March 18, 2024 and that will not vest within 60 days thereafter. (4)There were 41,709,778 outstanding shares of Artivion common stock as of March 18, 2024, the record date.

  7. 2024 Director Nominees

    2024 Director Nominees

  8. 2024 Director Nominee Skills

    2024 Director Nominee Skills

  9. 2024 Director Nominee Skills

    | CEO Experience | Financial and Investor Relations Expertise | Medical Device and Healthcare Expertise | Legal, Compliance, and Governance Experience | | ESG Expertise | Regulatory, Quality, and Patient (Product) Safety Experience | Global Operations and Complex Organizations Experience | Regulatory and Healthcare Policy Experience | | Public Company Board Experience | Strategic Planning Expertise | Technology and Cybersecurity Experience | Institutional Knowledge |

  10. Director Nominee Qualifications and Biographical Information

    Director Nominee Qualifications and Biographical Information Thomas F. Ackerman has served as a director of Artivion since December 2003. Until February 2017, Mr. Ackerman served as a consultant to Charles River Laboratories International, Inc. (NYSE: CRL) (“Charles River Laboratories”). Charles River Laboratories is a leading global provider of solutions that accelerate the early-stage drug discovery and development process, with a focus on in vivo biology, including research models and services required to enable in vivo drug discovery and development. Until early 2016, Mr. Ackerman served as a Senior Financial Advisor of Charles River Laboratories, a position he held since August 2015. From 2005 to 2015, he served as Executive Vice President and Chief Financial Officer of Charles River Laboratories. From 1999 to 2005, he served as Senior Vice President and Chief Financial Officer of Charles River Laboratories. From 1996 to 1999, Mr. Ackerman served as Vice President and Chief Financial Officer of Charles River Laboratories, where he had been employed since 1988. Mr. Ackerman is a director of the University of Massachusetts Amherst Foundation and serves on the audit committee of Olin College of Engineering. Mr. Ackerman received a B.S. in Accounting from the University of Massachusetts and became a Certified Public Accountant in 1979. Mr. Ackerman’s license is currently inactive.

  11. Director Nominee Qualifications and Biographical Information

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  12. Director Nominee Qualifications and Biographical Information

    The Board of Directors has determined that Mr. Ackerman should serve as a director of Artivion because of his expertise in accounting and financial reporting, particularly in the biotechnology industry. Daniel J. Bevevino has served as a director of Artivion since December 2003. From 1996 until March 2008, Mr. Bevevino served as the Vice President and Chief Financial Officer of Respironics, Inc. (“Respironics”), a company that developed, manufactured, and marketed medical devices used primarily for the treatment of patients suffering from sleep and respiratory disorders. He was employed by Respironics beginning in 1988. In March 2008, Respironics was acquired by Royal Philips (NYSE: PHG) (“Philips”), whose businesses included a variety of medical solutions, including medical diagnostic imaging and patient monitoring systems, as well as businesses focused on energy efficient lighting and consumer products. From March 2008 to December 31, 2009, Mr. Bevevino was employed by Philips as Head of Post-Merger Integration – Respironics, as well as in various operating capacities, to help facilitate integration of the combined companies. He is currently an independent consultant providing interim chief financial officer services in the life sciences industry, and he currently serves as a director of one of the private companies for which he provides services. He began his career as a Certified Public Accountant with Ernst & Young LLP. Mr. Bevevino’s license is currently inactive. Mr. Bevevino received a B.S. in Business Administration from Duquesne University and an MBA from the University of Notre Dame. The Board of Directors has determined that Mr. Bevevino should serve as a director of Artivion because of his expertise in accounting and financial reporting, particularly in the medical device industry. Marna P. Borgstrom has served as a director of Artivion since June 2018. From 2005 until March 2022, Ms. Borgstrom served as President, Chief Executive Officer, and a board member of Yale New Haven Health System, an integrated health care delivery system with approximately $5.88 billion in annual revenue, 2,681 patient beds, and 29,486 employees. During her tenure with Yale New Haven Health System, Ms. Borgstrom was instrumental in the health system’s growth, which over the last decade included an increase in revenue of 126%, patient beds of 26%, and employees of 60%. Ms. Borgstrom also played a significant role in integrating Yale New Haven Health System into a cohesive operating entity, increasing efficiencies and significantly reducing costs. During the challenging pandemic, Ms. Borgstrom and her team evolved care pathways for COVID-19 patients, such that Yale New Haven Health System was able to keep patients and employees safe and report mortality rates of less than 50% of the national average, despite treating a larger number of, and more medically complex, COVID-19 cases. Additionally, Ms. Borgstrom currently serves on the board of Marion Parke, a privately held company based in Minneapolis, Minnesota. Ms. Borgstrom received her Bachelor of Arts from Stanford University and a Masters in Public Health from Yale University. The Board of Directors has determined that Ms. Borgstrom should serve as a director of Artivion because of her extensive experience as a senior executive leading a large, complex organization in the healthcare sector, coupled with her knowledge of healthcare regulation and policy and her recognition within the healthcare industry. James W. Bullock has served as a director of Artivion since October 2016. Mr. Bullock previously served as the President and Chief Executive Officer of Zyga Technology, Inc. (“Zyga Technology”), a privately-held medical device company focused on products that treat conditions of the lumbar spine, until January 2018, when RTI Surgical, Inc. (formerly NASDAQ: RTIX) acquired Zyga Technology. Prior to that, he served for six years as President and Chief Executive Officer of Atritech, Inc. (“Atritech”). Atritech was a privately held cardiovascular manufacturing company that was acquired by Boston Scientific Corporation (NYSE: BSX). Prior to that, he served for nine years as President and Chief Executive Officer and was a member of the board of directors of Endocardial Solutions, Inc. (NASDAQ: ECSI) (“Endocardial Solutions”), a cardiac-focused medical device company that was acquired by St. Jude Medical, which was itself acquired by Abbott Laboratories (NYSE: ABT). Mr. Bullock also served as President and Chief Executive Officer and was a member of the board of directors of Stuart Medical, Inc., and he began his career working in a variety of sales and marketing leadership positions at Baxter International, Inc. (NYSE: BAX) and American Hospital Supply Corporation. Currently, in addition to Artivion’s Board of Directors, Mr. Bullock also serves as Chairman of the board of directors of Stimdia, Inc., a privately held company that conducts research for the development of medical devices for use in the critical care treatment of ventilator induced diaphragmatic dysfunction. Mr. Bullock also serves as Chairman of the board of directors of Surgical Information Science, Inc. and as a director of Intershunt Technologies, Inc., both private health companies. Mr. Bullock received a Bachelor of Science in Public Administration from the University of Arizona. The Board of Directors has determined that Mr. Bullock should serve as a director of Artivion because of his business acumen and substantial experience in the global medical device industry, particularly in the area of company growth. Jeffrey H. Burbank has served as a director of Artivion since September 2017. From 2019 until March 2022, Mr. Burbank served as the Chief Technology Officer at Fresenius Medical Care North America, a division of Fresenius Medical Care AG & Co. (NYSE: FMS) (“Fresenius Medical Care”), the world’s largest provider of products and services for individuals

  13. Director Nominee Qualifications and Biographical Information

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  14. Director Nominee Qualifications and Biographical Information

    with renal diseases. Prior to that, Mr. Burbank served as Chief Executive Officer and a member of the board of directors of NxStage Medical, Inc. (formerly NASDAQ: NXTM) (“NxStage Medical”), a leading medical technology company, positions he held since he founded NxStage Medical in 1998, until Fresenius Medical Care completed its acquisition of NxStage Medical in February 2019. Prior to founding NxStage Medical, Mr. Burbank was a co-founder of Vasca, Inc., a company that provided innovative implantable access devices, where he was the President and Chief Executive Officer, as well as Chairman of the board of directors. Mr. Burbank has over 30 years of senior leadership experience in the medical device industry, developing, marketing, and manufacturing products for end-stage renal disease patients. During his career he has been an inventor on over 50 U.S. patents for medical devices. Mr. Burbank received a Bachelor of Science in Industrial Engineering from Lehigh University. The Board of Directors has determined that Mr. Burbank should serve as a director of Artivion because of his business acumen and substantial senior leadership experience in the global medical device industry. Elizabeth A. Hoff has served as a director of Artivion since October 2022. Ms. Hoff is Chief Evangelist at Galen Data, Inc., a company that provides turn-key FDA and CE Mark compliant platform technology for medical device-to-cloud connectivity and data analysis, where she has served since April 2023. Ms. Hoff has 30 years of experience in the medical device and diagnostics industries and in the commercialization of transformational technologies. Ms. Hoff has served in various senior leadership roles related to, or in, the medical device field, including serving as the Executive Director of Business Development and Strategy at DM Clinical Research and as Chief Executive Officer or as an executive at several medical device start-up companies. Ms. Hoff also founded Hoff Professional Services where she offers consulting and executive coaching services to medical device leaders. Earlier in her career, she gained in-depth global experience in the aortic space, first at Guidant, leading Guidant’s endovascular expansion in Europe, and then as a Business Unit Leader at W. L. Gore, launching and leading the endovascular AAA and thoracic stent graft programs. She gained further senior executive experience at Medtronic as Vice President and General Manager, where she defined and drove a ten-fold expansion in Medtronic’s implantable cardiac diagnostic platform (now the LinQ product family). Ms. Hoff received her Bachelor of Arts in Managerial Studies and Psychology from Rice University. The Board of Directors has determined that Ms. Hoff should serve as a director of Artivion because of her extensive senior leadership and business experience in the medical device industry across public and private companies, including in the aortic technology space. J. Patrick Mackin was named President and Chief Executive Officer of Artivion in September 2014. He was appointed to the Artivion Board of Directors in October 2014, and he was appointed Chairman of the Board of Directors in April 2015. Mr. Mackin has more than 30 years of experience in the medical device industry. Prior to joining Artivion, Mr. Mackin served as President of Cardiac Rhythm Disease Management, the then-largest operating division of Medtronic plc (NYSE: MDT) (“Medtronic”), from August 2007 to August 2014. At Medtronic, he previously held the positions of Vice President, Vascular, Western Europe and Vice President and General Manager, Endovascular Business Unit. Prior to joining Medtronic in 2002, Mr. Mackin worked for six years at Genzyme, Inc. (“Genzyme”), serving as Senior Vice President and General Manager for the Cardiovascular Surgery Business Unit and as Director of Sales, Surgical Products Division. Before joining Genzyme, Mr. Mackin spent four years at Deknatel/Snowden-Pencer, Inc., in various roles, and three years as a First Lieutenant in the U.S. Army. Mr. Mackin served as a director of Opsens, Inc. (TSXV: OPS and OTCQX: OPSSF), a fiber optic sensors manufacturer, from 2016 until that company was sold in December 2023. Mr. Mackin served as a director of Wright Medical Group N.V. (NASDAQ: WMGI) (“Wright Medical”), a global medical device company focused on extremities and biologics, from July 2018 until November 2020, when Wright Medical was acquired by Stryker Corporation (NYSE: SYK). Mr. Mackin received an MBA from the Kellogg Graduate School of Management at Northwestern University and is a graduate of the U.S. Military Academy at West Point. The Board of Directors has determined that Mr. Mackin should serve as a director of Artivion because of his business acumen and substantial senior leadership experience in the global medical device industry. In addition, the Board of Directors believes that it is appropriate and valuable to have the President and Chief Executive Officer of Artivion serve as a member of the Board of Directors. Jon W. Salveson has served as a director of Artivion since May 2012. Mr. Salveson is the Vice Chairman, Investment Banking and Chairman of the Healthcare Investment Banking Group at Piper Sandler Companies (NYSE: PIPR), formerly Piper Jaffray Companies, a U.S. investment bank and asset management firm (“Piper Jaffray”). Mr. Salveson has served in his present position as Vice Chairman, Investment Banking since July 2010. Mr. Salveson was appointed Global Head of Investment Banking and a member of the Executive Committee of Piper Jaffray in 2004. He joined Piper Jaffray in 1993 as an associate, was elected Managing Director in 1999, and was named Group Head of Piper Jaffray’s international healthcare investment banking group in 2001. Mr. Salveson also served on the Board of Directors of Nuwellis, Inc. (NASDAQ: NUWE), an early-stage medical device company, until 2023. Mr. Salveson recently served on the board of

  15. Director Nominee Qualifications and Biographical Information

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  16. Director Nominee Qualifications and Biographical Information

    Asklepios Biopharmaceuticals, Inc., a private company specializing in gene therapy technologies, which was acquired by Bayer AG (ETR: BAYN) in 2020. Mr. Salveson received his undergraduate degree from St. Olaf College in 1987 and an M.M.M. in finance from the Kellogg Graduate School of Management at Northwestern University. The Board of Directors has determined that Mr. Salveson should serve as a director of Artivion because of his extensive experience in the healthcare industry and the medical technology sector, and, particularly, his extensive experience in strategic advisory roles for global healthcare companies in hundreds of transactions. Anthony B. Semedo has served as a director of Artivion since October 2021. Mr. Semedo has over 40 years of U.S. and international experience in the medical device industry. Until late 2019, Mr. Semedo served as Senior Vice President and President of Japan Operations at Medtronic, where he led multiple business units and functions. Through his tenure at Medtronic from 2002 to 2019, Mr. Semedo held several executive management positions, including Senior Vice President and President of the company’s Aortic, Peripheral, and Venous (APV) Division and Senior Vice President and President of Endovascular Innovations. During his time at Medtronic, Mr. Semedo also served as Vice President of Medtronic’s Japan Cardiovascular Business and as Global Vice President of Vascular Research and Development. Prior to 2002, Mr. Semedo spent time at Alaris Medical Systems, Eli Lilly & Co., and Abbott Laboratories. Mr. Semedo received his Bachelor of Science in Engineering from the University of Massachusetts. The Board of Directors has determined that Mr. Semedo should serve as a director of Artivion because of his extensive knowledge of and extensive leadership experience in the medical device industry, including in the aortic technology space.

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  18. Elements of Non-Employee Director Compensation

    Elements of Non-Employee Director Compensation

  19. Fiscal 2023 Director Compensation

    Fiscal 2023 Director Compensation The following table provides compensation information for the one-year period ended December 31, 2023, for each person who was a member of our Board of Directors in 2023, other than J. Patrick Mackin.

  20. Fiscal 2023 Director Compensation

    | Name | Retainers Earned or Paid in Cash(1) ($) | Annual Stock Awards(2) ($) | Total ($) | | (a) | (b) | (c) | (d) | | Thomas F. Ackerman | 80,000 | 150,004 | 230,004 | | Daniel J. Bevevino | 85,000 | 150,004 | 235,004 | | Marna P. Borgstrom | 70,000 | 150,004 | 220,004 | | James W. Bullock | 67,500 | 150,004 | 217,504 | | Jeffrey H. Burbank | 115,000 | 150,004 | 265,004 | | Elizabeth A. Hoff | 60,000 | 150,004 | 210,004 | | Jon W. Salveson | 65,000 | 150,004 | 215,004 | | Anthony B. Semedo | 67,500 | 150,004 | 217,504 |

  21. Fiscal 2023 Director Compensation

    (1)Amounts shown include annual Board of Director service retainer, committee Chair and committee membership retainers, and, for Mr. Burbank, a Lead Director retainer, earned by our non-employee directors during 2023. Note that the Annual Stock Awards, which are generally made on June 1, cover the one-year service period ending on May 31 the following year. (2)Amounts shown represent the aggregate grant date fair value of the 9,709 restricted shares granted to each non-employee director, as calculated in accordance with FASB ASC Topic 718. We issued the awards on June 6, 2023, and we valued them at $15.45 per share, which was the closing price on the grant date. See Notes 1 and 15 of the Notes to Consolidated Financial Statements filed with Artivion’s Annual Report on Form 10-K for the year ended December 31, 2023 for assumptions used in valuing restricted stock awards. The restricted stock represented here vests on June 6, 2024; accordingly, these shares remained subject to vesting restrictions as of December 31, 2023. J. Patrick Mackin, Chairman, President, and Chief Executive Officer received no compensation in 2023 for his services as a director of the Company. His compensation as an executive officer of the Company is detailed in the Summary Compensation Table on page 46.

  22. 2022 Say on Pay Vote and 2023 Program Decisions

    its advisors and management, that it was appropriate to use this metric across both plans because it continued to be one of the most significant drivers of Company performance and stockholder value creation for 2023. The payout for the cash bonus was capped at 200% overall of target, inclusive of any adjustments for personal performance; •As explained in more detail below, the Committee continued to use adjusted EBITDA as the other metric for the annual performance share plan, concluding, with input from its advisors and management, that like constant currency revenue growth, adjusted EBITDA was an important indicator of Company performance and a significant driver of stockholder value creation for 2023. The performance share plan was capped at 150% with no modifier for personal performance; •The Committee decided to maintain in 2023 the same types of annual equity vehicles (stock options, restricted stock units (“RSU”), and performance stock units (“PSU”)) for officer annual long-term incentive awards that it had used in 2022; however, unlike in 2022, due to the acceleration into November 2022 of a portion of the executives’ 2023 annual equity grants, as well as share-count constraints that the Company faced when it made annual PSU and 2023 LTIP PSU grants in February 2023, the allocation among the equity vehicles, which was based on estimated grant date fair value, was more heavily weighted towards options and RSUs than PSUs; •As thoroughly explained in the Company’s 2023 proxy filing, in November 2022, the Committee decided to accelerate into November 2022 a portion of the executives’ annual equity grants intended for 2023. These November 2022 grants, which consisted of RSUs and stock options, were considered by the Committee to be part of executives’ 2023 compensation, and, therefore, the value of these November 2022 awards was deducted from the total 2023 target equity award level to determine the value of awards issued in February 2023. The November 2022 awards are not included in the 2023 Summary Compensation Table at page 46 due to the actual timing of the awards and applicable regulatory requirements. In February 2023, the Committee approved the final portion of the 2023 annual equity grants, consisting of annual PSUs. The target equity values listed in the table set forth on page 31, reflect the NEO’s target 2023 annual equity compensation, inclusive of these November 2022 grant values; •The Committee increased the target annual equity value from 2022 to 2023 for all NEOs both as a reward for exceptional individual performance coming out of the pandemic in 2022, and to bring annual equity targets more in-line with market medians for such officers, because, as those medians have increased over the past several years, the NEOs’ annual equity targets have lagged slightly behind. The target annual equity values for NEOs’ annual equity in 2023 were as follows: Mr. Mackin’s was $3,110,425; Mr. Lee’s was $1,012,574; Ms. Holloway’s was $611,098; Mr. Davis’s was $607,197; and Ms. Horton’s was $319,029. As in prior years, the 2023 annual equity grant (inclusive of the November 2022 grant), when combined with the 2023 LTIP PSU and tranche 3 of the 2019 LTIP (both explained in greater detail below), gave executives the potential through superior performance to earn target equity payouts in range of the 75th percentile; •In February 2023, the Committee adopted a framework for the cash bonus and performance stock plans and the metrics for the 2023 incentive plans. The Committee finalized and approved the full-year financial metrics for both the 2023 cash bonus and performance share plans as follows: (a) for the cash bonus plan, a single metric of constant currency revenue growth in 2023 versus 2022 with a target of 9%; and (b) for the performance share plan, (1) a metric of constant currency revenue growth in 2023 versus 2022 (the same metric and target as the cash bonus plan) weighted at 50%, and (2) a metric based on performance to target adjusted EBITDA, also weighted at 50%. For the revenue metric, the Company’s Cardiogenesis business was excluded from the measurement of constant currency revenue growth, because the Company abandoned that business in 2023 due to supply factors outside of the Company’s control; •As explained in the Company’s previous proxy filings, in 2019, the Committee approved the “2019 LTIP,” a long-term incentive, performance-based equity grant, that included three performance periods, or “tranches,” spanning a total of five years. In the first quarter of 2021, even though the last year of the performance period for tranche one was 2021, it became evident that the first tranche of the Company’s 2019 LTIP, representing 60% of the entire award that was scheduled to vest over the three-year period from 2021-2023, would not payout as a result of the unanticipated impact of COVID-19 in 2020 on the Company’s business performance. As a result, the Committee concluded that the first tranche of the 2019 LTIP would have no retentive value or incentivizing impact on executive behavior for 2021 (or beyond), during a crucial multi-year period when it was even more critical for the executive team to be focused on revenue growth and long-term value creation. Nonetheless, the Committee decided to make no mid-stream adjustments to the 2019 LTIP and allowed the first tranche to payout at zero. The Committee decided, however, that the same considerations that led it to grant the 2019 LTIP in the first place—a focused incentive for management to deliver at least 9% constant currency revenue growth and an increasingly competitive

  23. 2022 Say on Pay Vote and 2023 Program Decisions

    external talent market—continued to be valid in 2021, particularly in light of the continued impact of COVID-19 into 2021. The Committee also wished to provide officers with the additional related incentive to drive recovery from COVID-19 in the Company’s 2021 business performance. Accordingly, the Committee decided to issue executives a one-year performance stock unit award (the “2021 LTIP PSU”) based on the same metrics that applied in the 2019 LTIP, with the exception of the elimination of the gross margin modifier. The Committee determined to eliminate the gross margin modifier for the 2021 LTIP PSU so that management would not be disincentivized from making continued significant investments in the business in 2021 to lay the groundwork for success in 2022 and beyond, and in recognition of the changing business conditions and inflation that occurred since the gross margin targets were initially established in 2019. The Committee also reduced the maximum target payout in the 2021 LTIP PSU to 200% (from 250% in the 2019 LTIP) for most NEOs to counterbalance the elimination of the gross margin modifier, as well as to level payouts among all executives; •Based on those very same considerations, as it had done in 2022, and to further incent executives to drive at least 9% constant currency revenue growth in 2023 and to align executives’ interests with those of stockholders, the Committee decided to issue executives a third and final, one-year performance stock unit award (the “2023 LTIP PSU”) based on the same metrics and targets that applied in the 2019 LTIP, again with the exception of the elimination of the gross margin modifier and the change to the maximum payout, and for the above-described reasons, with the exclusion of the Cardiogenesis business from the calculation of constant currency revenue growth. As in 2021 and 2022, the Committee determined that the 2023 LTIP PSU would be based on a number of shares, not overall value of shares at the time of grant, to reflect the fact that the share price in 2023 was lower than it had been in 2019 when the 2019 LTIP was granted. The target number of shares for NEOs under the 2023 LTIP PSU was one-third of the target number of shares in the first tranche of the 2019 LTIP as follows: Mr. Mackin’s was 20,202 shares; Mr. Lee’s was 3,367 shares; Ms. Holloway’s and Mr. Davis’s was 2,693 shares; Ms. Horton’s was 1,683 shares; •For the 2023 LTIP PSU, as it had done in 2021 and 2022, the Committee adopted a design metric of performance stock unit awards with 100% of payout based on the constant currency revenue growth rate of 9% in 2023 when compared with 2022, with a maximum payout of 200% of target; •In conjunction with the Company’s transition to a new Chief Financial Officer, the Committee approved a one-time performance and retention equity grant for the Company’s Chief Accounting Officer, Ms. Horton, in the form of RSUs valued at $360,000, and that grant was made in December 2023; and •The Committee approved a one-time, new-hire equity grant for the Company’s new Chief Financial Officer, Mr. Berry, valued at $1,500,000, split equally between options and RSUs, and that grant was made in December 2023.

  24. Pay-for-Performance Alignment, Including Incentive Plan Designs and Metrics

    Pay-for-Performance Alignment, Including Incentive Plan Designs and Metrics The Committee believes it has developed a compensation program that ensures that the interests of the Company’s executive officers, including its NEOs, are aligned with those of its stockholders by strongly linking executive officer compensation with Company and personal performance at levels such that executive officers are incented to drive long-term value creation, especially given the Company’s growth objectives in the coming years. The key pay-for-performance aspects of the 2023 executive officer compensation program are described below: •50% or more of each NEO’s total target direct compensation is in the form of variable pay tied to individual and Company performance; •Short-term incentives are designed to be based significantly on constant currency revenue growth, a factor that is believed to create significant stockholder value creation, and over which executive officers are believed to have substantial control, and that is intended to incentivize executive officers to achieve Company target performance on this key financial metric; •Targets for short-term incentive opportunities are set at challenging levels designed to incentivize executive officers to achieve business growth at or above levels expected by stockholders, while setting up the Company for long-term success and continued growth; •Annual long-term incentive opportunities are equity-based and include stock options, which only provide value to executive officers if the stock price increases beyond the grant date price, and performance stock units, which are designed to be earned only if specified results at challenging levels for revenue and adjusted EBITDA, as defined below, are attained, thereby incentivizing executive officer performance that furthers the Company’s strategic goals

  25. Pay-for-Performance Alignment, Including Incentive Plan Designs and Metrics

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  26. Pay-for-Performance Alignment, Including Incentive Plan Designs and Metrics

    and drives stockholder value. Such performance stock units, however, are not fully earned if such challenging levels are not met, as was the case with the first tranche of the 2019 LTIP and the 2022 annual performance share award; •NEOs are subject to stock ownership requirements to ensure alignment with stockholders and to encourage executive officers to maintain a long-term view of Company performance; and •Our newly amended Clawback Policy is designed to diminish the likelihood that executive officers unjustly benefit in cash or equity from material misstatements in our financial statements, or from restatements that correct errors that are not material to previously issued financial statements but would result in a material misstatement if corrected or left uncorrected in a current financial reporting period. As described in this Proxy Statement, in 2023, the executive officer compensation program effectively delivered pay-for-performance—perhaps better than it ever has in the past—as follows: •In 2023, we achieved record levels of annual total revenue and significant, above-target constant currency revenue growth of 13.1% (target was 9%), resulting in maximum payouts at 200% of target for the cash bonus program and at 150% of target for the revenue component of the annual performance share plan, as well as a maximum payout at 200% of target for the 2023 LTIP PSU; and •Our 2023 adjusted EBITDA increased by nearly 30% and was at 109.4% of target plan performance (i.e., $53,800,000 versus a target of $49,168,000), leading to an above-target payout at 147.3% of target for this component of the annual performance share plan, and, when combined with the maximum 150% payout for the revenue component of the annual performance share plan, ultimately resulted in an above-target performance stock unit pay out at 148.6% of the target award level. Throughout this Proxy Statement, we refer to revenue and adjusted EBITDA. Adjusted EBITDA reflects adjustments to measures reported under U.S. generally accepted accounting principles (“GAAP”). Appendix A to this Proxy Statement provides certain required information related to these non-GAAP measures, including a reconciliation to our audited U.S. GAAP financial statement measures for 2023, as presented in our 2023 Form 10-K filed on February 23, 2024.

  27. Independent Compensation Consultant

    Independent Compensation Consultant The Committee has the authority to engage consultants, including compensation consultants, to assist with its responsibilities. With respect to general executive officer compensation decisions made during fiscal 2023 and regarding 2023 compensation, the Committee retained Willis Towers Watson as its primary compensation consultant for general executive officer compensation matters. The compensation consultant reports directly to the Committee, is directed by the Committee, and provides only those services authorized by the Committee. The compensation consultant provides no other services to Artivion. The compensation consultant generally performs an annual review of officer compensation and biennial review of non-employee director compensation, analyzes the relationship between executive officer pay, including that of our Chief Executive Officer, and Company performance, compares executive officer and non-employee director compensation

  28. Independent Compensation Consultant

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  29. Independent Compensation Consultant

    against such compensation of appropriate comparable companies and industry standards, informs the Committee of emerging practices and trends, assists with special projects at the request of the Committee, and attends Committee meetings when invited. In February 2023, and again in February 2024, the Committee assessed the independence of Willis Towers Watson pursuant to applicable SEC and NYSE rules and concluded that Willis Towers Watson was independent and its work for the Committee did not raise any conflict-of-interest concerns.

  30. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | Compensation Component | Primary Purpose | Form | Performance Linkage | | Base Salary | Provide sufficiently competitive pay to attract, retain, motivate, and reward experienced and capable executive officer talent. | Cash | Base salaries are determined based on individual executive officer performance, competitive market positioning, internal pay equity, and other factors. In addition, Company performance impacts the decision as to whether any salary adjustments are made when they are established in February of each year. | | Short-Term Incentive | Encourage and reward both individual achievement of performance objectives and aggregate Company performance against short-term financial and operating goals, maintain market competitiveness for top executive officer talent, and recognize the unique attributes an executive officer brings to the Company. | Cash | Short-term incentive payouts are 100% performance-based, with the structure for fiscal 2023 having payouts based 100% on entire-year constant currency revenue growth during 2023. The payout can then be increased or reduced by up to 20% based on individual executive officer performance, up to an overall cap of 200%. |

  31. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | Compensation Component | Primary Purpose | Form | Performance Linkage | | Long-Term Incentive – Annual Equity | Encourage and reward long-term stockholder value creation, retain highly capable executive officer talent, and facilitate long-term stock ownership among our executive officer team to further align executive officer and stockholder interests. | Performance Stock Units Stock Options Restricted Stock Units 2023 LTIP PSU Tranche 3 of the 2019 LTIP | PSUs and LTIP PSUs are earned only if specific levels of Company performance are achieved during the relevant performance period. For fiscal 2023, annual PSU payouts were based 50% on entire-year constant currency revenue growth during 2023 and 50% based on entire-year adjusted EBITDA during 2023, up to a cap of 150% for each individual metric and overall. The 2023 LTIP PSU payouts were based 100% on entire-year constant currency revenue growth during 2023, and, in the case of tranche 3 of the 2019 LTIP, based on constant currency revenue growth with a modifier for gross margin. Stock options deliver realizable value to executive officers only if the stock price increases beyond the grant date stock price; the realizable value of restricted stock awards is linked to Artivion’s stock price at and after the grant date. |

  32. COMPENSATION MIX

    | Compensation Component | Mackin | Lee | Holloway | Davis | Horton | | Salary ($)(1) | 775,869 | 495,086 | 411,245 | 391,207 | 329,347 | | Short-Term Incentive (at target) ($)(2) | 775,869 | 297,052 | 205,623 | 195,604 | 131,739 | | Long-Term Incentive(3) - Annual Equity (Grant Date Fair Value at target) ($) - 2023 LTIP PSU (Grant Date Fair Value at target) ($) - One-Time Performance and Retention RSU Grant (Grant Date Fair Value) ($) | 3,110,425 271,515 | 1,012,574 45,252 | 611,098 36,194 | 607,197 36,194 | 319,029 22,620 360,000 | | Target Total Direct Compensation ($) | 4,933,678 | 1,849,964 | 1,264,160 | 1,230,202 | 1,162,735 | | % Fixed(4) % Variable(5) | 15.7 84.3 | 26.8 73.2 | 32.5 67.5 | 31.8 68.2 | 28.3 71.7 | | % Short-Term Compensation(6) % Long-Term Compensation(7) | 31.5 68.5 | 42.8 57.2 | 48.8 51.2 | 47.7 52.3 | 39.7 60.3 |

  33. COMPENSATION MIX

    (1)Salary was set by the Committee in February 2023. (2)Like in 2022, Short-Term Incentive (cash bonus) was tied only to financial metrics. (3)Long-Term Incentive - Annual Equity (inclusive of the November 2022 accelerated grants) and the 2023 LTIP PSU (Grant Date Fair Value at target) are based on a grant date closing share price of (i) $11.03 for the November 2022 grants and (ii) $13.44 for the February 2023 annual PSU and 2023 LITP PSU grants. Ms. Horton’s one-time performance and retention grant made in December 2023 is based on a grant date closing share price of $17.83. (4)Salary as a percentage of Target Total Direct Compensation. (5)Short-Term Incentive plus Long-Term Incentive as a percentage of Target Total Direct Compensation. (6)Salary plus Short-Term Incentive as a percentage of Target Total Direct Compensation. (7)Long-Term Incentive as a percentage of Target Total Direct Compensation.

  34. MARKET ANALYSIS

    MARKET ANALYSIS As part of its decision-making process, the Committee requests and reviews relevant market data regarding executive officer compensation levels, Company performance, and the relative relationship between executive officer pay and Company performance. The Committee, however, views this data as one of many inputs into its decision-making process, which also includes other assessments of the Company’s performance, assessments of each executive officer’s performance, the need to address unforeseen challenges, significant changes in roles and responsibilities, internal pay equity among executive officers, and retention considerations. Each year, the Committee reviews and considers an executive officer compensation study prepared by Willis Towers Watson, additional compensation data provided by management, and internal equity information. The executive officer compensation study is typically completed in the fourth quarter of the fiscal year and is used to inform the Committee’s decisions regarding the subsequent fiscal year’s compensation. Accordingly, the relevant study and market information reviewed by the Committee with regard to fiscal 2023 officer compensation was presented to the Committee in the fourth quarter of fiscal 2022. We refer to this study as the “2022 Study.” The Committee reconsidered the 2022 Study for continued applicability at its first quarter 2023 meetings. As in prior years, the 2022 Study assessed both the competitiveness of pay levels, generally and by certain specific positions, as well as the alignment of pay with Company performance. The Company’s 2023 compensation peer group, which is described in more detail below, had median revenues of $328.6 million, based on the latest figures available at the time the 2022 Study was prepared, and median market capitalization as of June 2022 of $789.3 million. In addition to using officer pay information as disclosed by companies in the compensation peer group, the 2022 Study used survey data drawn from a compensation survey of U.S. companies, including medical device companies with targeted revenues of $200 million - $1 billion, in order to approximate the Company’s estimated revenue for 2023. With respect to all NEOs included in the 2022 Study, the data in the study was a blend of the 2022 peer group and the survey information. In each case, Willis Towers Watson trended the compensation data forward to January 1, 2023 by a factor of 3.0%. The following peer companies were used for the 2022 Study.

  35. MARKET ANALYSIS

    | Peer Company(1) | FYE Revenue(2) ($) | | Avanos, Medical, Inc. | 761.3 | | Inogen, Inc. | 351.5 | | Axogen, Inc. | 127.3 | | Orthofix Medical, Inc. | 465.3 | | Glaukos Corp. | 293.7 | | Nevro Corp. | 386.1 | | Accuray Incorporated | 429.9 | | Lantheus Holdings, Inc. | 541.6 | | Tactile Systems Technology, Inc. | 213.3 | | SeaSpine Holdings Corp. | 200.2 | | AngioDynamics, Inc. | 316.2 | | Cardiovascular Systems, Inc. | 236.2 | | AtriCure, Inc. | 289.6 | | iRhythm Technologies, Inc. | 340.9 | | Cutera, Inc. | 239.6 | | Median | 328.6 | | Artivion’s 2023 Revenue | 354.0 |

  36. MARKET ANALYSIS

    The following survey source was used in the 2022 Study: •2022 Radford Executive Survey. The peer companies were recommended by Willis Towers Watson and considered and approved by the Committee. In approving the peer group, the Committee considered the fact that each company is (or was at the time) publicly traded, operates in a similar industry, is similar in size, scope, and complexity, and is reasonably representative of our pool for executive officer talent, although Artivion routinely recruits from much larger medical device companies. The Committee also concluded that the companies are (or were at the time) within a reasonable range of Artivion’s historical, current, or projected revenues. Nonetheless, the Committee reviews and considers changes to the peer group and survey sources in connection with each year’s study. It does so to ensure that the peer group and survey sources continue to reflect appropriate reference points for Artivion. For example, in the third quarter of 2023, for purposes of evaluating the compensation to be paid to executives in fiscal year 2024, the Committee (at the recommendation of Willis Towers Watson) made several changes to the peer group that the Committee used for its 2023 analysis, namely: (1) Cardiovascular Systems, Inc, Lantheus Holdings, Inc., and SeaSpine Holdings Corp. were removed; and (2) Inari Medical, Inc., Alphatec Holdings, Inc., Zynex, Inc., and SilkRoad Medical, Inc. were added to the peer group. These changes were made to the peer group used for benchmarking 2024 executive compensation to address, among other things, consolidation and other strategic transactions in the medical device industry in 2023, and to ensure an appropriate balance of medical device companies with whom the Company competes for talent, both in terms of revenue, projected revenue growth, market capitalization, and workforce size.

  37. 2023 Short-Term Incentives – The 2023 Cash Bonus Plan

    2023 Short-Term Incentives – The 2023 Cash Bonus Plan In February 2023, the Committee adopted the “2023 Cash Bonus Plan” as set forth above at page 27.

  38. 2023 Short-Term Incentives – The 2023 Cash Bonus Plan

    | ARTIVION, INC. | 2024 Proxy Statement | 34 |

  39. 2023 Short-Term Incentives – The 2023 Cash Bonus Plan

    Analysis – Program Design The table below shows the performance metrics set for the 2023 Cash Bonus Plan as finalized in February 2023.

  40. 2023 Short-Term Incentives – The 2023 Cash Bonus Plan

    | 2023 Performance Goals | | | | | | | Performance Measure | Weight (%) | Threshold | Target | Stretch | Maximum | | Revenue Growth Rate; Constant Currency (2023 v. 2022) | 100 | 5.0% growth | 9.0% growth | 11.0% growth | 13.0% growth | | Financial Metric Potential Payouts (%) | | 30 | 100 | 150 | 200 | | - The final payout can be increased or decreased, up to 20%, based on an individual executive officer’s performance, subject to an overall cap of 200%. | | | | | |

  41. 2023 Short-Term Incentives – The 2023 Cash Bonus Plan

    The Committee believed that the 2023 threshold and target performance levels for the constant currency revenue metric were challenging and would drive stockholder value creation. In addition, the 2023 revenue target performance level was within the range of 2023 product and service revenue guidance publicly announced by Artivion in the first quarter 2023. In arriving at its decision to approve the 2023 final metric and payouts, the Committee took into consideration the following: •The Committee’s belief that the core plan design and its pay-for-performance orientation achieved the objectives of the Committee’s Compensation Philosophy; •The Committee’s belief that the achievement of target constant currency revenue growth was key to incentivizing executive officers to achieve Company performance that will further the Company’s strategic business plan and ultimately deliver value to stockholders, without encouraging excessive risk taking by executive officers; •The plan’s similarity to the short-term incentive plans of the Company’s peer group companies; •Artivion’s 2022 performance, and whether any changes to performance metrics were required to achieve 2023 business goals; and •Recent historical payout levels that the Committee believed indicated that performance goals over the last few years had been set at reasonably challenging levels. Overall, the Committee believed the 2023 Cash Bonus Plan was appropriately incentivizing given the executive officers’ roles and authority within Artivion, and that the size of the incentives was appropriate based on the 2023 peer group information and internal pay equity considerations. Analysis – Plan Payout The 2023 Cash Bonus Plan payouts in early 2024 were based on actual financial performance results of Artivion relative to the predetermined goal, which exceeded the target for payout under the plan. Specifically, the Company achieved record levels of annual total revenue and significant constant currency revenue growth of 13.1% in 2023 as compared to 2022. That level of constant currency revenue growth resulted in a maximum payout of 200% of target. Mr. Mackin’s 2023 Cash Bonus Plan payout in early 2024 was also based on the same considerations. The Board of Directors reviewed Mr. Mackin’s individual performance relative to his individual goals for 2023 and, after receiving the Committee’s certification of the 2023 performance metric and the Committee’s recommendation, approved the Chief Executive Officer’s bonus payout at the amount set forth below.

  42. 2023 Short-Term Incentives – The 2023 Cash Bonus Plan

    | ARTIVION, INC. | 2024 Proxy Statement | 35 |

  43. 2023 Short-Term Incentives – The 2023 Cash Bonus Plan

    The following tables show the performance results for the 2023 performance metrics, the payout, and that there were no adjustments to the short-term incentive paid to each NEO.

  44. 2023 Short-Term Incentives – The 2023 Cash Bonus Plan

    | 2023 Annual Incentive Program (Cash Bonus Plan) Actual vs. Target Performance | | | | | | Performance Measure | Weight (%) | Actual Performance | Target Performance | Payout % of Target (%) | | Revenue Growth Rate; Constant Currency (2023 v. 2022) | 100.0 | 13.1% growth | 9.0% growth | 200.0 | | - The final payout can be increased up to 20%, based on an individual executive officer’s performance. - The final payout cannot exceed 200% of target payout. | | | | |

  45. 2023 Short-Term Incentives – The 2023 Cash Bonus Plan

    | 2023 Annual Incentive Program (Cash Bonus Plan) Actual vs. Target Payout | | | | | | | Executive Officer | Actual Payout ($) | Target Payout ($) | Company Performance Payout % of Target (%) | Personal Performance Modifier (%) | Total Payout % of Target (%) | | Mackin | 1,551,738 | 775,869 | 200.0 | 0.0 | 200.0 | | Lee | 594,103 | 297,052 | 200.0 | 0.0 | 200.0 | | Berry(1) | ̶ | ̶ | ̶ | ̶ | ̶ | | Holloway | 411,245 | 205,623 | 200.0 | 0.0 | 200.0 | | Davis | 391,207 | 195,604 | 200.0 | 0.0 | 200.0 | | Horton | 263,478 | 131,739 | 200.0 | 0.0 | 200.0 |

  46. 2023 Short-Term Incentives – The 2023 Cash Bonus Plan

    (1) Mr. Berry was not eligible for a cash bonus given his December 4, 2023 start date.

  47. 2023 Long-Term Incentives – Annual Equity

    2023 Long-Term Incentives – Annual Equity Based on input from management and in consultation with Willis Towers Watson, starting in the fourth quarter of 2022, the Committee considered the 2023 Annual Long-Term Incentive Program, and in the design of the 2023 program, determined to continue with the 2022 program’s mix of equity awards among stock options, RSUs, and PSUs. Unlike in recent years, however, the 2023 annual equity grants were not intended to be equally split between options, RSUs, and PSUs, and because of the acceleration into November 2022 of a portion of the executives’ 2023 annual equity grants, as well as share-count constraints that the Company faced when it made annual PSU and 2023 LTIP PSU grants in February 2023, the allocation among the annual equity vehicles was weighted more heavily towards options and RSUs than PSUs (on average among the NEOs, the allocation was 41% options, 41% RSUs, and 18% PSUs). This mix may be altered for executive officers located outside of the U.S. to accommodate local tax issues. The Committee determined that the estimated grant date fair value of the awards under the Annual Long-Term Incentive Program in 2023 would be established at the levels disclosed in the table below to remain market competitive, as reflected in the 2022 Study. Market comparisons were based on the Company’s current financial statistics, such as annual revenue and market cap, as well as the anticipated growth of the Company and the continued increase in the complexity of the Company’s business following the acquisitions of JOTEC AG in fiscal 2017 and Ascyrus Medical LLC in fiscal 2020, the distribution agreement with Endospan Ltd., which commenced in 2019, the divestiture of the PerClot business with a transition manufacturing agreement with Baxter Healthcare Corp., the ongoing transition to the MDR in Europe, and the Company’s rapid growth in international markets, in particular the Asia Pacific and Latin American markets during 2022 and continuing into 2023. To determine the number of shares of RSUs, target PSUs, and options to be granted, the Committee directed management to determine (i) the number of units of restricted stock and target performance stock units using the closing share price of the Company’s stock on the grant dates, and (ii) the number of stock options using the estimated fair value of the options as of the option grant date. Grants generally were made on the first permissible trading day following the Committee’s approval of such awards. In this instance, grant values approved by the Committee were converted to units using a stock price of $11.03 for the option and RSU grants, the closing price on November 8, 2022 when those grants were made, and $13.44 for the PSU grant, the closing price on February 22, 2023 when that grant was made.

  48. 2023 Long-Term Incentives – Annual Equity

    | ARTIVION, INC. | 2024 Proxy Statement | 36 |

  49. 2023 Long-Term Incentives – Annual Equity

    For 2023, and as further described under Analysis below, the PSUs are subject to two performance measures: (1) constant currency revenue growth in 2023 as compared to 2022, weighted at 50%; and (2) performance to target adjusted EBITDA in 2023, also weighted at 50%, concluding, with input from its advisors and management, that it was appropriate to do so because, in the Committee’s estimation, these were the most significant drivers of Company performance and stockholder value creation in 2023. The Committee capped maximum payouts under this program at 150% of the target award. See Appendix A for further details regarding the adjusted EBITDA measure. The following table provides the 2023 equity awarded through the Annual Long-Term Incentive Program to the NEOs as approved by the Committee.

  50. 2023 Long-Term Incentives – Annual Equity

    | 2023 Annual Equity Grant Level | | | | | Executive Officer | Performance Stock Units(1) (#) | Stock Options(2) (#) | Restricted Stock Units(3) (#) | | Mackin | 39,466 | 280,435 | 116,954 | | Lee | 15,072 | 88,043 | 36,718 | | Berry(4) | — | 93,633 | 42,064 | | Holloway | 8,638 | 53,804 | 22,439 | | Davis | 8,571 | 53,478 | 22,303 | | Horton(5) | 4,318 | 28,370 | 32,022 |

  51. 2023 Long-Term Incentives – Annual Equity

    (1)Reflects the target performance stock unit award level. The actual number of PSU shares earned was based on performance factors determined by the Committee. Actual earned shares vest 50% on the later of the first anniversary of the award date or the first available date after the Committee certifies the prior year’s financial metric results (determined to be February 23, 2024, the date that the Company filed its Form 10-K for fiscal 2023); 25% on the second anniversary of the award date; and 25% on the third anniversary of the award date. (2)Stock options were granted to all NEOs, except for Mr. Berry, on November 8, 2022 and vest 1/3 per year beginning on the first anniversary of the grant date. (3)Restricted stock units were granted to all NEOs, except for Mr. Berry, on November 8, 2022 and cliff vest on the third anniversary of the grant date. (4)On December 6, 2023, Mr. Berry received a one-time, new-hire grant valued at $1,500,000, split equally between options and RSUs. The options vest 1/3 per year beginning on the first anniversary of the grant date, and the RSUs cliff vest on the third anniversary of the grant date. (5)In addition to Ms. Horton’s Annual Equity Grant, in November 2023, the Committee approved a one-time performance and retention RSU grant with a grant date value of $360,000, which vests 1/2 per year beginning on the first anniversary of the grant date. Analysis – Program Design In approving the 2023 long-term incentive grant values awarded through the Annual Long-Term Incentive Plan in November 2022 and February 2023, the Committee considered the following factors: •Updated market competitiveness analysis by the independent compensation consultant; •Increased size, geographic scope, and business complexity of the Company following integration of JOTEC AG, the acquisition of Ascyrus Medical LLC, the distribution agreement with Endospan, Ltd., the divestiture of PerClot with a transition manufacturing agreement, and continued expansion into Asia Pacific and Latin America, resulting in significant growth in those regions; •Regulatory and clinical challenges associated with the transition to the MDR in Europe and the introduction of some of the JOTEC stent graft products into the U.S. market; •2022 personal and Company performance; •The Committee’s continued desire to have a mix of value among stock options, restricted stock, and performance stock units for the annual awards; •The compensation program’s design, which emphasizes pay-for-performance and aligns executive officer performance (and resulting compensation) with stockholder interests; •Performance and retention incentives achieved through the use of annual equity grants; and

  52. 2023 Long-Term Incentives – Annual Equity

    | ARTIVION, INC. | 2024 Proxy Statement | 37 |

  53. 2023 Long-Term Incentives – Annual Equity

    •The parameters of Artivion’s stockholder-approved equity plan, the 2020 ECIP, and the availability of shares under that plan. The Committee determined vesting schedules in consultation with Willis Towers Watson and management and believed that such vesting provided the appropriate long-term incentive and retention for executive officers’ continued employment. All annual long-term incentive (time-based) awards vest over a three-year period. Analysis – Plan Payout – PSUs Earned In arriving at its decision in February 2024 to certify the PSUs earned by NEOs, the Committee took into consideration the Company’s actual performance results relative to the above-described metrics. As it relates to the revenue metric, in 2023, the Company achieved record levels of annual total revenue and significant constant currency revenue growth of 13.1% as compared to 2022. The following table presents the threshold, target, and maximum performance levels associated with threshold, target, and maximum award opportunities, which fall on a sliding scale for the 2023 annual PSU award grants. The table also provides the actual performance level for 2023, as certified by the Committee, together with the associated level of shares that were earned.

  54. 2023 Long-Term Incentives – Annual Equity

    | 2023 Performance Stock Units – Annual Award Actual vs. Threshold/Target/Maximum Performance | | | | | | | Performance Measure | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | Payout % of Target (%) | | Revenue Growth Rate; Constant Currency (2023 v. 2022) | 5.0% growth | 9.0% growth | 11.0% growth | 13.1% growth | 150.0 | | Financial Metric Potential Payouts (%) | 30 | 100 | 150 | — | — | | 2023 Adjusted EBITDA | $41,793,000 | $49,168,000 | $54,085,000 | $53,800,000 | 147.3 | | Financial Metric Potential Payouts (%) | 60 | 100 | 150 | — | — | | - Each performance measure is weighted at 50%. - The combined resulting final payout was 148.6% of target. | | | | | |

  55. 2023 Long-Term Incentives – Annual Equity

    See Appendix A for further details regarding the adjusted EBITDA measure. The 2023 PSU payouts in early 2024 were based on the same, strong constant currency revenue growth results set forth above with respect to the 2023 Cash Bonus Plan, combined with the adjusted EBITDA results set forth in the above table, resulting in a payout of 148.6% of target. The PSU awards will vest based on the executive officer’s continued service: 50% of the shares earned vested on February 23, 2024 (following the Committee’s certification of the adjusted payout of shares under the performance metric); 25% of the shares earned will vest on February 22, 2025; and the remaining 25% of the shares earned will vest on February 22, 2026, assuming that (i) the executive officer continues to be employed by the Company on those dates, (ii) if the executive officer is no longer employed, the Committee waives the employment requirement, or (iii) the executive officer has retired in accordance with the definition of Retirement set forth in Artivion’s PSU grant agreement. The following table shows the target payout and the adjusted payout of PSUs granted to each NEO based on the 2023 performance metrics.

  56. 2023 Long-Term Incentives – Annual Equity

    | 2023 Annual Incentive Program (Annual PSU Plan) Actual vs. Target Payout | | | | | Executive Officer | Actual Payout (Shares) | Target Payout (Shares) | Payout % of Target (%) | | Mackin | 58,646 | 39,466 | 148.6 | | Lee | 22,396 | 15,072 | 148.6 | | Berry | — | — | — | | Holloway | 12,836 | 8,638 | 148.6 | | Davis | 12,736 | 8,571 | 148.6 | | Horton | 6,416 | 4,318 | 148.6 |

  57. 2023 Long-Term Incentives – Annual Equity

    | ARTIVION, INC. | 2024 Proxy Statement | 38 |

  58. 2023 Long-Term Incentives – 2023 LTIP PSU and Program Design

    2023 Long-Term Incentives – 2023 LTIP PSU and Program Design As previously discussed, in February 2023, the Committee also decided to award executives the 2023 LTIP PSU, pursuant to the metrics, number of shares, and maximum payouts as set forth above at page 28. For 2023, and as further described under Analysis below, the 2023 LTIP PSU was subject to a single performance measure—constant currency revenue growth in 2023 as compared to 2022. The following table provides the 2023 target shares awarded through the 2023 LTIP PSU to the NEOs as approved by the Committee. The target number of shares under the 2023 LTIP PSU was one-third of the target number of shares in the first tranche of the 2019 LTIP (which, again, was completely forfeited as of December 31, 2021).

  59. 2023 Long-Term Incentives – 2023 LTIP PSU and Program Design

    | 2023 LTIP PSU Grant Level | | | Executive Officer | Performance Stock Units(1) (#) | | Mackin | 20,202 | | Lee | 3,367 | | Berry(2) | — | | Holloway | 2,693 | | Davis | 2,693 | | Horton | 1,683 |

  60. 2023 Long-Term Incentives – 2023 LTIP PSU and Program Design

    (1)Reflects the target 2023 LTIP PSU award level. The actual number of shares earned under the 2023 LTIP PSU plan was based on a performance factor determined by the Committee. Actual earned shares cliff vest on the later of the first anniversary of the award date or the first available date after the Committee certifies the prior year’s financial metric results (determined to be February 23, 2024, the date that the Company filed its Form 10-K for fiscal 2023). (2)Mr. Berry did not receive a 2023 LTIP PSU grant given his December 4, 2023 start date. Analysis – Plan Payout – 2023 LTIP PSUs Earned In arriving at its decision in February 2024 to certify the 2023 LTIP PSUs earned by NEOs, the Committee took into consideration the Company’s actual performance results relative to the above-described financial metrics (see page 28). The following table presents the threshold, target, and maximum performance levels associated with threshold, target, and maximum award opportunities, which fall on a sliding scale for the 2023 LTIP PSU award grants. The table also provides the actual performance level for 2023, as certified by the Committee, together with the associated level of shares that were earned.

  61. 2023 Long-Term Incentives – 2023 LTIP PSU and Program Design

    | 2023 LTIP PSU Award Actual vs. Threshold/Target/Maximum Performance | | | | | | | Performance Measure | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | Payout % of Target (%) | | Revenue Growth Rate; Constant Currency (2023 v. 2022) | 8.5% growth | 9.0% growth | 11.0% growth | 13.1% growth | 200.0 | | Financial Metric Potential Payouts (%) | 10 | 100 | 200 | — | — |

  62. 2023 Long-Term Incentives – 2023 LTIP PSU and Program Design

    The 2023 LTIP PSU payouts in early 2024 were based on actual financial performance results of Artivion relative to the pre-determined goals set forth above, which exceeded the target for payout under the plan. Specifically, the Company achieved record levels of annual total revenue and significant, above-target constant currency revenue growth of 13.1%. This level of constant currency revenue growth resulted in a maximum payout of 200% of target. The 2023 LTIP PSU awards vested on February 23, 2024 (following the Committee’s certification of the adjusted payout of shares under the performance metric).

  63. 2023 Long-Term Incentives – 2023 LTIP PSU and Program Design

    | ARTIVION, INC. | 2024 Proxy Statement | 39 |

  64. 2023 Long-Term Incentives – 2023 LTIP PSU and Program Design

    The following table shows the target payout and the adjusted payout of 2023 LTIP PSUs granted to each NEO.

  65. 2023 Long-Term Incentives – 2023 LTIP PSU and Program Design

    | 2023 LTIP PSU Award Actual vs. Target Payout | | | | | Executive Officer | Actual Payout (Shares) | Target Payout (Shares) | Payout % of Target (%) | | Mackin | 40,404 | 20,202 | 200.0 | | Lee | 6,734 | 3,367 | 200.0 | | Berry | — | — | — | | Holloway | 5,386 | 2,693 | 200.0 | | Davis | 5,386 | 2,693 | 200.0 | | Horton | 3,366 | 1,683 | 200.0 |

  66. 2023 Annual Target Total Direct Compensation

    2023 Annual Target Total Direct Compensation The Committee believed that the blend of annual salary, cash bonus, stock options, RSUs, and PSUs (including the 2023 LTIP PSU) appropriately achieved the performance, stockholder alignment, and retention objectives of Artivion’s compensation program. The Committee believes that the use of multiple award types is a common practice among industry peers and that the use of PSUs creates an even stronger alignment between pay and performance. The Committee believes that, in addition to incenting long-term performance, annual equity awards encourage continuous performance and retention by reflecting Company success (and changes in the stock price) year over year. The Committee used a value-based approach, rather than number of shares, to determine the size of 2023 annual equity grants, as it believed that such an approach more accurately matched the intended value of the equity and intended compensation. For the 2023 LTIP PSU, the Committee used number of shares for the reasons set forth above at page 28. The Committee applied vesting schedules for the 2023 equity awards that it believes provided the appropriate annual long-term incentive to retain executive officers. In determining the individual components of the executive officers’ 2023 annual compensation (i.e., salary, target short-term incentive, and annual long-term incentive), the Committee evaluated the resulting target annual total direct compensation against market benchmarks, as set forth below, accounting for the Committee’s desire to have target annual total direct compensation generally within a competitive range of the Company’s peer group median. The following table summarizes the NEOs’ 2023 target annual total direct compensation (inclusive of the accelerated November 2022 equity grants), the peer group median, and the primary rationale for each NEO’s compensation at the level shown.

  67. 2023 Annual Target Total Direct Compensation

    (1)Equity grant value based on a grant date closing share price of $11.03 for the November 2022 RSU grant, a grant date Black-Scholes Option Value of $4.60 for the November 2022 option grant, a grant date closing share price of $13.44 for the February 2023 annual PSU and 2023 LITP PSU grants, and a grant date closing share price of $17.83 for Ms. Horton’s one-time performance and retention RSU grant. Performance stock units are included at target award levels/values. (2)Based on data provided by Willis Towers Watson in the 2022 Study. (3)Competitive range for Chief Executive Officer, Chief Financial Officer, and Senior Vice Presidents total direct compensation is intended to be positioned at the market median; however, including the 2023 LTIP PSU grant value and tranche 3 of the 2019 LTIP, total direct compensation is intended to fall between the market median and 75th percentile, driven by superior performance. Willis Towers Watson provided guidance for compensation for all NEOs in the 2022 Study. (4)There is no 2023 target compensation or peer median data for Mr. Berry given his December 4, 2023 start date.

  68. 2019 Long-Term Incentives – Tranche Three of the 2019 LTIP and Program Design

    2019 Long-Term Incentives – Tranche Three of the 2019 LTIP and Program Design As previously discussed, in February 2019, the Committee approved the 2019 LTIP, a long-term incentive, performance-based equity grant, that included three performance periods, or “tranches,” spanning a total of five years. The third tranche of the 2019 LTIP covered fiscal 2023. For the third tranche of the 2019 LTIP, and as further described under Analysis below, the 2019 LTIP was subject to a single performance measure—constant currency revenue growth in 2023 as compared to 2022, subject to a gross margin modifier. The following table provides the target shares awarded through the 2019 LTIP to the NEOs as approved by the Committee. The target number of shares under tranche three of the 2019 LTIP was one-fifth of the target number of shares in all three tranches of the 2019 LTIP.

  69. 2019 Long-Term Incentives – Tranche Three of the 2019 LTIP and Program Design

    | Tranche Three of the 2019 LTIP PSU Grant Level | | | Executive Officer | Performance Stock Units(1) (#) | | Mackin | 20,202 | | Lee | 3,367 | | Berry(2) | — | | Holloway | 2,694 | | Davis | 2,694 | | Horton | 1,684 |

  70. 2019 Long-Term Incentives – Tranche Three of the 2019 LTIP and Program Design

    (1)Reflects the target tranche three 2019 LTIP award level. The actual number of shares earned under tranche three of the 2019 LTIP was based on a performance factor determined by the Committee. Actual earned shares cliff vested on the later of the fifth anniversary of the original 2019 LTIP award date or the first available date after the Committee certifies the prior year’s financial metric results (determined to be March 1, 2024, the fifth anniversary of the original 2019 LTIP award date). (2)Mr. Berry did not receive a 2019 LTIP grant given his December 4, 2023 start date. Analysis – Plan Payout – 2019 LTIP PSUs Earned In arriving at its decision in February 2024 to certify the tranche three 2019 LTIP PSUs earned by NEOs, the Committee considered the Company’s actual performance results relative to the above-described financial metrics (see page 28). The following table presents the threshold, target, and maximum performance levels associated with threshold, target, and maximum award opportunities, which fall on a sliding scale for the tranche three 2019 LTIP award grants. The table also provides the actual performance level for 2023, as certified by the Committee, together with the associated level of shares earned.

  71. 2019 Long-Term Incentives – Tranche Three of the 2019 LTIP and Program Design

    | Tranche Three of the 2019 LTIP Award Actual vs. Threshold/Target/Maximum Performance | | | | | | | Performance Measure | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | Payout % of Target (%) | | Revenue Growth Rate; Constant Currency (2023 v. 2022) | 8.5% growth | 9.0% growth | 11.0% growth | 13.1% growth | 250.0 | | Financial Metric Potential Payouts (%) | 10 | 100 | 250 | — | — | | - The final payout was subject to a gross margin modifier of 85% as a result of the Company’s 2023 gross margin being < 66% - The resulting final payout was 212.5% of target, except for the Company’s Chief Executive Officer, Mr. Mackin, who is subject to a different payout scale. Mr. Mackin’s final payout was 141.66% | | | | | |

  72. 2019 Long-Term Incentives – Tranche Three of the 2019 LTIP and Program Design

    The tranche three 2019 LTIP payouts in early 2024 were based on actual financial performance results of Artivion relative to the pre-determined goals set forth above, which exceeded the target for payout under the plan. Specifically, the Company achieved record levels of annual total revenue and significant, above-target constant currency revenue growth of 13.1% as

  73. 2019 Long-Term Incentives – Tranche Three of the 2019 LTIP and Program Design

    | ARTIVION, INC. | 2024 Proxy Statement | 41 |

  74. 2019 Long-Term Incentives – Tranche Three of the 2019 LTIP and Program Design

    compared to 2022. This level of constant currency revenue growth resulted in a maximum payout of 250% of target for all NEOs except for the Company’s Chief Executive Officer, Mr. Mackin, who is subject to a different payout scale and lower payouts at maximum performance (for Mr. Mackin, the maximum is 166.66% of target). In addition, payouts were subject to an 85% gross margin modifier as a result of the Company failing to achieve a gross margin of at least 66% in fiscal 2023 (the Company’s gross margin was 64.7%), which resulted in a final payout of 212.5% for all NEOs except for Mr. Mackin, whose final payout was 141.66%. Continued high levels of inflation primarily drove the Company’s underperformance on gross margin, a factor over which management had no control. Nonetheless, the Committee determined to make no adjustments for inflation, given the plan’s design and that the 2023 LTIP PSU was not subject to a gross margin modifier. The tranche three 2019 LTIP awards vested on March 1, 2024 (following the Committee’s certification of the adjusted payout of shares under the performance metric). The following table shows the target payout and the adjusted payout of 2019 LTIP PSUs granted to each NEO.

  75. 2019 Long-Term Incentives – Tranche Three of the 2019 LTIP and Program Design

    | Tranche Three of the 2019 LTIP Award Actual vs. Target Payout | | | | | Executive Officer | Actual Payout (Shares) | Target Payout (Shares) | Payout % of Target (%) | | Mackin | 28,618 | 20,202 | 141.66 | | Lee | 7,154 | 3,367 | 212.5 | | Berry | — | — | — | | Holloway | 5,724 | 2,694 | 212.5 | | Davis | 5,724 | 2,694 | 212.5 | | Horton | 3,578 | 1,684 | 212.5 |

  76. November 2022 Acceleration of a Portion of the 2023 Annual Equity Grant

    November 2022 Acceleration of a Portion of the 2023 Annual Equity Grant For the reasons explained in detail in the Company’s 2023 Proxy Statement, in November 2022, the Committee decided to accelerate into November 2022 a portion of the executives’ annual equity grants intended for 2023. These November 2022 grants, which consisted of RSUs and stock options, were considered by the Committee to be part of executives’ 2023 compensation; however, the November 2022 awards are not included in the 2023 Summary Compensation Table values at page 46 due to the actual timing of the awards and applicable regulatory requirements. Accordingly, for reference, the below table provides a comparison of the NEOs’ 2022 summary compensation totals exclusive of the November 2022 grants, and their 2023 summary compensation totals inclusive of the November 2022 grants.

  77. November 2022 Acceleration of a Portion of the 2023 Annual Equity Grant

    | Comparison of 2022 and 2023 Summary Compensation Totals Subtracting the November 2022 Grants for 2022 and Adding the November 2022 Grants for 2023 | | | | Executive Officer | 2022 ($)(1) | 2023 ($)(2) | | Mackin | 4,636,336 | 5,756,417 | | Lee | 1,520,214 | 2,185,915 | | Berry(3) | — | 1,638,357 | | Holloway | 1,171,379 | 1,488,719 | | Davis | 1,136,589 | 1,445,406 | | Horton(4) | — | 1,322,922 |

  78. November 2022 Acceleration of a Portion of the 2023 Annual Equity Grant

    (1)Amount represents the total compensation for 2022 as reported in the Summary Compensation Table on page 46, subtracting the 2023 accelerated annual RSU and option grants. The total grant date fair values of those accelerated 2023 RSU and option grants were as follows: Mr. Mackin’s was $2,580,004; Mr. Lee’s was $809,998; Ms. Holloway’s was $495,000; and Mr. Davis’s was $492,001. (2) Amount represents the total compensation for 2023 as reported in the Summary Compensation Table on page 46, with the addition of the 2023 accelerated annual RSU and option grants. The total grant date fair values of those accelerated 2023 RSU and option grants were as follows: Mr. Mackin’s was $2,580,004; Mr. Lee’s was $809,998; Ms. Holloway’s was $495,000; Mr. Davis’s was $492,001; and Ms. Horton’s was $260,998.

  79. November 2022 Acceleration of a Portion of the 2023 Annual Equity Grant

    | ARTIVION, INC. | 2024 Proxy Statement | 42 |

  80. November 2022 Acceleration of a Portion of the 2023 Annual Equity Grant

    (3) Mr. Berry’s total 2023 compensation consists only of (1) his prorated salary for 2023, (2) his $100,000 sign-on bonus, and (3) his one-time, new-hire grant valued at $1,500,000. (4) Because Ms. Horton was not an NEO in 2022, she has no 2022 total compensation listed in the Summary Compensation Table on page 46.

  81. Equity and Cash Incentive Plans

    Equity and Cash Incentive Plans In May 2015, the stockholders approved certain amendments to the 2009 Equity and Cash Incentive Plan (the “2009 ECIP”) that were recommended by the Board of Directors based on management’s recommendation and in consultation with Willis Towers Watson. The 2015 amendments included new provisions for cash-based incentive payments that were intended to comply with the requirements to be “qualified performance-based compensation” under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code (as amended, the “Code”). In May 2016, the stockholders approved certain further amendments to the 2009 ECIP that were also recommended by the Board of Directors based on management’s recommendation and in consultation with Willis Towers Watson. The 2016 amendments included a separate, lower cap for awards to individual non-employee directors and a higher annual cap for awards to individual employees. In May 2018, the stockholders approved a proposal for authorization of an additional 1.9 million shares for the 2009 ECIP, which were registered in February 2019. The 2009 ECIP expired May 21, 2021. At the 2020 Annual Meeting, the stockholders approved the 2020 ECIP and 2,675,000 shares of initial funding. In May 2023, the stockholders approved a proposal for authorization of an additional 3.04 million shares for the 2020 ECIP, which were registered in June 2023. All equity and incentive cash compensation delivered for work or performance in 2023 was issued under the 2020 ECIP.

  82. EMPLOYMENT, SEPARATION AND RELEASE, AND CHANGE OF CONTROL AGREEMENTS

    EMPLOYMENT, SEPARATION AND RELEASE, AND CHANGE OF CONTROL AGREEMENTS

  83. Employment Agreement with J. Patrick Mackin

    Employment Agreement with J. Patrick Mackin In July 2014, the Board of Directors appointed Mr. Mackin as President and Chief Executive Officer effective September 3, 2014, and Artivion and Mr. Mackin entered into an employment agreement (the “Mackin Agreement”). The Mackin Agreement addresses Mr. Mackin’s role and responsibilities as our President and Chief Executive Officer, his rights to compensation and benefits during active employment, and his termination benefits. The Board of Directors determined that it was appropriate to provide Mr. Mackin with an employment agreement due to the Company’s desire to attract and retain high-performing individuals for this role. The material terms of the Mackin Agreement and his potential termination payments are further described and quantified at Potential Payments Upon Termination or Change of Control – J. Patrick Mackin beginning on page 56.

  84. Employment Agreement with J. Patrick Mackin

    | ARTIVION, INC. | 2024 Proxy Statement | 43 |

  85. Employment Agreements with Other Named Executive Officers

    Employment Agreements with Other Named Executive Officers Artivion is not party to employment agreements with Messrs. Lee, Berry, or Davis or with Mses. Horton or Holloway that provide any guarantee of employment. They are at-will employees.

  86. Change of Control Agreements with Other Named Executive Officers

    Change of Control Agreements with Other Named Executive Officers On November 21, 2016, Artivion entered into change of control agreements with Mr. Lee, Ms. Holloway, Mr. Davis, and Ms. Horton. In August 2022, Artivion entered into new change of control agreements with Mr. Lee, Ms. Holloway, Mr. Davis, and Ms. Horton; however, these new agreements contained only minor, non-substantive revisions to reflect Artivion’s rebranding and reincorporation into Delaware. In December 2023, Artivion entered into a change of control agreement with Mr. Berry, and Mr. Lee’s rights under his change of control agreement expired upon his retirement from the Company on December 31, 2023. Mr. Mackin’s change of control arrangements are set forth in the Mackin Agreement. The change of control agreements, which automatically renew absent Company action, generally provide that the Company will pay a severance payment if the NEO is terminated by the Company without cause or the NEO terminates his or her own employment for good reason during a period extending from six months before to two years after a change of control of Artivion. This is a “double-trigger” provision that requires not only a change of control of Artivion but also an employment action before payments are required pursuant to the agreements. The Committee approved termination payments under the agreements for certain NEOs based on their officer status and ability to influence decisions regarding whether or not a change of control transaction should be pursued, with Mr. Berry, Ms. Holloway, and Mr. Davis each receiving a payment of 1.5x base salary and cash bonus plus healthcare coverage, and Ms. Horton receiving a payment of 1x base salary and cash bonus plus healthcare coverage.

  87. Equity Grants and Inside Information

    Equity Grants and Inside Information The Committee generally adheres to a policy that the Company will not make equity grants during regular quarterly financial blackout periods and until two full trading days after the conclusion of such blackout period. Unless the Committee determines otherwise, such grant(s) may be made during special blackout periods outside the regular quarterly financial blackout period, depending upon the extent and nature of both the special blackout period and the equity grant(s) at issue.

  88. Equity Grants and Inside Information

    | ARTIVION, INC. | 2024 Proxy Statement | 45 |

  89. Summary Compensation Table

    Summary Compensation Table The following table sets forth information with respect to each of the Named Executive Officers — Mr. Mackin, our Chief Executive Officer; Mr. Lee, our former Chief Financial Officer; Mr. Berry, our current Chief Financial Officer; and Mses. Horton and Holloway and Mr. Davis, who were the three most highly compensated of the other executive officers of Artivion employed at the end of fiscal 2023.

  90. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compen- sation(6) ($) | Total(7) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | J. Patrick Mackin, Chairman, President and Chief Executive Officer | 2023 | 775,869 | — | 801,938 | — | 1,551,738 | — | 46,868 | 3,176,413 | | | 2022 | 749,632 | — | 3,419,012 | 2,168,245 | 835,090 | — | 44,361 | 7,216,340 | | | 2021 | 727,798 | 79,985 | 2,152,656 | 824,838 | 799,850 | — | 43,439 | 4,628,566 | | D. Ashley Lee, Executive Vice President, Chief Financial Officer | 2023 | 495,086 | — | 247,820 | — | 594,103 | — | 38,908 | 1,375,917 | | | 2022 | 478,344 | — | 888,884 | 615,900 | 319,725 | — | 27,359 | 2,330,212 | | | 2021 | 464,412 | 30,623 | 472,328 | 194,261 | 306,233 | — | 34,196 | 1,502,053 | | Lance A, Berry, Executive Vice President, Chief Financial Officer(8) | 2023 | 38,356 | 100,000 | 750,001 | 750,000 | — | — | — | 1,638,357 | | Amy D. Horton, Vice President, Chief Accounting Officer(8) | 2023 | 329,347 | — | 440,659 | — | 263,478 | — | 28,440 | 1,061,924 | | Jean F. Holloway, Senior Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer | 2023 | 411,245 | — | 152,289 | — | 411,245 | — | 18,940 | 993,719 | | | 2022 | 397,337 | — | 620,488 | 409,167 | 221,317 | — | 18,070 | 1,666,379 | | | 2021 | 385,765 | 21,198 | 766,546 | 169,759 | 211,978 | — | 22,687 | 1,577,933 | | John E. Davis, Senior Vice President, Chief Commercial Officer | 2023 | 391,207 | — | 151,388 | — | 391,207 | — | 19,603 | 953,405 | | | 2022 | 379,812 | — | 613,677 | 405,000 | 211,556 | — | 18,545 | 1,628,590 | | | 2021 | 368,750 | 20,263 | 367,052 | 150,011 | 202,628 | — | 17,928 | 1,126,632 |

  91. Summary Compensation Table

    (1)For 2023, amount represents the base salary as approved in February 2023, other than Mr. Berry, whose base salary for 2023 was approved in November 2023 and is prorated based on the term of his employment. (2)For 2023, 2022, and 2021, amounts represent the personal performance component of the annual award paid pursuant to the applicable short-term incentive plan for that year and the 2020 ECIP. For 2023, Mr. Berry received a sign-on bonus of $100,000 to assist with, among other things, his relocation. (3)Amount reflects the aggregate grant date fair value of restricted stock and performance stock unit awards as calculated in accordance with FASB ASC Topic 718, disregarding the estimate of forfeitures. See Notes 1 and 15 of the Notes to Consolidated Financial Statements filed with Artivion’s Annual Report on Form 10-K for the year ended December 31, 2023 for assumptions we used in valuing these awards. Mr. Berry’s stock award consisted only of RSUs and was part of his one-time, new-hire grant. The annual PSU awards paid out at 148.6% of target and the 2023 LTIP PSU awards paid out at 200% of target. If the 2023 performance-based shares (i.e., the 2023 annual PSU and 2023 LTIP PSU) were awarded at maximum payouts, it would change the stock awards to the following amounts: for Mr. Mackin $1,338,664; for Mr. Lee $394,356; for Ms. Horton $492,295; for Ms. Holloway $246,530; and for Mr. Davis $245,179. The amount of Ms. Horton’s award also includes a one-time performance and retention RSU grant with a grant date fair value of $360,005. For 2022, and for the reasons described in our 2023 Proxy Statement, the amounts include a 2023 annual RSU grant that was accelerated to November 2022. The grant date fair values of those accelerated 2023 RSU grants were as follows: Mr. Mackin’s was $1,290,003; Mr. Lee’s was $405,000; Ms. Holloway’s was $247,502; Mr. Davis’s was $246,002; and Ms. Horton’s was $130,496. In addition, for 2022, the reported amounts are lower than the amounts that appeared in our 2023 Proxy Statement, (i) because our 2023 Proxy Statement included the value of the 2019 LTIP awards for performance period 2, which we had already fully disclosed in our 2020 Proxy Statement and (ii) as a result of corrections made to resolve discrepancies between the stock awards reported in the Summary Compensation Table and those reported in the Grants of Plan-Based Awards table in our 2023 Proxy Statement. For 2021, Ms. Holloway’s award also includes a one-time retention grant of restricted stock with a grant date fair value of $360,004. In

  92. Summary Compensation Table

    | ARTIVION, INC. | 2024 Proxy Statement | 47 |

  93. Summary Compensation Table

    addition, for 2021, the reported amounts are lower than the amounts that appeared in our 2022 and 2023 Proxy Statements as a result of corrections made to resolve discrepancies between the stock awards reported in the Summary Compensation Table and those reported in the Grants of Plan-Based Awards table in those Proxy Statements. (4) Amount reflects the aggregate grant date fair value of stock option awards as calculated in accordance with FASB ASC Topic 718, disregarding the estimate of forfeitures. See Notes 1 and 15 of the Notes to Consolidated Financial Statements filed with Artivion’s Annual Report on Form 10-K for the year ended December 31, 2023 for assumptions we used in valuing the stock option awards. Mr. Berry’s option award was part of his one-time, new-hire grant. For 2022, and for the reasons described in our 2023 Proxy Statement, the amounts include a 2023 annual option grant that was accelerated to November 2022. The grant date fair values of those accelerated 2023 option grants were as follows: Mr. Mackin’s was $1,290,003; Mr. Lee’s was $405,000; Ms. Holloway’s was $247,502; and Mr. Davis’s was $246,002. (5)For 2023 and 2022, the amounts represent the revenue performance components of the awards earned pursuant to the applicable short-term incentive plan. For 2021, the amounts represent the non-financial and revenue performance components of the awards earned pursuant to the applicable short-term incentive plan. (6)Amounts include matching contributions and true-ups under the Company’s 401(k) plan, reimbursement of club dues, and disability insurance premiums for NEOs. Fiscal 2021 amounts include for Mr. Mackin, an $18,004 auto allowance. Fiscal 2022 amounts also include for Mr. Mackin, an $18,000 auto allowance. Fiscal 2023 amounts also include for Mr. Mackin, an $18,000 auto allowance, and for each of Mr. Lee and Ms. Horton a $10,000 award for length of service to Artivion. (7) For 2022, and for the reasons described in the Compensation Discussion and Analysis under the heading “November 2022 Acceleration of a Portion of the 2023 Annual Equity Grant,” the total amounts include a portion of the 2023 annual equity grant accelerated to November 2022, split equally between RSUs and options. The total grant date fair values of those accelerated 2023 RSU and option grants were as follows: Mr. Mackin’s was $2,580,004; Mr. Lee’s was $809,998; Ms. Horton’s was $260,998; Ms. Holloway’s was $495,000; and Mr. Davis’s was $492,001. Except for Mr. Berry, the NEOs total 2023 compensation, inclusive of the 2023 accelerated annual RSU and option grants was as follows: Mr. Mackin’s was $5,756,417; Mr. Lee’s was $2,185,915; Ms. Horton’s was $1,322,922; Ms. Holloway’s was $1,488,719; and Mr. Davis’s was $1,445,406. (8)Only 2023 compensation is presented for Mr. Berry who was appointed Chief Financial Officer on December 4, 2023, and Ms. Horton, who was not a named executive officer in 2021 or 2022 based on her relative compensation level in such years.

  94. Summary Compensation Table

    | ARTIVION, INC. | 2024 Proxy Statement | 48 |

  95. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  96. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Closing Market Price on Committ-ee Action Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | J. Patrick Mackin | 2/22/23 | 232,761 | 775,869 | 1,551,738 | | | | | | | | | | | 2/22/23(2) | | | | 17,760 | 39,466 | 59,199 | | | | | 530,423 | | | 2/22/23(5) | | | | 2,020 | 20,202 | 40,404 | | | | | 271,515 | | D. Ashley Lee | 2/22/23 | 89,116 | 297,052 | 594,103 | | | | | | | | | | | 2/22/23(2) | | | | 6,782 | 15,072 | 22,608 | | | | | 202,568 | | | 2/22/23(5) | | | | 337 | 3,367 | 6,734 | | | | | 45,252 | | Lance A. Berry | 12/6/23 | | | | | | | 42,064 | | | | 750,001 | | | 12/6/23 | | | | | | | | 93,633 | 17.83 | 17.83 | 750,000 | | Amy D. Horton | 2/22/23 | 39,522 | 131,739 | 263,478 | | | | | | | | | | | 2/22/23(2) | | | | 1,943 | 4,318 | 6,477 | | | | | 58,034 | | | 2/22/23(5) | | | | 168 | 1,683 | 3,366 | | | | | 22,620 | | | 12/6/23 | | | | | | | 20,191 | | | | 360,005 | | Jean F. Holloway | 2/22/23 | 61,687 | 205,623 | 411,245 | | | | | | | | | | | 2/22/23(2) | | | | 3,887 | 8,638 | 12,957 | | | | | 116,095 | | | 2/22/23(5) | | | | 269 | 2,693 | 5,386 | | | | | 36,194 | | John E. Davis | 2/22/23 | 58,681 | 195,604 | 391,207 | | | | | | | | | | | 2/22/23(2) | | | | 3,857 | 8,571 | 12,857 | | | | | 115,194 | | | 2/22/23(5) | | | | 269 | 2,693 | 5,386 | | | | | 36,194 |

  97. Grants of Plan-Based Awards

    (1)These columns represent the awards granted to NEOs in February 2023 under our 2023 short-term incentive program (the Cash Bonus Plan) using the metrics of the 2023 Cash Bonus Plan approved by the Committee. Threshold for constant currency revenue growth is 5.0%, which pays out at 30% of target. The personal performance modifier was designed to increase or decrease an award by 20%. The total cash bonus payout is capped at 200% of target. The threshold is calculated at target personal performance (no modifier up or down). While this table reflects the grant date value of the awards, the Committee adjusted the cash bonus program payout at 200% of target for all executive officers based on Company performance. (2)These rows represent awards of performance stock units to our NEOs pursuant to the 2020 ECIP. Threshold for (i) the revenue component is 5.0% constant currency growth, which pays out at 30% of target and (ii) the adjusted EBITDA component is $41,793,000, which pays out at 60% of target, each weighted at 50%, resulting in a combined threshold payout at 45% of target. The total PSU bonus payout is capped at 150% of target. In regard to the annual PSU awards, granted February 22, 2023, 50% vested on the first anniversary of the grant date or the first available grant date following the Committee’s certification of the 2023 financial performance, whichever is later (for the 2023 award, 50% vested on February 23, 2024, the date that the Company filed its Form 10-K for fiscal 2023), 25% will vest on the second anniversary of the grant date, and 25% will vest on the third anniversary of the grant date, assuming continuous employment through the vesting date. While this table reflects the grant date value of the awards, the Committee adjusted the 2023 annual PSU award payouts to be awarded at 148.6% of target based on Company performance. (3)This column includes a one-time, new-hire RSU grant made to Mr. Berry on December 6, 2023 and a one-time performance and retention grant made to Ms. Horton on December 6, 2023. (4)This column represents a one-time, new-hire award of stock options to Mr. Berry pursuant to the 2020 ECIP, with one-third of the shares becoming exercisable on each of the first, second, and third anniversary of the grant date, assuming continuous employment through the vesting date. For Mr. Berry’s December 2023 grant, the exercise price of $17.83 per share is equal to the closing price of our common stock on the NYSE on the date of issuance, December 6, 2023, and the value of the options is based on an option value of $8.01. These options have a seven-year term. (5)These rows include the 2023 LTIP PSU granted to our NEOs on February 22, 2023. Threshold for the constant currency revenue component is 8.5% growth, which pays out at 10% of target. The total 2023 LTIP PSU bonus payout is capped at 200% of target. Shares earned pursuant to the 2023 LTIP PSU awards and their requisite performance metrics, granted February 22, 2023, cliff vest on the later of the first anniversary of the grant date or the first available grant date following the Committee’s certification of the 2023 financial performance (for the 2023 awards, this was February 23, 2024, the date that the Company filed its Form 10-K for fiscal 2023). While this table reflects the grant date value of the awards, the Committee adjusted the 2023 LTIP PSU award payouts to be at 200% of target based on Company performance.

  98. Grants of Plan-Based Awards

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  99. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Equity Awards Equity awards, including long-term performance annual awards, granted in fiscal 2023 to our Named Executive Officers were subject to the terms of the 2020 ECIP and the equity grant agreements. Actual Cash Compensation in Proportion to Target Total Direct Compensation

  100. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Salary (actual as paid) and Bonus Payouts (as adjusted and paid) in Proportion to Target Total Direct Compensation | | | | | Executive Officer | % Salary | Short-Term Incentive (Cash Bonus) | | | | | % Bonus(1) | % Non-Equity Incentive Plan(2) | | J. Patrick Mackin | 15.7 | 0.0 | 31.5 | | D. Ashley Lee | 26.8 | 0.0 | 32.1 | | Lance A. Berry(3) | — | — | — | | Amy D. Horton | 28.3 | 0.0 | 22.7 | | Jean F. Holloway | 32.5 | 0.0 | 32.5 | | John E. Davis | 31.8 | 0.0 | 31.8 |

  101. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    (1)Consistent with the Summary Compensation Table on page 46, the Bonus represents the personal performance component of the annual award paid pursuant to the short-term incentive plan. (2) Amounts represent the constant currency revenue performance component of the awards earned pursuant to the applicable short-term incentive plan and the 2020 ECIP. (3) Mr. Berry was not eligible for a cash bonus given his December 4, 2023 start date.

  102. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | ARTIVION, INC. | 2024 Proxy Statement | 50 |

  103. Outstanding Equity Awards on December 31, 2023(*)

    Outstanding Equity Awards on December 31, 2023(*)

  104. Outstanding Equity Awards on December 31, 2023(*)

    | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | 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 ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | J. Patrick Mackin | 59,225 | | 16.30 | 2/21/2024 | | | | | | | 75,615 | | 21.55 | 3/12/2025 | | | | | | | 61,842 | | 29.62 | 3/5/2026 | | | | | | | 86,296 | | 26.24 | 2/19/2027 | | | | | | | 62,346 | 31,173(1) | 24.90 | 2/17/2028 | | | | | | | 42,182 | 84,364(2) | 18.44 | 2/23/2029 | | | | | | | 93,479 | 186,956(3) | 11.03 | 11/8/2029 | | | | | | | | | | | 28,618(4) | 511,690 | | | | | | | | | 33,125(5) | 592,275 | | | | | | | | | 9,100(6) | 162,708 | | | | | | | | | 47,627(8) | 851,571 | | | | | | | | | 21,075(9) | 376,821 | | | | | | | | | 116,954(10) | 2,091,138 | | | | | | | | | 58,646(11) | 1,048,590 | | | | | | | | | 40,404(12) | 722,424 | | | | D. Ashley Lee | 25,665 | | 16.30 | 2/21/2024 | | | | | | | 21,877 | | 21.55 | 3/12/2025 | | | | | | | 15,257 | | 29.62 | 3/5/2026 | | | | | | | 21,219 | | 26.24 | 2/19/2027 | | | | | | | 14,684 | 7,341(1) | 24.90 | 2/17/2028 | | | | | | | 10,130 | 20,259(2) | 18.44 | 2/23/2029 | | | | | | | 29,348 | 58,695(3) | 11.03 | 11/8/2029 | | | | | | | | | | | 7,154(4) | 127,914 | | | | | | | | | 7,801(5) | 139,482 | | | | | | | | | 2,143(6) | 38,317 | | | | | | | | | 11,437(8) | 204,494 | | | | | | | | | 5,060(9) | 90,473 | | | | | | | | | 36,718(10) | 656,518 | | | | | | | | | 22,396(11) | 400,440 | | | | | | | | | 6,734(12) | 120,404 | | | | Lance A. Berry | | 93,633(13) | 17.83 | 12/6/2030 | | | | | | | | | | | 42,064(14) | 752,104 | | | | Amy D. Horton | 12,430 | | 21.55 | 3/12/2025 | | | | | | | 7,992 | | 29.62 | 3/5/2026 | | | | | | | 10,610 | | 26.24 | 2/19/2027 | | | | | | | 7,011 | 3,505(1) | 24.90 | 2/17/2028 | | | | | | | 4,243 | 8,485(2) | 18.44 | 2/23/2029 | | | | | | | 9,457 | 18,913(3) | 11.03 | 11/8/2029 | | | | | | | | | | | 3,578(4) | 63,975 | | | | | | | | | 3,725(5) | 66,603 | | | | | | | | | 1,023(6) | 18,291 | | | | | | | | | 4,790(8) | 85,645 | | | | | | | | | 2,118(9) | 37,870 | | | | | | | | | 11,831(10) | 211,538 | | | | | | | | | 6,416(11) | 114,718 | | | | | | | | | 3,366(12) | 60,184 | | | | | | | | | 20,191(15) | 361,015 | | |

  105. Outstanding Equity Awards on December 31, 2023(*)

    | ARTIVION, INC. | 2024 Proxy Statement | 51 |

  106. Outstanding Equity Awards on December 31, 2023(*)

    | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | 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 ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Jean F. Holloway | 21,229 | | 16.30 | 2/21/2024 | | | | | | | 19,092 | | 21.55 | 3/12/2025 | | | | | | | 12,787 | | 29.62 | 3/5/2026 | | | | | | | 16,975 | | 26.24 | 2/19/2027 | | | | | | | 12,832 | 6,415(1) | 24.90 | 2/17/2028 | | | | | | | 7,765 | 15,530(2) | 18.44 | 2/23/2029 | | | | | | | 17,935 | 35,869(3) | 11.03 | 11/8/2029 | | | | | | | | | | | 5,724(4) | 102,345 | | | | | | | | | 6,817(5) | 121,888 | | | | | | | | | 1,872(6) | 33,471 | | | | | | | | | 4,819(7) | 86,164 | | | | | | | | | 8,767(8) | 156,754 | | | | | | | | | 3,879(9) | 69,357 | | | | | | | | | 22,439(10) | 401,209 | | | | | | | | | 12,836(11) | 229,508 | | | | | | | | | 5,386(12) | 96,302 | | | | John E. Davis | 13,562 | | 16.30 | 2/21/2024 | | | | | | | 15,910 | | 21.55 | 3/12/2025 | | | | | | | 12,787 | | 29.62 | 3/5/2026 | | | | | | | 10,802 | | 26.24 | 2/19/2027 | | | | | | | 11,339 | 5,669(1) | 24.90 | 2/17/2028 | | | | | | | 7,637 | 15,274(2) | 18.44 | 2/23/2029 | | | | | | | 17,826 | 35,652(3) | 11.03 | 11/8/2029 | | | | | | | | | | | 5,724(4) | 102,345 | | | | | | | | | 6,024(5) | 107,709 | | | | | | | | | 1,655(6) 8,623(8) | 29,591 154,179 | | | | | | | | | 3,816(9) | 68,230 | | | | | | | | | 22,303(10) | 398,778 | | | | | | | | | 12,736(11) | 227,720 | | | | | | | | | 5,386(12) | 96,302 | | |

  107. Outstanding Equity Awards on December 31, 2023(*)

    * All values in this table are based on the closing price of the Company’s common stock on the NYSE on December 29, 2023 (the last trading day of 2023) of $17.88.

  108. Outstanding Equity Awards on December 31, 2023(*)

    | ARTIVION, INC. | 2024 Proxy Statement | 52 |

  109. Outstanding Equity Awards on December 31, 2023(*)

    | Type of Grant | Grant Date | Vesting Rate | Vesting Dates | Conditions | | (1) Service-based stock options | 2/17/2021 | 331/3% per year | 2/17/2022 2/17/2023 2/17/2024 | Continued employment through vesting date required. | | (2) Service-based stock options | 2/23/2022 | 331/3% per year | 2/23/2023 2/23/2024 2/23/2025 | Continued employment through vesting date required. | | (3) Service-based stock options | 11/8/2022 | 331/3% per year | 11/8/2023 11/8/2024 11/8/2025 | Continued employment through vesting date required. | | (4) 5-Year LTIP | 3/1/2019 | • 60% paid in three tranches • First Tranche – of this portion, 55.5% on third anniversary of performance period, upon certification of financial performance • Second Tranche – of this portion, 22.25% on fourth anniversary of performance period • Third Tranche – of this portion, 22.25% on fifth anniversary of performance period | Upon performance certification for FY 2022 1/1/2023 1/1/2024 | Number of shares based on certification of performance for fiscal years 2019-2021. This portion of the LTIP, representing 60% of the entire award, was entirely forfeited. Number of shares based on certification of performance for fiscal years 2019-2021. This portion of the LTIP, representing 60% of the entire award, was entirely forfeited. Number of shares based on certification of performance for fiscal years 2019-2021. This portion of the LTIP, representing 60% of the entire award, was entirely forfeited. | | | | • 20% on fourth anniversary of performance period, upon certification of financial performance | Upon performance certification for FY 2023 | Number of shares based on certification of performance for fiscal 2022, which the Compensation Committee certified in February 2023. Continued employment through vesting date required. | | | | • 20% on fifth anniversary of performance period, upon certification of financial performance | Upon performance certification for FY 2024 | Number of shares based on certification of performance for fiscal 2023, which the Compensation Committee certified in February 2024. Continued employment through vesting date required. | | (5) Service-based restricted stock award | 2/17/2021 | 100% cliff vesting | 2/17/2024 | Continued employment through vesting date required. | | (6) Performance stock units | 2/17/2021 | • 50% on first anniversary of grant date, following certification of financial performance • 25% on second anniversary of grant date • 25% on third anniversary of grant date | 2/17/2022 2/17/2023 2/17/2024 | Number of shares based on certification of performance metrics for fiscal 2021, which the Compensation Committee certified in February 2022. Number of shares shown is based on the total number of shares awarded (109.9% of target) pursuant to the performance metric. The first tranche of shares vested on 2/17/2022, and the second tranche of shares vested on 2/17/2023. Continued employment through vesting date required. | | (7) Service-based restricted stock (one-time retention grant) | 2/17/2021 | 331/3% per year | 2/17/2022 2/17/2023 2/17/2024 | The first tranche of shares vested on 2/17/2022, and the second tranche of shares vested on 2/17/2023. Under the terms of the grant agreement, Ms. Holloway’s retention grant will continue to vest one-third each year even if she leaves the Company by reason of death, disability, or retirement as an attorney in the medical device industry. | | (8) Service-based restricted stock unit award | 2/23/2022 | 100% cliff vesting | 2/23/2025 | Continued employment through vesting date required. | | (9) Performance stock units | 2/23/2022 | • 50% on first anniversary of grant date, following certification of financial performance • 25% on second anniversary of grant date • 25% on third anniversary of grant date | 2/23/2023 2/23/2024 2/23/2025 | Number of shares based on certification of performance metrics for fiscal 2022, which the Compensation Committee certified in February 2023 (as described further above within the Compensation Discussion and Analysis). Number of shares shown is based on the total number of shares awarded (88.5% of target) pursuant to the performance metric. The first tranche of shares vested on 2/23/2023. Continued employment through vesting date required. | | (10) Service-based restricted stock unit award | 11/8/2022 | 100% cliff vesting | 11/8/2025 | Continued employment through vesting date required. |

  110. Outstanding Equity Awards on December 31, 2023(*)

    | ARTIVION, INC. | 2024 Proxy Statement | 53 |

  111. Outstanding Equity Awards on December 31, 2023(*)

    | Type of Grant | Grant Date | Vesting Rate | Vesting Dates | Conditions | | (11) Performance stock units | 2/22/2023 | • 50% on first anniversary of grant date, following certification of financial performance • 25% on second anniversary of grant date • 25% on third anniversary of grant date | 2/23/2024 2/22/2025 2/22/2026 | Number of shares based on certification of performance metrics for fiscal 2023, which the Compensation Committee determined in February 2024 (as described further above within the Compensation Discussion and Analysis). Number of shares shown reflects the total number of shares awarded (148.6% of target) pursuant to the performance metric, as none of the shares had time-vested as of 12/31/2023. The first tranche of earned shares vested on 2/23/2024. Continued employment through vesting date required. | | (12) Performance stock units (2023 LTIP PSU) | 2/22/2023 | 100% cliff vesting | 2/23/2024 | Number of shares based on certification of performance metrics for fiscal 2023, which the Compensation Committee certified in February 2024 (as described further above within the Compensation Discussion and Analysis). Number of shares shown reflects the total number of shares awarded (200% of target) pursuant to the performance metric, as none of the shares had time-vested as of 12/31/2023. All earned shares vested on 2/23/2024. | | (13) Service-based stock options (new-hire grant) | 12/6/2023 | 331/3% per year | 12/6/2024 12/6/2025 12/6/2026 | Continued employment through vesting date required. | | (14) Service-based restricted stock (new-hire grant) | 12/6/2023 | 100% cliff vesting | 12/6/2026 | Continued employment through vesting date required. | | (15) Service-based restricted stock (one-time performance and retention grant) | 12/6/2023 | 50% per year | 12/6/2024 12/6/2025 | Continued employment through vesting date required. |

  112. Outstanding Equity Awards on December 31, 2023(*)

    | ARTIVION, INC. | 2024 Proxy Statement | 54 |

  113. Option Exercises and Stock Vested(1)

    Option Exercises and Stock Vested(1)

  114. Option Exercises and Stock Vested(1)

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(2) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(3) ($) | | (a) | (b) | (c) | (d) | (e) | | J. Patrick Mackin | 65,549 | 194,615 | 115,792 | 1,568,251 | | D. Ashley Lee | 36,822 | 109,343 | 25,229 | 342,413 | | Lance A. Berry | — | — | — | — | | Amy D. Horton | 35,110 | 118,197 | 12,155 | 165,026 | | Jean F. Holloway | — | — | 24,988 | 341,103 | | John E. Davis | 8,745 | 27,547 | 19,571 | 265,518 |

  115. Option Exercises and Stock Vested(1)

    (1)This table provides information regarding stock option exercises and vesting of restricted stock and performance stock units during 2023. (2)Value Realized on Exercise is equal to the number of shares acquired multiplied by the difference between the exercise price and the share price on the NYSE at the time of exercise without regard to any proceeds that may have been received upon any sale of the underlying shares. (3)Value Realized on Vesting is equal to the number of shares acquired multiplied by the closing share price on the NYSE on the date of vesting, without regard to any proceeds that may have been received upon any sale of the underlying shares.

  116. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The Artivion, Inc. Executive Deferred Compensation Plan allows certain key employees of Artivion, including the Named Executive Officers, to defer receipt of some or all of their salaries, commissions, and/or the cash portion of any bonus awarded pursuant to the short-term executive officer incentive plan. The plan’s administrative committee, subject to ratification and approval of the Compensation Committee, establishes the maximum and minimum percentages of bonus awards that plan participants may defer in each plan year. These percentages ranged from 0% to 75% for base salary and commissions and were 0% for the annual cash bonus for 2023. Plan participants may establish their respective deferral amounts for their base salaries and commissions prior to the beginning of each calendar year, and prior to July for their short-term incentive compensation for that year, which is calculated and paid after the completion of the plan year. The plan provides for tax-deferred growth of deferred compensation and, pursuant to the terms of the plan, Artivion agrees to distribute to participants the deferred amounts, credited/debited with hypothetical gains and/or losses linked to the performance of investment options selected by participants from among the non-proprietary investment options available under the plan. The plan does not have investment options that provide for above-market or preferential earnings. Distribution of all deferred compensation, including any gains or losses, occurs upon death, disability, retirement, or termination. Plan participants may elect to receive the distribution in a lump sum or in annual installments of up to 15 years, or via a combination thereof, upon death, disability, or retirement. Also, a plan participant may elect to receive distributions while still employed by Artivion if at least two years have elapsed from the plan year in which the deferred amounts would have otherwise been paid to the plan participant if not for the deferral. Distributions made while the plan participant is still employed by Artivion, and distributions made pursuant to termination, will be paid in a lump sum to the plan participant. Hardship withdrawals during any plan year may be made upon the occurrence of an unforeseeable emergency for a particular plan participant or if a plan participant receives a hardship distribution under Artivion’s 401(k) plan. All deferred amounts and deemed earnings thereon are fully vested at all times.

  117. NONQUALIFIED DEFERRED COMPENSATION

    | ARTIVION, INC. | 2024 Proxy Statement | 55 |

  118. NONQUALIFIED DEFERRED COMPENSATION

    The following table presents components of nonqualified deferred compensation under the Executive Deferred Compensation Plan for each Named Executive Officer.

  119. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Officer Contributions in Fiscal 2023(1) ($) | Company Contributions in Fiscal 2023 ($) | Aggregate Earnings in Fiscal 2023(2) ($) | Aggregate Withdrawals and Distributions in Fiscal 2023 ($) | Aggregate Balance at December 31, 2023(3) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | J. Patrick Mackin | — | — | — | — | — | | D. Ashley Lee | 24,754 | — | 79,048 | — | 470,733 | | Lance A. Berry | — | — | — | — | — | | Amy D. Horton | 65,869 | — | 72,216 | — | 648,350 | | Jean F. Holloway | — | — | 136,374 | — | 1,377,816 | | John E. Davis | 126,934 | — | 110,392 | — | 620,439 |

  120. NONQUALIFIED DEFERRED COMPENSATION

    (1)Contributions to the deferred compensation plan that relate to an executive officer’s deferrals from salary and/or annual short-term incentives are included in the amounts reflected in the “Salary” and “Bonus” columns, as applicable, of the Summary Compensation Table for fiscal 2023 on page 46. (2)A participant’s account under the Executive Deferred Compensation Plan is deemed to be invested in hypothetical investment options selected by the participant from among a menu of non-proprietary mutual funds. The account is credited/debited with gains and/or losses linked to the performance of those hypothetical investment options. The plan does not have investment options that provide for above-market or preferential earnings; accordingly, the amounts provided in this column are not included in column (h) of the Summary Compensation Table for fiscal 2023 on page 46. (3)Amounts shown include the executive officer’s contributions, withdrawals, and associated hypothetical gains/losses during 2023, as well as deferrals of salary and annual incentives (together with associated hypothetical earnings) from prior years’ participation in the plan. The amounts shown in this column, with the exception of aggregate earnings, have been reported in the “Salary” and “Bonus” columns, as applicable, of the Summary Compensation Table of prior year Company Proxy Statements, if the individuals were listed as NEOs in those prior year periods. The total year prior contributions to the Executive Deferred Compensation Plan are as noted in the table below.

  121. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Amount Previously Reported ($) | | J. Patrick Mackin | — | | D. Ashley Lee | 366,930 | | Lance A. Berry | — | | Amy D. Horton | — | | Jean F. Holloway | 1,241,442 | | John E. Davis | 383,114 |

  122. NONQUALIFIED DEFERRED COMPENSATION

    | Investment Options Provided and Associated Return Rates | | | Investment Option | Annual Return for FY 2023 | | Equity Income Division | 11.22 | | LargeCap S&P 500 Index Division | 25.97 | | LargeCap Growth I Division | 40.34 | | American Century VP Mid Cap Value Division | 6.03 | | Vanguard VIF Mid Cap Index Division | 15.83 | | Fidelity VIP MidCap Division | 14.80 | | Franklin Small Cap Value VIP Division | 12.75 | | Calvert VP Russell 2000 Small Cap Index Division | 16.36 | | ClearBridge Variable Small Cap Growth Division | 8.40 | | Real Estate Securities Division 13 | 13.33 | | American Funds Insurance Series New World Fund Division | 16.0 |

  123. NONQUALIFIED DEFERRED COMPENSATION

    | ARTIVION, INC. | 2024 Proxy Statement | 56 |

  124. NONQUALIFIED DEFERRED COMPENSATION

    | Investment Options Provided and Associated Return Rates | | | Investment Option | Annual Return for FY 2023 | | Principal LifeTime Strategic Income Division | 10.79 | | Principal LifeTime 2020 Division | 12.26 | | Principal LifeTime 2030 Division | 15.09 | | Principal LifeTime 2040 Division | 18.27 | | Principal LifeTime 2050 Division | 20.38 | | Principal LifeTime 2060 Division | 20.28 | | BNY Mellon IP Technology Growth Division | 59.0 | | Fidelity VIP Government Money Market Division | 4.80 | | PIMCO VIT High Yield Division | 12.25 | | PIMCO VIT Total Return Division | 5.94 | | VanEck Global Resources Division | (3.58) |

  125. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL We have entered into certain agreements and maintain certain plans that will require us to provide compensation to the Named Executive Officers in the event of specified terminations of their employment or upon a change of control of Artivion.

  126. J. Patrick Mackin, Chairman, President, and Chief Executive Officer(1)

    | Executive Officer Benefits and Payments Upon Termination ($) | | | | | | | | | | Voluntary Retirement | Good Reason or Involuntary Not for Cause Termination | For Cause Termination | Death | Disability | Change of Control Without Regard to Termination | Certain Termination Events Following/ Preceding a Change of Control(8) | | Cash Compensation | 1,551,738(2) | 2,416,439(3) | 1,551,738(2) | 1,551,738(2) | 1,551,738(2) | — | 4,027,398(4) | | Accelerated Stock Option Exercisability | — | — | — | — | — | 2,014,556(5) | 2,014,556(5) | | Accrued Vacation Pay | — | — | — | — | — | — | — | | Medical Benefits | — | 39,405(6) | — | 39,405(6) | 39,405(6) | — | 39,405(6) | | Spread Value of Vested Options | — | — | — | — | — | — | — | | Accelerated Vesting of Restricted Stock and Performance Stock Units | — | — | — | — | — | 5,502,589(7) | 5,502,589(7) | | Total | 1,551,738 | 2,455,844 | 1,551,738 | 1,591,143 | 1,591,143 | 7,517,145 | 11,583,948 |

  127. D. Ashley Lee, Executive Vice President, Chief Financial Officer, and Chief Operating Officer(1)

    | Executive Officer Benefits and Payments Upon Termination ($) | | | | | | | | | | Voluntary Termination | Good Reason or Involuntary Not for Cause Termination | For Cause Termination | Death | Disability | Change of Control Without Regard to Termination | Certain Termination Events Following/ Preceding a Change of Control | | Cash Compensation | 594,103(2) | 594,103(2) | 594,103(2) | 594,103(2) | 594,103(2) | — | 1,629,622(3) | | Accelerated Stock Option Exercisability | — | — | — | — | — | 643,646(4) | 643,646(4) | | Accrued Vacation Pay | — | — | — | — | — | — | — | | Medical Benefits | — | 36,738(5) | — | 36,738(5) | 36,738(5) | — | 36,738(5) | | Spread Value of Vested Options | — | — | — | — | — | — | — | | Accelerated Vesting of Restricted Stock and Performance Stock Units | — | — | — | — | — | 1,519,174(6) | 1,519,174(6) | | Total | 594,103 | 630,841 | 594,103 | 630,841 | 630,841 | 2,162,820 | 3,829,180 |

  128. Lance A. Berry, Executive Vice President, Chief Financial Officer, and Chief Operating Officer(1)

    | Executive Officer Benefits and Payments Upon Termination ($) | | | | | | | | | | Voluntary Termination | Good Reason or Involuntary Not for Cause Termination | For Cause Termination | Death | Disability | Change of Control Without Regard to Termination | Certain Termination Events Following/ Preceding a Change of Control | | Cash Compensation | —(2) | —(2) | —(2) | —(2) | —(2) | — | 750,000(3) | | Accelerated Stock Option Exercisability | — | — | — | — | — | 4,682(4) | 4,682(4) | | Accrued Vacation Pay | — | — | — | — | — | — | — | | Medical Benefits | — | 42,625(5) | — | 42,625(5) | 42,625(5) | — | 42,625(5) | | Spread Value of Vested Options | — | — | — | — | — | — | — | | Accelerated Vesting of Restricted Stock and Performance Stock Units | — | — | — | — | — | 752,104(6) | 752,104(6) | | Total | — | 42,625 | — | 42,625 | 42,625 | 756,786 | 1,549,411 |

  129. Amy D. Horton, Vice President, Chief Accounting Officer(1)

    | Executive Officer Benefits and Payments Upon Termination ($) | | | | | | | | | | Voluntary Termination | Good Reason or Involuntary Not for Cause Termination | For Cause Termination | Death | Disability | Change of Control Without Regard to Termination | Certain Termination Events Following/ Preceding a Change of Control | | Cash Compensation | 263,478(2) | 263,478(2) | 263,478(2) | 263,478(2) | 263,478(2) | — | 471,141(3) | | Accelerated Stock Option Exercisability | — | — | — | — | — | 194,335(4) | 194,335(4) | | Accrued Vacation Pay | — | — | — | — | — | — | — | | Medical Benefits | — | 24,304(5) | — | 24,304(5) | 24,304(5) | — | 24,304(5) | | Spread Value of Vested Options | — | — | — | — | — | — | — | | Accelerated Vesting of Restricted Stock and Performance Stock Units | — | — | — | — | — | 918,370(6) | 918,370(6) | | Total | 263,478 | 287,782 | 263,478 | 287,782 | 287,782 | 1,112,705 | 1,608,150 |

  130. Jean F. Holloway, Senior Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer(1)

    | Executive Officer Benefits and Payments Upon Termination ($) | | | | | | | | | | Voluntary Termination | Good Reason or Involuntary Not for Cause Termination | For Cause Termination | Death | Disability | Change of Control Without Regard to Termination | Certain Termination Events Following/ Preceding a Change of Control | | Cash Compensation | 411,245(2) | 411,245(2) | 411,245(2) | 411,245(2) | 411,245(2) | — | 948,843(3) | | Accelerated Stock Option Exercisability | — | — | — | — | — | 402,099(4) | 402,099(4) | | Accrued Vacation Pay | — | — | — | — | — | — | — | | Medical Benefits | — | 27,512(5) | — | 27,512(5) | 27,512(5) | — | 27,512(5) | | Spread Value of Vested Options | — | — | — | — | — | — | — | | Accelerated Vesting of Restricted Stock and Performance Stock Units | — | — | — | — | — | 1,119,592(6) | 1,119,592(6) | | Total | 411,245 | 438,757 | 411,245 | 438,757 | 438,757 | 1,521,691 | 2,498,046 |

  131. John E. Davis, Senior Vice President, Chief Commercial Officer(1)

    | Executive Officer Benefits and Payments Upon Termination ($) | | | | | | | | | | Voluntary Termination | Good Reason or Involuntary Not for Cause Termination | For Cause Termination | Death | Disability | Change of Control Without Regard to Termination | Certain Termination Events Following/ Preceding a Change of Control | | Cash Compensation | 391,207(2) | 391,207(2) | 391,207(2) | 391,207(2) | 391,207(2) | — | 904,144(3) | | Accelerated Stock Option Exercisability | — | — | — | — | — | 387,752(4) | 387,752(4) | | Accrued Vacation Pay | — | — | — | — | — | — | — | | Medical Benefits | — | 25,582(5) | — | 25,582(5) | 25,582(5) | — | 25,582(5) | | Spread Value of Vested Options | — | — | — | — | — | — | — | | Accelerated Vesting of Restricted Stock and Performance Stock Units | — | — | — | — | — | 1,008,039(6) | 1,008,039(6) | | Total | 391,207 | 416,789 | 391,207 | 416,789 | 416,789 | 1,395,791 | 2,325,517 |

  132. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). The Company’s PEO is Mr. Mackin.

  133. CEO Pay Ratio Disclosure

    | | PEO ($) | Median Employee(1) ($) | | Total Compensation(2) | 3,176,413 | 60,317 | | PEO to Median Employee Pay Ratio | 52.7 : 1 | |

  134. CEO Pay Ratio Disclosure

    (1)Median employee was determined among all persons employed by Artivion or any of its subsidiaries as of December 31, 2023. Base salary, commission payments, cash bonus, and equity awards were considered when determining the median employee. All 2023 compensation not paid in U.S. dollars was converted to U.S. dollars using the exchange rate as of December 31, 2023. All equity was recorded at grant date fair value. Base salary was annualized for those employees that were not employed for the full year of 2023. (2)Total Compensation includes all components recorded in the Summary Compensation Table. Mr. Mackin’s Total Compensation does not include the portion of the 2023 annual equity grant that was accelerated to November 2022. Mr. Mackin’s Total Compensation, inclusive of the 2023 accelerated annual equity grant was $5,756,417, which results in a PEO to Median Employee Pay Ratio of 95.4:1.

  135. CEO Pay Ratio Disclosure

    | ARTIVION, INC. | 2024 Proxy Statement | 68 |

  136. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following table sets forth a comparison of compensation reported in the Summary Compensation Table to compensation actually paid to our Principal Executive Officer (PEO) and other Named Executive Officers (NEOs) as well as information on our Company performance. As discussed earlier, summary compensation totals for the PEO and the average non-PEO NEO for the years 2021 and 2022 have been adjusted (i) to exclude Stock Award values reflecting grants made during 2019 that were previously disclosed in the 2020 proxy filing or (ii) to otherwise correct discrepancies between values reported in the Summary Compensation Table and values reported in the Grants of Plan-Based Awards table in the 2022 and 2023 proxy filings. These adjustments had no impact on the Compensation Actually Paid values for either the PEO or average non-PEO NEO in either of those years.

  137. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | Value of initial fixed $100 Investment based on: | | Net Income/ (Loss) ($mm) | AORT Revenue Growth ($mm) | | | | | | | AORT Total Shareholder Return | Index Total Shareholder Return | | | | | (a) | (a) | (b) | (b) | (c) | (c) | | (d) | | 2023 | $3,176,413 | $7,225,878 | $1,204,664 | $1,835,407 | $66 | $124 | ($37) | 12% | | 2022 | $7,216,340 | $4,718,496 | $1,796,100 | $1,352,869 | $45 | $114 | ($19) | 9% | | 2021 | $4,628,566 | $3,712,538 | $1,286,725 | $1,108,935 | $75 | $140 | ($15) | 16% | | 2020 | $3,415,458 | $327,652 | $977,089 | $454,642 | $87 | $118 | ($17) | -8% |

  138. Pay Versus Performance Disclosure

    (a)Mr. Mackin served as our only PEO for each year. (b)Our Non-PEO NEOs in 2023 were Messrs. Lee, Berry, Davis and Mses. Horton and Holloway. Our Non-PEO NEOs in 2022 and 2021 were Messrs. Lee, Davis, Stanton and Ms. Holloway. Our Non-PEO NEOs in 2020 were Messrs. Lee, Davis, Simpson, and Ms. Holloway. (c)Shareholder returns reflect $100 invested as of market close on December 31, 2019, the final trading day of fiscal 2019; Index Shareholder Return reflects S&P Health Care Equipment Index. (d)Company selected measure of revenue growth is non-GAAP (constant currency) as reported in annual earnings release. See page 10 of Form 8-K filed February 15, 2024 for reconciliation. As discussed in Compensation Discussion and Analysis, revenue growth as calculated in incentive plans may reflect additional adjustments to either the baseline (prior year revenue) or current year results. The following table sets forth a reconciliation from the Summary Compensation Table (“SCT”) to Compensation Actually Paid (“CAP”) to our PEO and for the average paid to our Non-PEO NEOs for the years ended December 31, 2020, 2021, 2022, and 2023. As discussed earlier, summary compensation totals for the PEO and the average non-PEO NEO for the years 2021 and 2022 have been adjusted (i) to exclude Stock Award values reflecting grants made during 2019 that were previously disclosed in the 2020 proxy filing or (ii) to otherwise correct discrepancies between values reported in the Summary Compensation Table and values reported in the Grants of Plan-Based Awards table in the 2022 and 2023 proxy filings. These adjustments had no impact on the Compensation Actually Paid values for either the PEO or average non-PEO NEO in either of those years.

  139. Pay Versus Performance Disclosure

    | | | | Equity Addition to SCT Total | | | | | | Year | SCT Total | Less Sum of Stock and Option Award Values from SCT | Value of Current Year Equity Awards at 12/31 | Change in Value of Unvested Prior Year Awards at 12/31 | Change in Value of Prior Year Awards That Vested In Current Year | Total Equity Addition/ Deduction to SCT Total | Total Compensation Actually Paid | | | | (e) | (f) | (g) | (h) | | (i) | | 2023 | $3,176,413 | ($801,938) | $1,771,014 | $2,775,817 | $304,572 | $4,049,465 | $7,225,878 | | 2022 | $7,216,340 | ($5,587,257) | $4,689,996 | ($1,385,504) | ($215,079) | ($2,497,844) | $4,718,496 | | 2021 | $4,628,566 | ($2,977,494) | $2,402,215 | ($495,663) | $154,913 | ($916,028) | $3,712,538 | | 2020 | $3,415,458 | ($2,323,534) | $1,931,021 | ($2,326,940) | ($368,352) | ($3,087,805) | $327,652 |

  140. Pay Versus Performance Disclosure

    The following table sets forth a reconciliation from the Summary Compensation Table (“SCT”) to Compensation Actually Paid (“CAP”) for the average paid to our Non-PEO NEOs for the years ended December 31, 2020, 2021, 2022, and 2023. As discussed earlier, summary compensation totals for the PEO and the average non-PEO NEO for the years 2021 and 2022 have been adjusted (i) to exclude Stock Award values reflecting grants made during 2019 that were previously disclosed in

  141. Pay Versus Performance Disclosure

    | ARTIVION, INC. | 2024 Proxy Statement | 69 |

  142. Pay Versus Performance Disclosure

    the 2020 proxy filing or (ii) to otherwise correct discrepancies between values reported in the Summary Compensation Table and values reported in the Grants of Plan-Based Awards table in the 2022 and 2023 proxy filings. These adjustments had no impact on the Compensation Actually Paid values for either the PEO or average non-PEO NEO in either of those years.

  143. Pay Versus Performance Disclosure

    | | | | Equity Addition to SCT Total | | | | | | Year | SCT Total | Less Sum of Stock and Option Award Values from SCT | Value of Current Year Equity Awards at 12/31 | Change in Value of Unvested Prior Year Awards at 12/31 | Change in Value of Prior Year Awards That Vested In Current Year | Total Equity Addition/ Deduction to SCT Total | Total Compensation Actually Paid | | | | (e) | (f) | (g) | (h) | | (i) | | 2023 | $1,204,664 | ($498,431) | $639,679 | $443,711 | $45,783 | $630,742 | $1,835,407 | | 2022 | $1,796,100 | ($1,124,197) | $955,981 | ($239,756) | ($35,259) | ($443,231) | $1,352,869 | | 2021 | $1,286,725 | ($640,635) | $508,720 | ($72,575) | $26,701 | ($177,790) | $1,108,935 | | 2020 | $977,089 | ($499,129) | $420,985 | ($371,199) | ($73,105) | ($522,447) | $454,642 |

  144. Pay Versus Performance Disclosure

    (f)Represents the grant date fair value of equity-based awards made during the fiscal year as reported in the Summary Compensation Table. (f)Represents the year-end fair value of equity awards that were made during the fiscal year and remained unvested as of year-end. (g)Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of each fiscal year-end. (h)Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the current fiscal year. (i)Equal to summary compensation total plus/minus any adjustments related to equity award values as reflected in this table.

  145. Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

    Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

  146. Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

    | ARTIVION, INC. | 2024 Proxy Statement | 70 |

  147. Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

    The Company grants Performance Share Units (PSUs) to executive officers annually. Shares are earned as determined by performance results for the year of grant. Earned shares vest 50% once performance results are certified, and 25% each on the 2nd and 3rd anniversaries of the grant date. Earned PSUs as a percentage of target for each grant that either vested during 2023 or was still outstanding as of year-end 2023 are shown in table below.

  148. Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

    | GRANT | EARNED | | 2020 | 100.0% | | 2021 | 109.9% | | 2022 | 88.5% | | 2023 | 148.6% |

  149. Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

    The Company granted performance-contingent shares under its LTIP during 2019. The first 60% of the 2019 LTIP grant was to be earned on the basis of revenue growth achieved during 2019-2021 period. This entire tranche of the 2019 LTIP grant was forfeited due to results achieved. The final 20% of the 2019 LTIP grant was earned on the basis of constant currency revenue growth achieved during 2023. As discussed in the Compensation Discussion and Analysis in this Proxy Statement, the earned award for this tranche was above target and vested in early 2024.

  150. Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

    | ARTIVION, INC. | 2024 Proxy Statement | 71 |

  151. Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

    The Company also granted performance-contingent shares under its LTIP during 2021, 2022 and 2023. Each grant was earned on the basis of performance results for the year of grant. Earned shares vested early in the year following grant. Earned LTIP shares as a percentage of target are shown in the table below.

  152. Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

    | GRANT | PERIOD | EARNED | | 2019 | 2019-2021 | 0% | | 2019 | 2022 | 136%* | | 2019 | 2023 | 212.5%** | | 2021 | 2021 | 118% | | 2022 | 2022 | 140% | | 2023 | 2023 | 200% |

  153. Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

    * PEO at 108% of target ** PEO at 141.7% of target The Company grants time-based restricted share unit (RSU) awards to executive officers annually and also at time of hire, promotion, or for retention purposes for certain officers. The Company made grants of stock option awards to executive officers annually through 2023 (2023 grants were made in November of 2022). Stock option grants vest pro-rata over the first three anniversaries of grant and expire on the seventh anniversary of grant. Fair values at time of grant, at year-end 2022 and 2023, and on vesting dates for awards that vested during 2023 were all determined using the Black-Scholes model. The table below summarizes the option fair values and related assumptions used to calculate Compensation Actually Paid for fiscal year 2023.

  154. Relationships Between Compensation Actually Paid (CAP) and TSR, Net Income, and Revenue Growth

    | Valuation Purpose for PVP | AORT Stock Price | AORT Option Exercise Price | Expected Term (years) | Stock Price Volatility | Risk-free Rate | Option Fair Value | | Year-end 2022 | $12.12 | $11.03 - $26.24 | 2.14 – 4.86 | 40% | 4.01% - 4.38% | $0.58 - $5.29 | | 2023 Vesting | $13.39 - $13.96 | $11.03 - $26.24 | 2.00 – 3.36 | 45% | 4.40% - 4.62% | $1.24 - $6.21 | | Year-end 2023 | $17.88 | $11.03 - $24.90 | 2.13 – 4.93 | 45% | 3.85% - 4.20% | $3.11 - $9.89 |