DEF 14A of Artivion, Inc., Apr 1, 2025

DEF 14A of Artivion, Inc.

Filed Apr 1, 2025 · FY20240001999371-25-003629

Open on EDGAR

  1. PROPOSAL ONE – ELECTION OF DIRECTORS

    PROPOSAL ONE – ELECTION OF DIRECTORS Artivion directors elected during the Annual Meeting on May 13, 2025 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 director nominee 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, or the Board may elect to reduce its size. 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 17, 2025, 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 | 70 | 143,571(2) | * | | Daniel J. Bevevino | 2003 | 65 | 143,736(2) | * | | Marna P. Borgstrom | 2018 | 71 | 42,763(2) | * | | James W. Bullock | 2016 | 68 | 62,322(2) | * | | Jeffrey H. Burbank | 2017 | 62 | 47,471(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) (%) | | Elizabeth A. Hoff | 2022 | 59 | 25,064(2) | * | | J. Patrick Mackin | 2014 | 58 | 1,328,648(3) | 3.1 | | Jon W. Salveson | 2012 | 60 | 123,515(2) | * | | Anthony B. Semedo | 2021 | 73 | 36,259(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 6,289 shares of unvested restricted stock granted on May 30, 2024. For Mr. Semedo, the amount includes 600 shares that Mr. Semedo owns indirectly through his spouse. (3)Amount includes 555,160 options that are either presently exercisable or will become exercisable within 60 days after March 17, 2025. This amount also includes 274,812 shares of unvested restricted stock subject to forfeiture held by Mr. Mackin as of March 17, 2025. This amount does not include 91,795 shares earned under 2023 and 2024 performance stock unit awards that had not vested as of March 17, 2025 and that will not vest within 60 days thereafter. (4)There were 42,689,303 outstanding shares of Artivion common stock as of March 17, 2025, the record date.

  7. 2025 Director Nominees

    2025 Director Nominees

  8. 2025 Director Nominee Skills

    2025 Director Nominee Skills

  9. 2025 Director Nominee Skills

    | CEO Experience | Financial and Investor Relations Expertise | Medical Device and Healthcare Expertise | Legal, Compliance, and Governance Experience | | Sustainability 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 healthcare 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 boards of (1) Marion Parke, a privately held company based in Minneapolis, Minnesota and (2) the Fair Haven Community Health Care Foundation, a privately held non-profit based in New Haven, Connecticut. 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, Chief Executive Officer, and board member 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, Chief Executive Officer, and board member 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 serves as President and Chief Executive Officer of SOMAVAC Medical Solutions, Inc., a company that develops, manufacturers, and distributes deep tissue negative pressure therapy as an alternative to traditional post-surgical fluid removal. Previously, Ms. Hoff served as the 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 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 offered consulting and executive coaching services to medical device leaders. Earlier in her career, Ms. Hoff 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

  15. Director Nominee Qualifications and Biographical Information

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  16. Director Nominee Qualifications and Biographical Information

    healthcare investment banking group in 2001. Mr. Salveson served on the board of Asklepios Biopharmaceuticals, Inc., a private company specializing in gene therapy technologies, which was acquired by Bayer AG (ETR: BAYN) in 2020. Mr. Salveson also recently served on the Board of Directors of Nuwellis, Inc. (NASDAQ: NUWE), an early-stage medical device company, until 2023. 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 2024 Director Compensation

    Fiscal 2024 Director Compensation The following table provides compensation information for the one-year period ended December 31, 2024 for each person who was a member of our Board of Directors in 2024, other than J. Patrick Mackin.

  20. Fiscal 2024 Director Compensation

    | Name | Retainers Earned or Paid in Cash(1) ($) | Annual Stock Awards(2) ($) | Total ($) | | (a) | (b) | (c) | (d) | | Thomas F. Ackerman | 80,000 | 149,993 | 229,993 | | Daniel J. Bevevino | 85,000 | 149,993 | 234,993 | | Marna P. Borgstrom | 70,000 | 149,993 | 219,993 | | James W. Bullock | 67,500 | 149,993 | 217,493 | | Jeffrey H. Burbank | 115,000 | 149,993 | 264,993 | | Elizabeth A. Hoff | 64,167 | 149,993 | 214,160 | | Jon W. Salveson | 65,000 | 149,993 | 214,993 | | Anthony B. Semedo | 67,500 | 149,993 | 217,493 | | (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 2024. Note that the Annual Stock Awards, which are generally made shortly after the Company’s Annual Meeting each year, cover the one-year service period ending on the day preceding the Company’s Annual Meeting the following year. (2)Amounts shown represent the aggregate grant date fair value of the 6,289 restricted shares granted to each non-employee director, as calculated in accordance with FASB ASC Topic 718. We issued the awards on May 30, 2024, and we valued them at $23.85 per share, which was the closing price on the grant date. See Notes 1 and 14 of the Notes to Consolidated Financial Statements filed with Artivion’s Annual Report on Form 10-K for the year ended December 31, 2024 for assumptions used in valuing restricted stock awards. The restricted stock represented here vests on May 30, 2025; accordingly, these shares remained subject to vesting restrictions as of December 31, 2024. | | | |

  21. Fiscal 2024 Director Compensation

    J. Patrick Mackin, Chairman, President, and Chief Executive Officer received no compensation in 2024 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 43.

  22. 2023 Say on Pay Vote and 2024 Program Decisions

    •As explained in more detail below, the Committee adopted the same financial metrics for the annual cash bonus plan and the annual performance share plan: (1) constant currency revenue growth and (2) adjusted EBITDA, concluding, with input from its advisors and management, that it was appropriate to use these metrics across both plans because they continued to be some of the most significant drivers of Company performance and stockholder value creation for 2024. The payout for the cash bonus was capped at 200% overall of target, inclusive of any adjustments for personal performance, and the payout for the performance share plan was also capped at 200% with no modifier for personal performance; •In addition, and as explained in more detail below, the Committee adopted a non-financial, R&D-related metric as another metric for the annual performance share plan, concluding, with input from its advisors and management, that like constant currency revenue growth and adjusted EBITDA, these two R&D milestones—(1) the submission of two AMDS PMA modules (i.e., pre-clinical in Q3 2024 and QMS/MFG in Q4 2024) and (2) the submission of the Arcevo LSA IDE in Q4 2024—were significant drivers of stockholder value creation for the coming years beyond 2024 as the Company prepares to bring its portfolio of aortic stent graft products to the US market; •Unlike in 2023, in 2024, the Committee decided to eliminate the use of options and to use only two types of annual equity vehicles (restricted stock units (“RSU”) and performance stock units (“PSU”)) for officer annual long-term incentive awards, determining that using only RSUs and PSUs was more in-line with current market trends and the Company’s proxy peers and better supported the Company’s compensation objectives. The allocation among the equity vehicles was split equally between RSUs and PSUs; •The Committee increased the target annual equity value from 2023 to 2024 for all NEOs both as a reward for exceptional individual performance, and to bring annual equity targets more in-line with market medians for such officers, because those medians (particularly with respect to SVPs) increased over the past year. The target annual equity values for NEOs’ annual equity in 2024 were as follows: Mr. Mackin’s was $3,608,903; Mr. Berry’s was $1,500,000; Mr. Davis’s was $800,000; Ms. Holloway’s was $795,000; and Mr. Stanton’s was $600,000. As in prior years, the 2024 annual equity grant gave executives the potential through superior performance to earn target equity payouts in range of the 75th percentile; and •In February 2024, the Committee adopted a framework for the cash bonus and performance stock plans and the metrics for the 2024 incentive plans. The Committee finalized and approved the full-year financial metrics for both the 2024 cash bonus and performance share plans as follows: (a) for the cash bonus plan, (1) a metric of constant currency revenue growth in 2024 versus 2023 with a target of 10%, weighted at 50%, and (2) a metric based on performance to target adjusted EBITDA with a target of $70 million, also weighted at 50%; and (b) for the performance share plan, the same metrics of constant currency revenue growth and adjusted EBITDA, weighted at 50% and 30%, respectively. In addition, for the performance share plan, the Committee finalized and approved the following non-financial R&D-related metric, weighted at 20%: (1) the submission of two AMDS PMA modules to the US Food and Drug Administration (“FDA”) in 2024 (i.e., pre-clinical in Q3 2024 and QMS/MFG in Q4 2024) and (2) the submission of the Arcevo LSA IDE to the FDA in Q4 2024. If both R&D milestones were achieved, then the payout for the R&D metric was the greater of target (100%) or the weighted average achievement of the revenue and adjusted EBITDA metrics.

  23. Incentive Plan Adjustments

    Incentive Plan Adjustments As discussed above, in February 2024, the Committee established financial metrics and targets for the cash bonus plan as well as the performance share plan. In February 2025, the Committee evaluated the Company’s full-year financial results for 2024, including the impact of and management’s response to the Cybersecurity Incident on those results. The Committee determined that the Cybersecurity Incident, while only temporarily disrupting the Company’s business operations, resulted in a $4.6 million impact on revenue and a $2.6 million impact on adjusted EBIDTA for fiscal 2024. The Committee further determined that, but for the Cybersecurity Incident, the Company’s 2024 proforma revenue likely would have been $393.1 million (10.7% constant currency growth), and its adjusted proforma EBITDA likely would have been $73.9 million (37% growth), as opposed to the Company’s actual results of $388.5 million in revenue (9.4% constant currency growth) and adjusted EBITDA of $71.3 million (32% growth). Based on these proforma results excluding the Cybersecurity Incident, the cash bonus plan payout would have been 148% and the performance share plan payout would have been 142%. Actual results, including the negative impact of the Cybersecurity Incident on revenue and adjusted EBITDA, would have reduced the incentive plan payouts to 116% and 104% for the cash bonus plan and performance share plan, respectively. Given that these reductions to the incentive plan payouts were largely beyond management’s control, coupled with the Committee’s view that management responded exceptionally well to the Cybersecurity Incident—e.g., (1) emergency shipments were supported within twenty-four hours, (2) the Company created manual workarounds to support the business,

  24. Incentive Plan Adjustments

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  25. Incentive Plan Adjustments

    including shipments, production, payroll, and order tracking, (3) the Company does not expect to lose any customers as a result of the Cybersecurity Incident, (4) the 2024 revenue and adjusted EBITDA remained within the Company’s guidance, and (5) the Company has continued to make all required SEC filings and other required reporting on a timely basis—combined with the stockholder value created during 2024 with the Company’s stock price increasing nearly 60%, the Committee determined that the appropriate approach would be to use discretion in considering performance against the revenue and adjusted EBITDA metrics. Accordingly, the Committee approved payouts under both the cash bonus and performance share plans at 130% of target, which is below the payouts based on proforma results under those plans discussed above had the Company never experienced the Cybersecurity Incident, but above the payouts based on actual results. Additionally, in February 2025, the Committee evaluated the Company’s performance against the above-described R&D milestones. The Committee determined that while the Company did not file the Arcevo LSA IDE with the FDA until the first week of January 2025, the Company was prepared to submit the IDE in December 2024, but acquiesced to a request from the FDA that the Company not file the IDE until January 2025, a delay that will not likely impact the Company’s overall progress toward FDA approval. Accordingly, the Committee determined that the Company successfully achieved the R&D metric, which was factored into the Committee’s decision to pay the cash bonus and performance share plans at 130% of target.

  26. 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 2024 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 on constant currency revenue growth and adjusted EBITDA, factors that are believed to create significant stockholder value creation, and over which executive officers are believed to have substantial control, and that are intended to incentivize executive officers to achieve Company target performance on these key financial metrics; •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 performance stock units, which are designed to be earned only if specified results at challenging levels for revenue, adjusted EBITDA, and key non-financial metrics are attained, thereby incentivizing executive officer performance that furthers the Company’s strategic goals and drives stockholder value. Such performance stock units, however, are not fully earned if such challenging levels are not met; •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 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 2024, the executive officer compensation program effectively delivered pay-for-performance as follows: •In 2024, we achieved constant currency revenue growth of 9.4%, and adjusted EBITDA of $71.3 million (a 32% increase over 2023), both of which were within the Company’s guidance. We also made three important regulatory filings with the FDA that are essential to the Company’s plans to bring its portfolio of aortic stent graft products to the US market. Without the Committee’s above-described adjustments, this performance resulted in payouts of 116% for the cash bonus plan (adjusted to 130%) and 104% for the annual performance share plan (adjusted to 130%).

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

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

    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 2024, as presented in our 2024 Form 10-K filed on February 28, 2025.

  29. 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 2024 and regarding 2024 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 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 2024, and again in February 2025, 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. Independent Compensation Consultant

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  31. 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 2024 having payouts based 50% on entire-year constant currency revenue growth during 2024 and 50% on entire-year adjusted EBITDA during 2024. 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%. | | 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 Restricted Stock Units | PSUs are earned only if specific levels of Company performance are achieved during the relevant performance period. For fiscal 2024, annual PSU payouts were based 50% on entire-year constant currency revenue growth during 2024, 30% on entire-year adjusted EBITDA during 2024, and 20% on the Company’s achievement of a key R&D metric during 2024, up to a cap of 200% for each individual metric and overall. |

  32. COMPENSATION MIX

    | Compensation Component | Mackin | Berry | Holloway | Davis | Stanton | | Salary ($)(1) | 806,904 | 500,000 | 425,639 | 406,855 | 409,593 | | Short-Term Incentive (at target) ($)(2) | 806,904 | 300,000 | 212,820 | 203,428 | 204,797 | | Long-Term Incentive(3) - Annual Equity (Grant Date Fair Value at target) ($) | 3,608,101 | 1,499,980 | 794,989 | 800,016 | 599,992 | | Target Total Direct Compensation ($) | 5,221,909 | 2,299,980 | 1,433,448 | 1,410,299 | 1,214,382 | | % Fixed(4) % Variable(5) | 15.5 84.5 | 21.7 78.3 | 29.7 70.3 | 28.8 71.2 | 33.7 66.3 | | % Short-Term Compensation(6) % Long-Term Compensation(7) | 30.9 69.1 | 34.8 65.2 | 44.5 55.5 | 43.3 56.7 | 50.6 49.4 |

  33. 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 2024 officer compensation was presented to the Committee in the fourth quarter of fiscal 2023. We refer to this study as the “2023 Study.” The Committee reconsidered the 2023 Study for continued applicability at its first quarter 2024 meetings. As in prior years, the 2023 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 $359.2 million, based on the latest figures available at the time the 2023 Study was prepared, and median market capitalization as of June 2023 of $785.2 million. In addition to using officer pay information as disclosed by companies in the compensation peer group, the 2023 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 2024. With respect to all NEOs included in the 2023 Study, the data in the study was a blend of the 2023 peer group and the survey information. In each case, Willis Towers Watson trended the compensation data forward to January 1, 2024 by a factor of 3.0%.

  34. MARKET ANALYSIS

    | Peer Company(1) | FYE Revenue(2) ($) | | Avanos Medical, Inc. | 814.3 | | Inogen, Inc. | 369.0 | | Axogen, Inc. | 144.2 | | Orthofix Medical, Inc. | 529.5 | | Glaukos Corp. | 289.1 | | Nevro Corp. | 414.9 | | Accuray Incorporated | 439.3 | | Inari Medical, Inc. | 412.9 | | Tactile Systems Technology, Inc. | 257.7 | | Alphatec Holdings, Inc. | 389.0 | | AngioDynamics, Inc. | 338.8 | | Zynex, Inc. | 169.3 | | AtriCure, Inc. | 349.3 | | iRhythm Technologies, Inc. | 430.0 | | Cutera, Inc. | 249.4 | | Silk Road Medical, Inc. | 150.7 | | Median | 359.2 | | Artivion’s 2024 Revenue | 388.5 |

  35. MARKET ANALYSIS

    (1)The Committee believed that the pay practices of these companies provided a useful reference point for pay and performance comparisons at Artivion, especially considering Artivion’s anticipated growth. (2)Latest FYE revenue, in millions, at the time the peer group was developed. The following survey source was used in the 2023 Study: •2023 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 2024, for purposes of evaluating the compensation to be paid to executives in fiscal year 2025, the Committee (at the recommendation of Willis Towers Watson) made several changes to the peer group that the Committee had used for its 2023 analysis, namely: (1) Glaukos Corp., Cutera, Inc., Zynex, Inc., and Silk Road Medical, Inc. were removed; and (2) Tandem Diabetes Care, Inc., STAAR Surgical Company, TransMedics Group, Inc., and Paragon 28, Inc. were added to the peer group. These changes were made to the peer group used for benchmarking 2025 executive compensation to address, among other things, consolidation and other strategic transactions in the medical device industry in 2024, 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.

  36. 2024 Short-Term Incentives – The 2024 Cash Bonus Plan

    2024 Short-Term Incentives – The 2024 Cash Bonus Plan In February 2024, the Committee adopted the “2024 Cash Bonus Plan” as set forth above at page 28. Analysis – Program Design The table below shows the performance metrics set for the 2024 Cash Bonus Plan as finalized in February 2024.

  37. 2024 Short-Term Incentives – The 2024 Cash Bonus Plan

    | 2024 Performance Goals | | | | | | | Performance Measure | Weight (%) | Threshold | Target | Stretch | Maximum | | Revenue Growth Rate; Constant Currency (2024 v. 2023) | 50 | 5.0% growth | 10.0% growth | 12.0% growth | 16.0% growth | | Financial Metric Potential Payouts (%) | | 30 | 100 | 150 | 200 | | 2024 Adjusted EBITDA | | $57,400,000 | $70,000,000 | $72,500,000 | $75,000,000 | | Financial Metric Potential Payouts (%) | 50 | 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%. | | | | | |

  38. 2024 Short-Term Incentives – The 2024 Cash Bonus Plan

    The Committee believed that the 2024 threshold and target performance levels for the constant currency revenue and adjusted EBITDA metrics were challenging and would drive stockholder value creation. In addition, the 2024 revenue and adjusted EBITDA target performance levels were within the range of 2024 guidance publicly announced by Artivion in the first quarter 2024. In arriving at its decision to approve the 2024 final metrics 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 and adjusted EBITDA 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;

  39. 2024 Short-Term Incentives – The 2024 Cash Bonus Plan

    | ARTIVION, INC. | 2025 Proxy Statement | 34 |

  40. 2024 Short-Term Incentives – The 2024 Cash Bonus Plan

    •The plan’s similarity to the short-term incentive plans of the Company’s peer group companies; •Artivion’s 2023 performance, and whether any changes to performance metrics were required to achieve 2024 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 2024 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 As set forth above at page 28, the 2024 Cash Bonus Plan payouts in early 2025 were based on actual financial performance results of Artivion relative to the predetermined goals and adjusted by the Committee to account for the Committee’s overall assessment of management’s performance during 2024, including considering the impact of and management’s response to the Cybersecurity Incident. Mr. Mackin’s 2023 Cash Bonus Plan payout in early 2025 was also based on the same considerations. The Board of Directors reviewed Mr. Mackin’s individual performance relative to his individual goals for 2024 and, after receiving the Committee’s certification of the 2024 performance metrics and the Committee’s recommendation to adjust the metrics to account for the Committee’s overall assessment of management’s performance during 2024, including considering the impact of and management’s response to the Cybersecurity Incident, approved the Chief Executive Officer’s bonus payout at the amount set forth below. The following tables show the performance results for the 2024 performance metrics, the payout as adjusted by the Committee as noted above, and that there were no personal-performance modifications to the short-term incentive paid to each NEO.

  41. 2024 Short-Term Incentives – The 2024 Cash Bonus Plan

    | 2024 Annual Incentive Program (Cash Bonus Plan) Actual vs. Target Performance | | | | | | Performance Measure | Weight (%) | Actual Performance | Target Performance | Adjusted Payout % of Target (%) | | Revenue Growth Rate; Constant Currency (2024 v. 2023) | 50.0 | 9.4% growth | 10.0% growth | 130.0 | | 2024 Adjusted EBITDA | 50.0 | $71,300,000 | $70,000,000 | 130.0 | | - 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. | | | | |

  42. 2024 Short-Term Incentives – The 2024 Cash Bonus Plan

    See Appendix A for further details regarding the adjusted EBITDA measure.

  43. 2024 Short-Term Incentives – The 2024 Cash Bonus Plan

    | 2024 Annual Incentive Program (Cash Bonus Plan) Actual vs. Target Payout | | | | | | | Executive Officer | Actual Payout ($) | Target Payout ($) | Company Performance Adjusted Payout % of Target (%) | Personal Performance Modifier (%) | Adjusted Total Payout % of Target (%) | | Mackin | 1,048,975 | 806,904 | 130.0 | 0.0 | 130.0 | | Berry | 390,000 | 300,000 | 130.0 | 0.0 | 130.0 | | Holloway | 276,665 | 212,820 | 130.0 | 0.0 | 130.0 | | Davis | 264,456 | 203,428 | 130.0 | 0.0 | 130.0 | | Stanton | 266,235 | 204,797 | 130.0 | 0.0 | 130.0 |

  44. 2024 Short-Term Incentives – The 2024 Cash Bonus Plan

    | ARTIVION, INC. | 2025 Proxy Statement | 35 |

  45. 2024 Long-Term Incentives – Annual Equity

    2024 Long-Term Incentives – Annual Equity Based on input from management, and in consultation with Willis Towers Watson, starting in the fourth quarter of 2023, the Committee considered the 2024 Annual Long-Term Incentive Program, and in the design of the 2024 program, determined to use a mix of equity awards split equally between RSUs and 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 2024 would be established at the levels disclosed in the table below to remain market competitive, as reflected in the 2023 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 an ongoing 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 2023 and continuing into 2024. To arrive at the number of shares of RSUs and target PSUs to be granted, the Committee directed management to determine 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 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 $20.27 for the RSU and PSU grants, the closing price on February 23, 2024 when those grants were made. For 2024, the Committee adopted the PSU performance measures as set forth above at page 28. The following table provides the 2024 equity awarded through the Annual Long-Term Incentive Program to the NEOs as approved by the Committee.

  46. 2024 Long-Term Incentives – Annual Equity

    | 2024 Annual Equity Grant Level | | | | Executive Officer | Performance Stock Units(1) (#) | Restricted Stock Units(2) (#) | | Mackin | 89,001 | 89,001 | | Berry | 37,000 | 37,000 | | Holloway | 19,610 | 19,610 | | Davis | 19,734 | 19,734 | | Stanton | 14,800 | 14,800 |

  47. 2024 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 1/3 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 March 6, 2025, the first date that the awards could be released following the date that the Company filed its Form 10-K for fiscal 2024); 1/3 on the second anniversary of the award date; and 1/3 on the third anniversary of the award date. (2)Restricted stock units vest 1/3 on the first anniversary of the award date;1/3 on the second anniversary of the award date; and 1/3 on the third anniversary of the award date. Analysis – Program Design In approving the 2024 long-term incentive grant values awarded through the Annual Long-Term Incentive Plan in February 2024, 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, and the continued expansion into Asia Pacific and Latin America, resulting in significant growth in those regions that included the creation of numerous new subsidiaries over the past two years;

  48. 2024 Long-Term Incentives – Annual Equity

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  49. 2024 Long-Term Incentives – Annual Equity

    •Regulatory and clinical challenges associated with the transition to the MDR in Europe and the introduction of the Company’s aortic stent graft products into the U.S. market; •2023 personal and Company performance; •The Committee’s continued desire to have a mix of value among 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 •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 As set forth above at page 28, in arriving at its decision in February 2025 to certify the PSUs earned by NEOs, the Committee took into consideration the Company’s actual performance results relative to the above-described metrics and adjusted the payout to account for the Committee’s overall assessment of management’s performance during 2024, including considering the impact of and management’s response to the Cybersecurity Incident. 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 2024 annual PSU award grants. The table also provides the actual performance level for 2024, as certified and adjusted by the Committee, together with the associated level of shares that were earned.

  50. 2024 Long-Term Incentives – Annual Equity

    | 2024 Performance Stock Units – Annual Award Actual vs. Threshold/Target/Maximum Performance | | | | | | | Performance Measure | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | Adjusted Payout % of Target (%) | | Revenue Growth Rate; Constant Currency (2024 v. 2023) | 5.0% growth | 10.0% growth | 16.0% growth | 9.4% growth | 130.0 | | Financial Metric Potential Payouts (%) | 30 | 100 | 200 | — | — | | 2024 Adjusted EBITDA | $57,400,000 | $70,000,000 | $75,000,000 | $71,300,000 | 130.0 | | Financial Metric Potential Payouts (%) | 30 | 100 | 200 | — | — | | R&D Metric Potential Payouts (%) | — | 100 | — | Achieved | 130.0 | | - Performance measures are weighted as follows: cc revenue growth rate at 50%; adjusted EBITDA at 30%; and R&D milestones at 20%. - The combined resulting final payout, as adjusted, was 130.0% of target. | | | | | |

  51. 2024 Long-Term Incentives – Annual Equity

    See Appendix A for further details regarding the constant currency and adjusted EBITDA measures. The 2024 PSU payouts in early 2025 were based on actual financial performance results of Artivion relative to the predetermined goals and adjusted by the Committee to account for the Committee’s overall assessment of management’s performance during 2024, including considering the impact of and management’s response to the Cybersecurity Incident, as set forth above at page 28. The PSU awards will vest based on the executive officer’s continued service: 1/3 of the shares earned vested on February 28, 2025 (following the Committee’s certification of the adjusted payout of shares under the performance metrics); 1/3 of the shares earned will vest on February 23, 2026; and the remaining 1/3 of the shares earned will vest on February 23, 2027, 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.

  52. 2024 Long-Term Incentives – Annual Equity

    | ARTIVION, INC. | 2025 Proxy Statement | 37 |

  53. 2024 Long-Term Incentives – Annual Equity

    The following table shows the target payout and the adjusted payout of PSUs granted to each NEO based on the 2024 performance metrics.

  54. 2024 Long-Term Incentives – Annual Equity

    | 2024 Annual Incentive Program (Annual PSU Plan) Actual vs. Target Payout | | | | | Executive Officer | Actual Payout (Shares) | Target Payout (Shares) | Adjusted Payout % of Target (%) | | Mackin | 115,701 | 89,001 | 130.0 | | Berry | 48,100 | 37,000 | 130.0 | | Holloway | 25,493 | 19,610 | 130.0 | | Davis | 25,654 | 19,734 | 130.0 | | Stanton | 19,240 | 14,800 | 130.0 |

  55. 2024 Annual Target Total Direct Compensation

    2024 Annual Target Total Direct Compensation The Committee believed that the blend of annual salary, cash bonus, RSUs, and PSUs 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 2024 annual equity grants, as it believed that such an approach more accurately matched the intended value of the equity and intended compensation. The Committee applied vesting schedules for the 2024 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’ 2024 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’ 2024 target annual total direct compensation, the peer group median, and the primary rationale for each NEO’s compensation at the level shown.

  56. 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

  57. Equity and Cash Incentive Plans

    | ARTIVION, INC. | 2025 Proxy Statement | 38 |

  58. Equity and Cash Incentive Plans

    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 2024 was issued under the 2020 ECIP.

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

    EMPLOYMENT, SEPARATION AND RELEASE, AND CHANGE OF CONTROL AGREEMENTS

  60. 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 52.

  61. Employment Agreements with Other Named Executive Officers

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

  62. Employment Agreements with Other Named Executive Officers

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  63. 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. Davis and Ms. Holloway. In August 2022, Artivion entered into new change of control agreements with Ms. Holloway and Mr. Davis; 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. 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 entitled to receive a payment of 1.5x base salary and cash bonus plus healthcare coverage.

  64. Equity Grant Policies and Practices

    Equity Grant Policies and Practices 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. We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our

  65. Equity Grant Policies and Practices

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  66. Equity Grant Policies and Practices

    common stock, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In the event of a special blackout period outside the regular quarterly financial blackout period, we consider the extent and nature of both the special blackout period and the equity grant(s) at issue. Unless the Committee determines otherwise, equity 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.

  67. 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. Berry, our Chief Financial Officer; and Ms. Holloway, Mr. Davis, and Mr. Stanton, who were the three most highly compensated of the other executive officers of Artivion employed at the end of fiscal 2024.

  68. 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 | 2024 | 806,904 | — | 3,608,101 | — | 1,048,975 | — | 47,960 | 5,511,940 | | | 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 | | Lance A. Berry, Executive Vice President, Chief Financial Officer(8) | 2024 | 500,000 | — | 1,499,980 | | 390,000 | — | 184,053 | 2,574,033 | | | 2023 | 38,356 | 100,000 | 750,001 | 750,000 | — | — | — | 1,638,357 | | Jean F. Holloway, Senior Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer | 2024 | 425,639 | — | 794,989 | — | 276,665 | — | 18,120 | 1,515,413 | | | 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 | | John E. Davis, Senior Vice President, Chief Commercial Officer | 2024 | 406,855 | — | 800,016 | — | 264,456 | — | 20,155 | 1,491,482 | | | 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 | | Marshall S. Stanton, Senior Vice President, Clinical Research and Chief Medical Officer | 2024 | 409,593 | — | 599,992 | — | 266,235 | — | 17,793 | 1,293,613 | | | 2023 | 395,742 | — | 132,465 | — | 395,742 | — | 18,051 | 942,000 | | | 2022 | 384,216 | — | 623,985 | 369,500 | 214,008 | — | 17,322 | 1,609,031 |

  69. Summary Compensation Table

    (1)For 2024, amount represents the base salary as approved in February 2024. 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 was prorated based on the term of his employment. (2)For 2023, Mr. Berry received a sign-on bonus of $100,000. (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 14 of the Notes to Consolidated Financial Statements filed with Artivion’s Annual Report on Form 10-K for the year ended December 31, 2024 for assumptions we used in valuing these awards. The annual PSU awards paid out at 130.0% of target. If the 2024 PSUs were awarded at maximum payouts, it would change the stock awards to the following amounts: for Mr. Mackin $5,412,150; for Mr. Berry $2,249,970; for Ms. Holloway $1,192,485; for Mr. Davis $1,200,024; and for Mr. Stanton $899,988. For 2022, and for the reasons described in the Compensation Discussion and Analysis in the Company’s 2024 Proxy Statement, under the heading “November 2022 Acceleration of a Portion of the 2023 Annual Equity Grant,” 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; Ms. Holloway’s was $247,502; Mr. Davis’s was $246,002; and Mr. Stanton’s was $214,500. (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 14 of the Notes to Consolidated Financial Statements filed with Artivion’s Annual Report on Form 10-K for the year ended December 31, 2024 for assumptions we used in valuing the stock option awards. For 2023, Mr. Berry’s option award was part of his one-time, new-hire grant. For 2022, and for the reasons described in the Compensation Discussion and Analysis in the Company’s 2024 Proxy Statement, under the heading “November 2022 Acceleration of a Portion of the 2023 Annual Equity Grant,” 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; Ms. Holloway’s was $247,502; Mr. Davis’s was $246,002; and Mr. Stanton’s was $214,500. (5)For 2024, the amounts represent the revenue and adjusted EBITDA performance components of the awards earned pursuant to the applicable short-term incentive plan. For 2023 and 2022, the amounts represent the revenue performance components of the awards earned pursuant to the applicable short-term incentive plan.

  70. Summary Compensation Table

    | ARTIVION, INC. | 2025 Proxy Statement | 44 |

  71. Summary Compensation Table

    (6)Amounts include matching contributions and true-ups under the Company’s 401(k) plan, reimbursement of airline club and other club membership dues, and disability insurance premiums for NEOs. 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. Fiscal 2024 amounts also include for Mr. Mackin, an $18,000 auto allowance, and for Mr. Berry, $131,740 to assist with his relocation. (7) For 2022, and for the reasons described in the Compensation Discussion and Analysis in the Company’s 2024 Proxy Statement, 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; Ms. Holloway’s was $495,000; Mr. Davis’s was $492,001; and Mr. Stanton’s was $428,998. 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; Ms. Holloway’s was $1,488,719; Mr. Davis’s was $1,445,406; and Mr. Stanton’s was $1,370,998. (8)Only 2024 and 2023 compensation is presented for Mr. Berry who was appointed Chief Financial Officer on December 4, 2023.

  72. Summary Compensation Table

    | ARTIVION, INC. | 2025 Proxy Statement | 45 |

  73. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  74. 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#) | 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(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | J. Patrick Mackin | 2/23/24 | 242,071 | 806,904 | 1,613,808 | | | | | | | | | | | 2/23/24(2) | | | | | | | 89,001 | | | | 1,804,050 | | | 2/23/24(3) | | | | 30,260 | 89,001 | 178,002 | | | | | 1,804,050 | | Lance A. Berry | 2/23/24 | 90,000 | 300,000 | 600,000 | | | | | | | | | | | 2/23/24(2) | | | | | | | 37,000 | | | | 749,990 | | | 2/23/24(3) | | | | 12,580 | 37,000 | 74,000 | | | | | 749,990 | | Jean F. Holloway | 2/23/24 | 63,846 | 212,820 | 425,640 | | | | | | | | | | | 2/23/24(2) | | | | | | | 19,610 | | | | 397,495 | | | 2/23/24(3) | | | | 6,667 | 19,610 | 39,220 | | | | | 397,495 | | John E. Davis | 2/23/24 | 61,028 | 203,428 | 406,856 | | | | | | | | | | | 2/23/24(2) | | | | | | | 19,734 | | | | 400,008 | | | 2/23/24(3) | | | | 6,710 | 19,734 | 39,468 | | | | | 400,008 | | Marshall S. Stanton | 2/23/24 | 61,439 | 204,797 | 409,594 | | | | | | | | | | | 2/23/24(2) | | | | | | | 14,800 | | | | 299,996 | | | 2/23/24(3) | | | | 5,032 | 14,800 | 29,600 | | | | | 299,996 |

  75. Grants of Plan-Based Awards

    (1)These columns represent the awards granted to NEOs in February 2024 under our 2024 short-term incentive program (the Cash Bonus Plan) using the metrics of the 2024 Cash Bonus Plan approved by the Committee. 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 $57,400,000, which pays out at 30% of target, each weighted at 50%, resulting in a combined threshold payout 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, as described on page 27, the Committee adjusted the cash bonus program payout to 130% of target based on Company performance and to account for the negative financial impact of the Cybersecurity Incident. (2)These rows represent awards of time-based restricted stock units that vest 1/3 on the first anniversary of the award date;1/3 on the second anniversary of the award date; and 1/3 on the third anniversary of the award date. (3)These rows represent awards of performance stock units to our NEOs pursuant to the 2020 ECIP using the metrics of the 2024 performance share plan approved by the Committee. Threshold for (i) the revenue component is 5.0% constant currency growth, which pays out at 30% of target and is weighted at 50%, (ii) the adjusted EBITDA component is $57,400,000, which pays out at 30% of target and is weighted at 30%, and (iii) the R&D component is achievement of one milestone, which pays out at the greater of 50% of target or 50% of the weighted average achievement of the revenue and adjusted EBITDA metrics and is weighted at 20%, resulting in a combined threshold payout at 34% of target. The total PSU bonus payout is capped at 200% of target. In regard to the annual PSU awards, granted February 23, 2024, 1/3 vested on the first anniversary of the grant date or the first available grant date following the Committee’s certification of the 2024 financial performance, whichever is later (for the 2024 award, 1/3 vested on March 6, 2025, the first date that the awards could be released following the date that the Company filed its Form 10-K for fiscal 2024), 1/3 will vest on the second anniversary of the grant date, and 1/3 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, as described on page 27, the Committee adjusted the 2024 annual PSU award payouts to be awarded at 130% of target based on Company performance and to account for the negative financial impact of the Cybersecurity Incident. (4)Column (m) 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. For time-based RSUs and for PSUs, the calculation is based on the closing price of Artivion’s common stock on the date of grant. See Notes 1 and 14 of the Notes to Consolidated Financial Statements filed with Artivion’s Annual Report on Form 10-K for the year ended December 31, 2024 for assumptions we used in valuing these awards.

  76. Grants of Plan-Based Awards

    | ARTIVION, INC. | 2025 Proxy Statement | 46 |

  77. 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 2024 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

  78. 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 | 15.5 | 0.0 | 20.1 | | Lance A. Berry | 21.7 | 0.0 | 17.0 | | Jean F. Holloway | 29.7 | 0.0 | 19.3 | | John E. Davis | 28.8 | 0.0 | 18.8 | | Marshall S. Stanton | 33.7 | 0.0 | 21.9 |

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

    (1)Consistent with the Summary Compensation Table on page 43, 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 and adjusted EBITDA performance components of the awards earned pursuant to the applicable short-term incentive plan and the 2020 ECIP.

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

    | ARTIVION, INC. | 2025 Proxy Statement | 47 |

  81. Outstanding Equity Awards on December 31, 2024(*)

    Outstanding Equity Awards on December 31, 2024(*)

  82. Outstanding Equity Awards on December 31, 2024(*)

    | Option Awards | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | 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) | | J. Patrick Mackin | 75,615 | | | 21.55 | 3/12/2025 | | | | | | | 61,842 | | | 29.62 | 3/5/2026 | | | | | | | 86,296 | | | 26.24 | 2/19/2027 | | | | | | | 93,519 | | | 24.90 | 2/17/2028 | | | | | | | 84,364 | 42,182(1) | | 18.44 | 2/23/2029 | | | | | | | 186,956 | 93,478(2) | | 11.03 | 11/8/2029 | | | | | | | | | | | | 47,627(3) | 1,361,656 | | | | | | | | | | 10,537(4) | 301,253 | | | | | | | | | | 116,954(5) | 3,343,715 | | | | | | | | | | 29,323(6) | 838,345 | | | | | | | | | | 89,001(9) | 2,544,539 | | | | | | | | | | 115,701(10) | 3,307,892 | | | | Lance A. Berry | 31,211 | 62,422(7) | | 17.83 | 12/6/2030 | | | | | | | | | | | | 42,064(8) | 1,202,610 | | | | | | | | | | 37,000(9) | 1,057,830 | | | | | | | | | | 48,100(10) | 1,375,179 | | | | Jean F. Holloway | 19,092 | | | 21.55 | 3/12/2025 | | | | | | | 12,787 | | | 29.62 | 3/5/2026 | | | | | | | 16,975 | | | 26.24 | 2/19/2027 | | | | | | | 19,247 | | | 24.90 | 2/17/2028 | | | | | | | 15,530 | 7,765(1) | | 18.44 | 2/23/2029 | | | | | | | 35,870 | 17,934(2) | | 11.03 | 11/8/2029 | | | | | | | | | | | | 8,767(3) | 250,649 | | | | | | | | | | 1,939(4) | 55,436 | | | | | | | | | | 22,439(5) | 641,531 | | | | | | | | | | 6,418(6) | 183,491 | | | | | | | | | | 19,610(9) | 560,650 | | | | | | | | | | 25,493(10) | 728,845 | | | | John E. Davis | 15,910 | | | 21.55 | 3/12/2025 | | | | | | | 12,787 | | | 29.62 | 3/5/2026 | | | | | | | 10,802 | | | 26.24 | 2/19/2027 | | | | | | | 17,008 | | | 24.90 | 2/17/2028 | | | | | | | 15,274 | 7,637(1) | | 18.44 | 2/23/2029 | | | | | | | 35,652 | 17,826(2) | | 11.03 | 11/8/2029 | | | | | | | | | | | | 8,623(3) | 246,532 | | | | | | | | | | 1,908(4) | 54,550 | | | | | | | | | | 22,303(5) | 637,643 | | | | | | | | | | 6,368(6) | 182,061 | | | | | | | | | | 19,734(9) | 564,195 | | | | | | | | | | 25,654(10) | 733,448 | | |

  83. Outstanding Equity Awards on December 31, 2024(*)

    | ARTIVION, INC. | 2025 Proxy Statement | 48 |

  84. Outstanding Equity Awards on December 31, 2024(*)

    | Option Awards | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | 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) | | Marshall S. Stanton | 14,890 | 7,444(1) | | 18.44 | 2/23/2029 | | | | | | | 31,087 | 15,543(2) | | 11.03 | 11/8/2029 | | | | | | | | | | | | 8,406(3) | 240,328 | | | | | | | | | | 1,860(4) | 53,177 | | | | | | | | | | 19,447(5) | 555,990 | | | | | | | | | | 5,322(6) | 152,156 | | | | | | | | | | 14,800(9) | 423,132 | | | | | | | | | | 19,240(10) | 550,072 | | |

  85. Outstanding Equity Awards on December 31, 2024(*)

    * All values in this table are based on the closing price of the Company’s common stock on the NYSE on December 31, 2024 (the last trading day of 2024) of $28.59.

  86. Outstanding Equity Awards on December 31, 2024(*)

    | ARTIVION, INC. | 2025 Proxy Statement | 49 |

  87. Outstanding Equity Awards on December 31, 2024(*)

    | Type of Grant | Grant Date | Vesting Rate | Vesting Dates | Conditions | | (1) 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. | | (2) 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. | | (3) Service-based restricted stock unit award | 2/23/2022 | 100% cliff vesting | 2/23/2025 | Continued employment through vesting date required. | | (4) 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. | | (5) Service-based restricted stock unit award | 11/8/2022 | 100% cliff vesting | 11/8/2025 | Continued employment through vesting date required. | | (6) 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. | | (7) 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. | | (8) Service-based restricted stock (new-hire grant) | 12/6/2023 | 100% cliff vesting | 12/6/2026 | Continued employment through vesting date required. | | (9) Service-based restricted stock unit award | 2/23/2024 | 331/3% per year | 2/23/2025 2/23/2026 2/23/2027 | Continued employment through vesting date required. | | (10) Performance stock units | 2/23/2024 | 331/3% per year | 2/23/2025 2/23/2026 2/23/2027 | Number of shares based on certification of performance metrics for fiscal 2024, which the Compensation Committee determined in February 2025 (as described further above within the Compensation Discussion and Analysis). Number of shares shown reflects the total number of shares awarded (130% of target) pursuant to the performance metric, as none of the shares had time-vested as of 12/31/2024. The first tranche of earned shares vested on March 6, 2025, the first date that the awards could be released following the date that the Company filed its Form 10-K for fiscal 2024. Continued employment through vesting date required. |

  88. Outstanding Equity Awards on December 31, 2024(*)

    | ARTIVION, INC. | 2025 Proxy Statement | 50 |

  89. Option Exercises and Stock Vested(1)

    Option Exercises and Stock Vested(1)

  90. 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 | 59,225 | 151,148 | 151,108 | 2,965,538 | | Lance A. Berry | — | — | — | — | | Jean F. Holloway | 21,229 | 36,089 | 32,975 | 641,527 | | John E. Davis | 13,562 | 23,055 | 27,065 | 530,241 | | Marshall S. Stanton | — | — | 26,802 | 531,696 |

  91. 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 2024. (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.

  92. 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 were 0% for base salary and commissions and were 75% for the annual cash bonus for 2024. 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.

  93. NONQUALIFIED DEFERRED COMPENSATION

    | ARTIVION, INC. | 2025 Proxy Statement | 51 |

  94. NONQUALIFIED DEFERRED COMPENSATION

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

  95. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Officer Contributions in Fiscal 2024(1) ($) | Company Contributions in Fiscal 2024 ($) | Aggregate Earnings in Fiscal 2024(2) ($) | Aggregate Withdrawals and Distributions in Fiscal 2024 ($) | Aggregate Balance at December 31, 2024(3) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | J. Patrick Mackin | — | — | — | — | — | | Lance A. Berry | — | — | — | — | — | | Jean F. Holloway | — | — | 107,715 | — | 1,485,531 | | John E. Davis | — | — | 127,242 | — | 747,681 | | Marshall S. Stanton | 296,807 | — | 54,225 | — | 563,692 |

  96. 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 2024 on page 43. (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 2024 on page 43. (3)Amounts shown include the executive officer’s contributions, withdrawals, and associated hypothetical gains/losses during 2024, 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.

  97. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Amount Previously Reported ($) | | J. Patrick Mackin | — | | Lance A. Berry | — | | Jean F. Holloway | 1,377,816 | | John E. Davis | 620,439 | | Marshall S. Stanton(1) | 212,661 |

  98. NONQUALIFIED DEFERRED COMPENSATION

    (1)Mr. Stanton was not an NEO for fiscal 2023, so there was no amount reported in our 2024 Proxy Statement; however, the balance in his deferred compensation plan as of December 31, 2023 was $212,661.

  99. NONQUALIFIED DEFERRED COMPENSATION

    | Investment Options Provided and Associated Return Rates | | | Investment Option | Annual Return for FY 2024 | | Equity Income Division | 15.50 | | LargeCap S&P 500 Index Division | 24.74 | | LargeCap Growth I Division | 25.14 | | American Century VP Mid Cap Value Division | 8.52 | | Vanguard VIF Mid Cap Index Division | 15.08 | | Fidelity VIP MidCap Division | 17.18 | | Franklin Small Cap Value VIP Division | 11.71 | | Calvert VP Russell 2000 Small Cap Index Division | 11.00 | | ClearBridge Variable Small Cap Growth Division | 4.50 | | Real Estate Securities Division | 5.59 |

  100. NONQUALIFIED DEFERRED COMPENSATION

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  101. NONQUALIFIED DEFERRED COMPENSATION

    | Investment Options Provided and Associated Return Rates | | | Investment Option | Annual Return for FY 2024 | | American Funds Insurance Series New World Fund Division | 6.56 | | Principal LifeTime Strategic Income Division | 6.71 | | Principal LifeTime 2020 Division | 7.43 | | Principal LifeTime 2030 Division | 9.05 | | Principal LifeTime 2040 Division | 11.55 | | Principal LifeTime 2050 Division | 13.29 | | Principal LifeTime 2060 Division | 13.28 | | Fidelity VIP Government Money Market Division | 5.01 | | PIMCO VIT High Yield Division | 6.90 | | PIMCO VIT Total Return Division | 2.54 |

  102. 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.

  103. 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 | 1,048,975(2) | 3,537,963(3) | 1,048,975(2) | 1,048,975(2) | 1,048,975(2) | — | 5,896,605(4) | | Accelerated Stock Option Exercisability | — | — | — | — | — | 7,289,091(5) | 7,289,091(5) | | Accrued Vacation Pay | — | — | — | — | — | — | — | | Medical Benefits | — | 42,535(6) | — | 42,535(6) | 42,535(6) | — | 42,535(6) | | Spread Value of Vested Options | — | — | — | — | — | — | — | | Accelerated Vesting of Restricted Stock and Performance Stock Units | — | — | — | — | — | 10,934,017(7) | 10,934,017(7) | | Total | 1,048,975 | 3,580,498 | 1,048,975 | 1,091,510 | 1,091,510 | 18,223,108 | 24,162,248 |

  104. Lance A. Berry, Executive Vice President and Chief Financial 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 | 390,000(2) | 390,000(2) | 390,000(2) | 390,000(2) | 390,000(2) | — | 750,000(3) | | Accelerated Stock Option Exercisability | — | — | — | — | — | 1,007,491(4) | 1,007,491(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 | — | — | — | — | — | 3,318,270(6) | 3,318,270(6) | | Total | 390,000 | 432,625 | 390,000 | 432,625 | 432,625 | 4,325,761 | 5,118,386 |

  105. 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 | 276,665(2) | 276,665(2) | 276,665(2) | 276,665(2) | 276,665(2) | — | 1,255,326(3) | | Accelerated Stock Option Exercisability | — | — | — | — | — | 1,386,672(4) | 1,386,672(4) | | Accrued Vacation Pay | — | — | — | — | — | — | — | | Medical Benefits | — | 25,167(5) | — | 25,167(5) | 25,167(5) | — | 25,167(5) | | Spread Value of Vested Options | — | — | — | — | — | — | — | | Accelerated Vesting of Restricted Stock and Performance Stock Units | — | — | — | — | — | 2,252,407(6) | 2,252,407(6) | | Total | 276,665 | 301,832 | 276,665 | 301,832 | 301,832 | 3,639,079 | 4,919,572 |

  106. 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 | 264,456(2) | 264,456(2) | 264,456(2) | 264,456(2) | 264,456(2) | — | 1,197,093(3) | | Accelerated Stock Option Exercisability | — | — | — | — | — | 1,371,771(4) | 1,371,771(4) | | Accrued Vacation Pay | — | — | — | — | — | — | — | | Medical Benefits | — | 25,167(5) | — | 25,167(5) | 25,167(5) | — | 25,167(5) | | Spread Value of Vested Options | — | — | — | — | — | — | — | | Accelerated Vesting of Restricted Stock and Performance Stock Units | — | — | — | — | — | 2,249,176(6) | 2,249,176(6) | | Total | 264,456 | 289,623 | 264,456 | 289,623 | 289,623 | 3,620,947 | 4,843,207 |

  107. Marshall S. Stanton, Senior Vice President, Clinical Research and Chief Medical Officer(1)

    | Executive Officer Benefits and Payments Upon Termination ($)(2) | | | | | | | | | | 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 | — | — | — | — | — | — | — | | Accelerated Stock Option Exercisability | — | — | — | — | — | 1,045,513(3) | 1,045,513(3) | | Accrued Vacation Pay | — | — | — | — | — | — | — | | Medical Benefits | — | — | — | — | — | — | — | | Spread Value of Vested Options | — | — | — | — | — | — | — | | Accelerated Vesting of Restricted Stock and Performance Stock Units | — | — | — | — | — | 1,847,915(4) | 1,847,915(4) | | Total | — | — | — | — | — | 2,893,428 | 2,893,428 |

  108. 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.

  109. CEO Pay Ratio Disclosure

    | | PEO ($) | Median Employee(1) ($) | | Total Compensation(2) | 5,511,940 | 67,733 | | PEO to Median Employee Pay Ratio | 81.4 : 1 | |

  110. CEO Pay Ratio Disclosure

    (1)In calculating the CEO pay ratio for fiscal 2024, the Company used the same median employee identified in the prior year’s disclosure, as there have been no significant changes in employee compensation arrangements or workforce composition that would materially impact the pay ratio calculation. Base salary, commission payments, cash bonus, and equity awards were considered when determining the 2024 compensation of the median employee. All 2024 compensation not paid in U.S. dollars was converted to U.S. dollars using the exchange rate as of December 31, 2024. 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 2024. (2)Total Compensation includes all components recorded in the Summary Compensation Table.

  111. CEO Pay Ratio Disclosure

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  112. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and Non-PEO Named Executive Officers (NEOs) and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934 (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.

  113. 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) | | 2024 | $5,511,940 | $12,328,862 | $1,703,153 | $3,151,020 | $106 | $138 | ($13) | 9% | | 2023 | $3,176,413 | $7,225,878 | $1,204,664 | $1,835,407 | $66 | $124 | ($31) | 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% |

  114. Pay Versus Performance Disclosure

    (a)Mr. Mackin served as our only PEO for each year. (b)Our Non-PEO NEOs in 2024 were Messrs. Berry, Davis and Stanton and Ms. Holloway. 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 500 Health Care Equipment Index. (d)In the Company’s assessment, for the 2024 fiscal year, AORT revenue growth represents the most important financial performance measure that is not otherwise required to be disclosed in the table that we used to link “compensation actually paid” to our NEOs, including our PEO, to our performance. AORT revenue growth is an adjusted constant currency revenue measure calculated by adjusting for the exchange rate effect on GAAP revenues. We define exchange rate effect as the year-over-year impact of foreign currency movements using current period foreign currency rates applied to prior period transactional currency amounts. As discussed in the Compensation Discussion & Analysis, constant currency revenue growth as calculated in incentive plans may reflect additional adjustments to either the baseline (prior year revenue) or current year results, to exclude the impact of discontinued businesses and other unplanned events that were outside of management’s control. In 2023, we excluded the impact of the Company’s Cardiogenesis business. In 2022, we adjusted to exclude PerClot sales that occurred in 2022 and 2021. In 2021, we measured growth in the second half of the year by comparing to the second half of 2019 rather than 2020. 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 each fiscal year.

  115. Pay Versus Performance Disclosure

    | 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 Compensation Actually Paid | | | | (e) | (f) | (g) | (h) | (i) | | 2024 | $5,511,940 | ($3,608,101) | $5,852,430 | $3,370,222 | $1,202,370 | $12,328,862 | | 2023 | $3,176,413 | ($801,938) | $1,771,014 | $2,775,817 | $304,572 | $7,225,878 | | 2022 | $7,216,340 | ($5,587,257) | $4,689,996 | ($1,385,504) | ($215,079) | $4,718,496 | | 2021 | $4,628,566 | ($2,977,494) | $2,402,215 | ($495,663) | $154,913 | $3,712,538 | | 2020 | $3,415,458 | ($2,323,534) | $1,931,021 | ($2,326,940) | ($368,352) | $327,652 |

  116. Pay Versus Performance Disclosure

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  117. 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 each fiscal year.

  118. Pay Versus Performance Disclosure

    | 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 Compensation Actually Paid | | | | (e) | (f) | (g) | (h) | (i) | | 2024 | $1,703,153 | ($923,744) | $1,498,338 | $642,469 | $230,805 | $3,151,020 | | 2023 | $1,204,664 | ($498,431) | $639,679 | $443,711 | $45,783 | $1,835,407 | | 2022 | $1,796,100 | ($1,124,197) | $955,981 | ($239,756) | ($35,259) | $1,352,869 | | 2021 | $1,286,725 | ($640,635) | $508,720 | ($72,575) | $26,701 | $1,108,935 | | 2020 | $977,089 | ($499,129) | $420,985 | ($371,199) | ($73,105) | $454,642 |

  119. Pay Versus Performance Disclosure

    (i)Equal to summary compensation total plus/minus any adjustments related to equity award values as reflected in this table. For purposes of calculating “compensation actually paid,” the fair value of equity awards at year-end 2023 and 2024, and on vesting dates for awards that vested during 2024, were all determined consistent with the approach used to value the awards at the grant date for purposes of the Summary Compensation Table (refer to “Executive Officer Compensation – Summary Compensation Table” for additional information). For any awards subject to performance conditions, the change in fair value as of the end of the covered fiscal year is calculated based on the probable outcome of such conditions as of the last day of the fiscal year. The valuation assumptions used to calculate fair values do not differ materially from those disclosed at the time of grant, other than as reflected in the table below, which summarizes option fair values determined using the Black-Scholes model and related assumptions used to calculate Compensation Actually Paid for fiscal year 2024. (e)Represents the grant date fair value of equity-based awards made during the covered fiscal year as reported in the Summary Compensation Table. (f)Represents the year-end fair value of equity awards that were made during the covered fiscal year and remained unvested as of the end of the covered fiscal year. (g)Represents the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity-based awards granted in prior fiscal years that were still unvested as of the covered fiscal year-end. (h)Represents the change as of the vesting date (from the end of the prior fiscal year) in fair value of equity-based awards granted in prior fiscal years that vested as of the end of or during the covered fiscal year. (i)Equal to summary compensation total plus/minus any adjustments related to equity award values as reflected in this table. For purposes of calculating “compensation actually paid,” the fair value of equity awards at year-end 2023 and 2024, and on vesting dates for awards that vested during 2024, were all determined consistent with the approach used to value the awards at the grant date for purposes of the Summary Compensation Table (refer to “Executive Officer Compensation – Summary Compensation Table” for additional information). For any awards subject to performance conditions, the change in fair value as of the end of the covered fiscal year is calculated based on the probable outcome of such conditions as of the last day of the fiscal year. The valuation assumptions used to calculate fair values do not differ materially from those disclosed at the time of grant, other than as reflected in the table below, which summarizes option fair values determined using the Black-Scholes model and related assumptions used to calculate Compensation Actually Paid for fiscal year 2024.

  120. Pay Versus Performance Disclosure

    | 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 2023 | $17.88 | $11.03 - $24.90 | 2.13 – 4.93 | 45% | 3.85% - 4.20% | $3.11 - $9.89 | | 2024 Vesting | $18.81 - $29.66 | $11.03 - $24.90 | 2.00 – 3.40 | 45% | 4.05% - 4.64% | $3.44 - $19.34 | | Year-end 2024 | $28.59 | $11.03 - $18.44 | 2.15 – 3.93 | 45% | 4.25% - 4.32% | $13.41 - $19.23 |

  121. Pay Versus Performance Disclosure

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

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

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

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