Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On July 8, 2022, the board of directors (the “Board”)
of Axogen, Inc. (the “Company”) appointed William Burke as a new director to fill the vacant directorship on the Board, effective July 11, 2022. On July 8, 2022, the Board also reconstituted the committees of the Board. After the appointment of
Mr. Burke to the Board, the committees will be comprised as follows: (i) Mr. Burke (Chairman), Alan Levine and Amy Wendell will be the members of the Audit Committee, (ii) Guido Neels (Chairman), Ms. Wendell, John Johnson, and Paul Thomas will be
the members of the Governance, Nominating and Sustainability Committee, (iii) Mr. Thomas (Chairman), Mr. Neels and Mr. Levine will be the members of the Compensation Committee, and (iv) Mr. Johnson (Chairman), Gregory Freitag and Dr. Mark Gold
will be the members of the Quality, Compliance and Portfolio Management Committee.
Mr. Burke, age 54, was the Executive Vice President, Chief Financial Officer of Haemonetics Corp. (NYSE: HAE), a company that
provides a suite of innovative medical technology solutions to improve the quality, effectiveness, and efficiency of care, from August 2016 to June 2022 and was responsible for the global finance organization including investor relations. From July
2014 to July 2016, Mr. Burke served as Chief Integration Officer and Vice President, Integration for Medtronic plc (NYSE: MDT), a global healthcare products company, and was a member of its executive committee. In that role, Mr. Burke was
responsible for ensuring the successful integration of Medtronic with Covidien plc, a global healthcare company, following its acquisition by Medtronic. Prior to joining Medtronic, Mr. Burke spent more than 20 years in finance and business
development leadership roles at Covidien, including Chief Financial Officer for Covidien Europe based in Zurich, Vice President of Corporate Strategy and Portfolio Management and Vice President of Financial Planning and Analysis. Mr. Burke also
previously held key positions within Tyco Healthcare, including the financial controller of Valleylab, managing director of the Covidien Group in Switzerland, and international controller. Mr. Burke began his career as an auditor with KPMG. He
currently serves on the board of directors of MiroMatrix (NASDAQ CM: MIRO). Mr. Burke holds a Bachelor of Science degree in Business Administration from Bryant College.
Commensurate with the Company’s director compensation
policy, as a director, Mr. Burke will receive a quarterly cash retainer of $10,000 and a quarterly cash retainer of $5,000 for his service as the Chairman of the Audit Committee. In addition, Mr. Burke, commensurate with the Company’s director
compensation policy, will receive a non-qualified stock option grant to purchase shares of the Company’s common stock with an equity value of $275,000 based upon, and at an exercise price equal to, the fair market value of the Company’s shares of
common stock on July 11, 2022, which will vest in three equal annual installments with the first vesting date occurring on July 11, 2023. Each calendar year, the day after election or re-lection at the annual meeting of shareholders, Mr. Burke
will receive an annual equity grant valued at $120,000 based upon, and at an exercise price equal to, the fair market value of the Company’s shares of common stock on the date of grant, which equity shall be issued as to one half of the value as
a non-qualified stock option grant and the remaining half of the value as restricted stock units, which options and restricted stock units will vest one year from the anniversary of the date of the grant. Such stock options are for a term of ten
years.
Mr. Burke is not a party to any arrangement or understanding with any person pursuant to which he was elected a Company
director; there are no family relationships between Mr. Burke and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer; and Mr. Burke is not a party to any transaction requiring
disclosure pursuant to Item 404(a) of Regulation S-K.