Independent
Tenure on this board
23.4 yrs
9 nominees · 3 ballot items.
Elect nine directors; approve, on an advisory basis, executive compensation (“Say on Pay”); and ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.
Elect nine nominees to the Board of Directors to serve until the next annual meeting or until their successors are qualified.
Non-binding, advisory approval of the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement.
Artivion’s advisory Say-on-Pay proposal requests non-binding shareholder approval of the compensation paid to its Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion. Management seeks this annual approval to gauge investor support for its pay programs and to demonstrate accountability; the Compensation Committee uses market benchmarking, performance metrics (constant currency revenue growth and constant currency adjusted EBITDA), and independent consultant advice to design a pay-for-performance mix heavy on long-term equity incentives (RSUs and PSUs) with performance-based annual cash bonuses. The board recommends a FOR vote, noting that in 2025 the incentive metrics were achieved at 118.7% payout, reflecting alignment between pay and company performance, and emphasizing retention, market-competitive positioning, and long-term value creation. Key governance context includes robust stock ownership guidelines, a clawback policy, and independent compensation committee oversight; risks include concentrated pay at the CEO level and reliance on adjusted non-GAAP measures for payouts. The vote is advisory and does not bind the company, but the board will consider shareholder feedback in future compensation decisions.
Ratify the Audit Committee’s preliminary approval of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.76% | 4,738,840 | $174M |
| 2 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 5.06% | 2,456,146 | $90M |
| 3 | FMR LLC | 5.04% | 2,447,959 | $90M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.02% | 1,952,008 | $71M |
| 5 | MORGAN STANLEY | 3.81% | 1,847,557 | $68M |
| 6 | STATE STREET CORP | 3.47% | 1,682,273 | $62M |
| 7 | PERCEPTIVE ADVISORS LLC | 3.37% | 1,637,290 | $60M |
| 8 | BlackRock, Inc. | 2.56% | 1,243,635 | $46M |
| 9 | Juniper Investment Company, LLC | 2.45% | 1,189,136 | $44M |
| 10 | Conestoga Capital Advisors, LLC | 2.42% | 1,175,410 | $43M |
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