Not independent
Tenure on this board
3.4 yrs
Also a director at
Anika Therapeutics Inc (ANIK)Tela Bio Inc (TELA)
7 nominees · 3 ballot items.
Elect seven directors nominated by the Board; non-binding advisory approval of executive compensation (say-on-pay); and ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect seven directors named in the proxy statement (Joseph H. Capper, James L. Bierman, William A. Hawkins, III, K. Todd Newton, Tiffany Olson, Dorothy Puhy, and Martin P. Sutter) to serve until the 2027 annual meeting or until their successors are elected and qualified.
A non-binding advisory (“say-on-pay”) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables, and accompanying narrative).
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to MiMedx’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and all compensation tables and narrative. Management is seeking this advisory approval to confirm shareholder support for its compensation philosophy and practices—principally a pay-for-performance framework that blends time-vested RSUs, performance stock units (PSUs) tied to multi-year revenue and TSR modifiers, and stock options—intended to align executive incentives with long-term shareholder value. The Compensation Committee emphasizes that a significant portion of 2025 NEO awards are performance-based (50% PSUs in 2025) and that annual incentives are tied to net sales, adjusted EBITDA and commercial/R&D/operational goals, reflecting an attempt to balance near-term execution with long-term growth. Contextually, management highlights that 2025 results and incentive outcomes were affected by evolving Medicare reimbursement policies for skin substitutes and related commercial actions (e.g., acquisitions and product launches) taken to compete in a changing market; the Committee exercised discretion in 2025 to moderate payouts despite metric attainment. The Board frames the advisory vote as an important governance touchpoint and commits to consider the outcome and shareholder feedback when setting future compensation. The proxy discloses robust governance features — independent compensation committee, independent consultant, clawback policy, stock ownership guidelines, and restrictions on hedging/pledging — which management cites to support its recommendation. A vote FOR signals shareholder endorsement of the design and implementation of the Company’s compensation program; a vote AGAINST would signal investor dissatisfaction and likely prompt further shareholder outreach and potential adjustments by the Compensation Committee. Given the non-binding nature of the vote, the Board intends to weigh the result alongside other inputs (e.g., peer benchmarking and investor engagement) when making future compensation decisions.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Essex Woodlands Management, Inc. | 18.9% | 28,195,249 | $111M |
| 2 | Trigran Investments, Inc. | 4.8% | 7,175,109 | $28M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 5,166,006 | $20M |
| 4 | STATE STREET CORP | 3.4% | 5,056,801 | $20M |
| 5 | BlackRock, Inc. | 3.2% | 4,723,110 | $19M |
| 6 | BlackRock, Inc. | 2.9% | 4,250,773 | $17M |
| 7 | Nantahala Capital Management, LLC | 2.3% | 3,397,299 | $13M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 2.0% | 3,019,871 | $12M |
| 9 | First Light Asset Management, LLC | 1.9% | 2,842,892 | $11M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.7% | 2,496,888 | $10M |
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