Axogen Inc

Burkecover

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

AXOGEN, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

cover letter

Dear Shareholder:

You are cordially invited to attend our 2024 Annual Meeting of Shareholders (the “Meeting”) of Axogen, Inc. (the “Company” or “Axogen”), which will be conducted via live audio webcast on Wednesday, June 5, 2024 beginning at 8:00 a.m. Eastern Time. The virtual format provides the opportunity for full and equal participation of all shareholders regardless of location. You can attend the Meeting via the Internet at www.virtualshareholdermeeting.com/axogen2024 by using the 16-digit control number that appears on your proxy card (printed in the box and marked by the arrow) or in the instructions that accompanied your proxy materials.

This booklet contains your official notice of the Meeting and a Proxy Statement that includes information about the matters to be acted upon at the Meeting. The notice of the Meeting and the Proxy Statement are first being distributed on or about April 24, 2024.

I sincerely hope that you will be able to attend the Meeting. Whether or not you plan to attend, your vote is important, and we urge you to complete and return the enclosed proxy in the accompanying envelope.

2024 Annual Meeting of Shareholders

Notice of 2024 Annual Meeting of Shareholders

You are cordially invited to attend our 2024 Annual Meeting of Shareholders (the “Meeting”) of Axogen, Inc. (the “Company”, “Axogen”, “we” or “our”) which will be held on Wednesday, June 5, 2024 at 8:00 a.m. Eastern Time. Shareholders may join a live audio webcast at www.virtualshareholdermeeting.com/axogen2024. At the Meeting, Shareholders will act on the following matters:

1. To elect nine members to our board of directors (the “Board of Directors”) to hold office for the ensuing year and until their successors are elected and qualified;

2. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024;

3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement;

4. To approve the Axogen, Inc. Third Amended and Restated 2019 Long-Term Incentive Plan (the "A&R 2019 Plan") to increase the number of shares authorized for issuance thereunder from 8,000,000 to 10,500,000; and;

5. To consider and act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof.

Only holders of record of our common stock at the close of business on April 19, 2024, will be entitled to receive notice of and to vote at the Meeting. Our shareholders are not entitled to any appraisal or dissenters’ rights with respect to the matters to be acted upon at the Meeting.

You may vote your shares by telephone (1-800-690-6903) or internet (www.proxyvote.com) no later than 11:59 p.m. Eastern Time on Tuesday June 4, 2024 (as directed on the enclosed proxy card) or vote by completing, signing and promptly returning the enclosed proxy card by mail. If you choose to submit your proxy by mail, we have enclosed an envelope for your use, which is prepaid if mailed in the United States. You may also attend the Meeting, submit questions and vote online until voting is closed at www.virtualshareholdermeeting.com/axogen2024.

Your vote is important. Whether or not you plan to attend the Meeting, we urge you to complete and return the enclosed proxy in the accompanying envelope, vote online, or vote by telephone.

LETTER FROM OUR COMPENSATION COMMITTEE CHAIRMAN

Dear Fellow Shareholders:

I am writing to you to update you on important activities of the Compensation Committee and to seek your support for two important voting items at our upcoming annual meeting:

•Our advisory vote on executive compensation (say on pay), and

•Our proposed third amendment and restatement of the Axogen, Inc. 2019 Long-Term Incentive Plan (the "A&R 2019 Plan").

2023 and the early part of 2024 has been a time of much change at Axogen including the decision of our CEO to retire by January 4, 2025, the departure of our CFO and the retirement of other executives. Although financial and strategic performance improved, for example we grew revenue in 2023 by 14.7% compared with 2022 and made significant progress toward readying our Biologic License Application (“BLA”) for Avance® Nerve Graft, our stock price performance lagged. During our transition in leadership, and as we focus efforts to increase commercial performance, it is especially important to assure stability and retention of key employees by providing appropriate equity-based compensation that provides value only if we are successful. From a Compensation Committee perspective, we undertook significant efforts to align further the compensation of our executives and certain critical employees with the interests of our shareholders by using performance-based equity tied to improving long-term stock price performance and meeting near-term strategic regulatory objectives. For us to continue our efforts to maintain an exceptional team and bring in the talent necessary for future success it is important we have the compensation tools necessary that a positive vote will provide.

As you consider your vote on this important proposal, please take into consideration that:

•The Company has announced significant leadership changes in the last six-month period. In addition to the announcement of the CEO’s retirement and the departure of our former CFO in December 2023, the long tenured vice president of operations and the Chief R&D officer both retired in March 2024. During this period, it is important to minimize unwanted attrition among the Company’s senior leadership.

•To help ensure retention and stability of other key leaders during this leadership transition period, we enhanced severance and other benefits for key roles.

•The Company also focused retention efforts below the executive level, by providing equity and cash awards to employees who are critical to near-term strategic initiates, such as the filing of the BLA.

•Other than with respect to promotions, all equity granted to our executive officers in 2024, through April was entirely performance based, with the bulk of it tied to long term share price appreciation and a smaller percentage tied to key near-term regulatory objectives related to the BLA.

•Our equity awards in 2024 were reduced from prior years and were more performance focused.

The last 12 months have been eventful and marked by positive events. During this time, we were very pleased to have received strong support from our shareholders for our say-on-pay vote at our 2023 annual meeting. Even with strong support we continued our engagement activities with shareholders and the Compensation Committee continued to examine how we can best align our key compensation decisions and our incentive pay design to company performance. A key element of this philosophy is our ability to provide competitive equity grants to our leadership team and our critical employees.

Regarding equity compensation, we were disappointed that our shareholders did not approve an amendment to our A&R 2019 Plan, increasing the number of shares reserved under the A&R 2019 Plan by a modest amount, at the last annual meeting. Without these additional shares, we have been forced to limit equity participation in our 2024 annual grants and deliver less competitive value, which are important levers we use to retain key talent. Given this serious constraint, we are again asking our shareholders to approve a modest increase in the maximum number of shares that may be issued under the A&R 2019 Plan by 2.5 million shares, as more fully set forth in Proposal 4 in this proxy statement. Without these additional shares available for 2024, we would likely need to further limit equity grants or increase the cash component of employee compensation to remain competitive in retaining and attracting top talent. Further, our ability to build a stable and incentivized leadership team becomes challenging without the benefits of sufficient equity that is both linked to the Company's performance and vests over multiple years. The proposed increase to the shares available under the 2019 Plan is of vital importance to our ability to continue to build long-term value for our shareholders.

Going forward, as we did in early 2024, we plan to be even more targeted and focused on the use of performance-based equity to drive results and I will work together with the Compensation Committee of our Board of Directors to that end.

Thank you for your consideration and anticipated support.

Respectfully,

Paul Thomas, Chair of the Compensation Committee