Axogen Inc

The key elements of our executive compensation packages are base salary, annual cash incentives, and long-term equity-based awards. Our Compensation Committee believes that a combination of these elements offers the best approach to achieving our compensation goals, including attracting and retaining talented executives and motivating our executives and other officers to expend maximum effort to achieve our strategic business goals, including the creation of long-term, sustainable growth of shareholder value.

The Company’s CEO is involved in the design and implementation of our executive compensation and is typically present at Compensation Committee meetings, except that the CEO is not present during any voting or deliberations on her compensation. In 2023, the CEO reviewed the analysis and recommendations of Aon with the Compensation Committee and made recommendations regarding proposed salary, equity awards and bonus for our officers (other than herself). The Compensation Committee exercises its discretion in accepting, rejecting and/or modifying any such executive compensation recommendations and approves all compensation and equity awards.

The following describes each component of our executive compensation program, the rationale for each component and how compensation amounts, and awards were determined for 2023 compensation.

Base Salaries

Base salary represents the fixed portion of our executive officers’ compensation, which we view as an important element to attract, retain and motivate highly talented executives by rewarding the individual value that each executive officer brings to us through experience and past and expected future contributions to our success.

The Compensation Committee annually reviews the base salaries of our executive team with input from our CEO, CFO and HR (other than with respect to their own base salary). In addition to this input, for each executive officer the Compensation Committee considers:

•The individual’s role and responsibilities;

•Individual contribution and performance of the past year;

•Overall experience and expertise;

•Prior base salary;

•Corporate performance; and

•Salaries for similar positions within our industry.

Base salaries were adjusted as follows for our named executive officers in 2023:

(1)Mr. Naor joined the Company on December 4, 2023 as Chief Financial Officer.

(2)Mr. Mariani departed from his position as Executive Vice President and Chief Financial Officer on December 4, 2023, and departed from the Company as an employee on December 22, 2023.