Axogen Inc

Role of Compensation Committee

Our Compensation Committee is responsible for, among other things, overseeing our executive compensation philosophy and our executive compensation program, determining and approving the compensation for our executive officers, negotiating executive employment contracts, and helping to establish appropriate compensation for directors and other key employees. Our Compensation Committee regularly reports to our Board of Directors on its deliberations, but is ultimately responsible for compensation decisions, as described in the Compensation Committee’s Charter.

Our Compensation Committee reviews, on at least an annual basis, our executive compensation program, including our incentive compensation plans, to determine whether they are appropriate, properly coordinated, and achieve their intended purposes, and recommends to our Board of Directors any modifications or new plans or programs. It also reviews the compensation of our executive officers and makes decisions about the various components that comprise their compensation packages.

Role of Consultants

Since May 2016, our Compensation Committee has engaged Aon to provide the Compensation Committee with a thorough analysis of our executive compensation, focusing on all compensation components. In 2024, Aon assisted the Compensation Committee with, among other things:

•Executive and director market pay analysis;

•Reviewing and modifying the compensation peer group;

•Development of 2024 executive and director pay programs; and

•Reviewing our Compensation, Discussion & Analysis disclosure.

The Compensation Committee annually evaluates the independent compensation consultant’s independence and performance under the applicable SEC and Nasdaq listing standards. The Compensation Committee believes that working with an independent compensation consultant furthers the Company’s objectives to recruit and retain qualified executives, align their interests with those of shareholders and ensure that their compensation packages will appropriately motivate and reward ongoing achievement of business goals. The Compensation Committee conducted a specific review of its relationship with Aon in 2024 and determined that Aon’s work for the Compensation Committee did not raise any conflicts of interest.

Role of Management

The Company’s CEO, CFO, Vice President of Human Resources ("HR") and GC are involved in the design and implementation of our executive compensation and are typically present at Compensation Committee meetings, except that the CEO, CFO, HR and GC are not present during any voting or deliberations on their salary and equity compensation. In 2024, the CEO, CFO, HR and GC reviewed the analysis and recommendations of Aon with the Compensation Committee and made recommendations regarding proposed salary, equity awards and bonus amounts for our officers (other than themselves). The Compensation Committee exercises its discretion in accepting, rejecting and/or modifying any such executive compensation recommendations and approves all compensation and equity awards.

Use of Competitive Data

To assess the competitiveness of our executive compensation program and compensation levels, our

Compensation Committee, with the assistance of Aon, examines the competitive compensation data for senior

executives of our peer companies.

The Compensation Committee uses the peer group to reference recent market data and understand the

marketplace. However, the Compensation Committee also recognizes the importance of flexibility and considers

other factors as well, such as individual performance, experience, internal equity, history and scope of responsibility,

current market conditions and the specific needs of the business at critical points in time.

Consideration of Compensation Risk

Our pay-for-performance philosophy and compensation governance practices provide an appropriate framework to our executives to achieve our strategic goals without encouraging them to take excessive risks in their business decisions.

On an annual basis, the Compensation Committee conducts a thorough risk assessment of the Company’s compensation programs and practices to analyze whether they encourage employees to take excessive or inappropriate risks. To help with this assessment, Aon provides a detailed review of the Company’s compensation program and associated risks. The assessment focuses on the following areas of the Company’s practices and policies:

•Total direct compensation and benchmarking (level of pay and approach to setting pay)

•Annual incentive plan risk

•Equity plan risk

•Change-in-control policies

•Investor risk and other policies

After completing this review, the Compensation Committee concluded the Company’s compensation programs are, on balance, consistent with market practice and do not present excessive or inappropriate risks to the Company.