Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2022, the Board of Directors (the "Board") of Artivion, Inc., a
Delaware corporation (the "Company"), authorized the award of equity grants to
the Company's executive officers pursuant to the standard terms of the Company's
2020 Equity and Cash Incentive Plan, with a grant date of November 8, 2022 and a
total grant date fair market value of $6,600,000 (the "Equity Award").
Under the Equity Award, the Company's named executive officers received the
following grants of restricted stock units ("RSUs") and options with an exercise
price equal to $11.03: Mr. J. Patrick Mackin 116,954 RSUs and 280,435 options;
Mr. D. Ashley Lee 36,718 RSUs and 88,043 options; Mrs. Jean F. Holloway 22,439
RSUs and 53,804 options; Mr. John E. Davis 22,303 RSUs and 53,478 options; and
Mr. Marshall S. Stanton 19,447 RSUs and 46,630 options.
In light of the current economic environment, and the fact that the executive
officers' prior grants have lost much of their retentive value, the Compensation
Committee (and in the case of Mr. Mackin, the entire Board) accelerated a
portion of the 2023 annual equity award to enhance retention of the executive
officers at an important time for the Company in terms of execution on its
strategy. During the first quarter of 2023, the Compensation Committee and the
Board currently intend to complete the 2023 annual equity award for executive
officers with a grant that is expected to include performance-contingent share
units, depending on the facts and circumstances existing at such time.
Item 9.01(d) Exhibits
(d)Exhibits.
Exhibit Number Description
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101).
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