J. Patrick Mackin

About J. Patrick Mackin

J. Patrick Mackin is Chairman, President, and Chief Executive Officer of Artivion (AORT). He has served as CEO since September 2014, Director since October 2014, and Chairman since April 2015; age 58 as of the 2025 proxy. He holds an MBA from Northwestern University’s Kellogg School and is a graduate of the U.S. Military Academy at West Point. In 2024, Artivion delivered 9.4% constant-currency revenue growth and 32% adjusted EBITDA growth, and its stock price increased nearly 60%, with incentive payouts adjusted to 130% of target due to a cyber incident impact and execution against R&D milestones .

Past Roles

Organization	Role	Years	Strategic Impact
Medtronic	President, Cardiac Rhythm Disease Management (CRDM); previously VP Vascular, Western Europe and VP/GM Endovascular BU	CRDM Aug 2007–Aug 2014; at Medtronic since 2002	Led Medtronic’s then-largest operating division; senior roles across vascular and endovascular businesses
Genzyme	SVP & GM, Cardiovascular Surgery BU; Director of Sales, Surgical Products	~6 years prior to 2002	Senior general management and commercial leadership in cardiovascular surgery
Deknatel/Snowden-Pencer	Various roles	~4 years prior to Genzyme	Surgical products leadership roles
U.S. Army	First Lieutenant	~3 years	Foundational leadership experience

External Roles

Organization	Role	Years
Opsens, Inc.	Director	2016–December 2023 (company sold)
Wright Medical Group N.V.	Director	July 2018–November 2020 (acquired by Stryker)

Fixed Compensation

Year	Base Salary ($)	Target Bonus % of Salary	Actual Cash Bonus Paid ($)
2022	749,632	Not disclosed	835,090
2023	775,869	100% (maintained for 2024)	1,551,738
2024	806,904	100%	1,048,975

Notes:

Committee kept CEO target bonus at 100% of salary for 2024 and used full-year constant-currency revenue and adjusted EBITDA metrics .
2024 bonus payout set at 130% of target after discretionary adjustment for cyber incident impact and achievement of R&D milestones .

Performance Compensation

Annual Cash Bonus Plan (2024)

Metric	Weight	Target	Actual	Payout vs Target	Vesting
Constant-currency Revenue Growth (2024 vs 2023)	50%	10.0%	9.4%	130% (discretionary adjustment)	Cash, paid early 2025
Adjusted EBITDA (2024)	50%	$70.0M	$71.3M	130% (discretionary adjustment)	Cash, paid early 2025

Cyber incident reduced revenue by $4.6M and adjusted EBITDA by $2.6M (pro forma would have been 148% payout); Committee approved 130% payout to reflect execution and value creation .

Annual Performance Stock Units (PSUs, 2024 grant; performance year 2024)

Metric	Weight	Target	Actual	Adjusted Payout vs Target	PSU Earned (CEO)	Vesting Schedule
Constant-currency Revenue Growth	50%	10.0%	9.4%	130% (adjusted)	—	1/3 on Mar 6, 2025; 1/3 on Feb 23, 2026; 1/3 on Feb 23, 2027
Adjusted EBITDA	30%	$70.0M	$71.3M	130% (adjusted)	—	1/3 on Mar 6, 2025; 1/3 on Feb 23, 2026; 1/3 on Feb 23, 2027
R&D Milestones (AMDS PMA modules; Arcevo LSA IDE)	20%	2 PMA modules + IDE submission in Q4 2024	Achieved (IDE submitted Jan 2025 per FDA request)	130% (adjusted)	CEO earned 115,701 shares vs 89,001 target	1/3 on Mar 6, 2025; 1/3 on Feb 23, 2026; 1/3 on Feb 23, 2027

Long-Term Equity Grants (2024 awards)

Instrument	Grant Date	CEO Units	Vesting
RSUs	Feb 23, 2024	89,001	1/3 each year on first, second, and third anniversaries
PSUs (target)	Feb 23, 2024	89,001	Earned shares vest 1/3 each year per schedule above

Committee eliminated options in 2024 annual LTIP, shifting entirely to RSUs and PSUs to align with market practice and pay-for-performance design .

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	1,328,648 shares; 3.1% of shares outstanding as of Mar 17, 2025
Components	Includes 555,160 options exercisable or becoming exercisable within 60 days; includes 274,812 unvested restricted shares; excludes 91,795 earned PSUs not vested within 60 days
Shares Pledged	None of the shares noted are subject to pledge or similar arrangement
CEO Stock Ownership Guideline	4x base salary; retention of 50% of net shares until compliant
Compliance Status	CEO owned 865,283 qualifying shares valued at $20,836,015 (as of Mar 17, 2025, price $24.08), exceeding 4x salary requirement; all NEOs in compliance
Insider Trading & Hedging	Hedging, derivatives, and short sales prohibited under Insider Trading Policy

Selected equity overhang/vesting runway for potential supply:

2024 RSUs: 89,001 vesting over 2025–2027 .
2024 PSUs: 115,701 earned, vesting over 2025–2027 .
Legacy options remain outstanding with expirations into 2029; multiple tranches shown in proxy (e.g., 186,956 options at $11.03 expiring 11/8/2029; 84,364 at $18.44 expiring 2/23/2029) .

Employment Terms

Provision	Key Terms
Agreement	Initial 3-year term from Sept 3, 2014; extends daily from second anniversary; includes LTI participation and specified new-hire grants
New-hire grants	$200,000 signing bonus; 400,000 stock options; 250,000 performance shares; performance satisfied by Dec 31, 2015
Severance (no CoC)	If terminated without cause or resigns for good reason: 1.5x (base + annual bonus) payable over 18 months plus continued medical coverage
Change-of-Control (double trigger)	If terminated without cause or resigns for good reason from 6 months before to 2 years after a CoC: 2.5x (base + annual bonus) lump sum
Restrictive covenants	Non-compete, non-solicit, confidentiality; clawback of severance if covenants breached
Clawback	Standalone policy requiring recovery of excess incentive compensation for both material restatements and “little r” restatements (no fault required)

Board Governance

Roles: CEO is also Chairman; Board cites benefits to coordination and communication; Lead Independent Director (Jeffrey Burbank) presides over executive sessions, sets agendas and schedules, and serves as liaison to independent directors .
Independence: All committee members are independent under NYSE standards; CEO is not a member of standing committees .
Committees and chairs (2024): Audit (Ackerman, Chair), Compensation (Bevevino, Chair), Corporate Governance (Burbank, Chair), Innovation & Healthcare Compliance (Borgstrom, Chair) .
Board activity: 12 meetings in 2024; all directors attended at least 75% of Board and committee meetings; eight directors attended the 2024 annual meeting .
Director compensation: CEO received no director compensation; non-employee director equity and cash retainer details provided in proxy .

Director Compensation (Mackin as Director)

No additional compensation for board service; all compensation shown in the executive Summary Compensation Table .

Multi-Year Executive Compensation (Summary)

Year	Salary ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive ($)	All Other ($)	Total ($)
2022	749,632	3,419,012	2,168,245	835,090	44,361	7,216,340
2023	775,869	801,938	—	1,551,738	46,868	3,176,413
2024	806,904	3,608,101	—	1,048,975	47,960	5,511,940

Design changes and context:

Shift in 2024 from options to RSUs/PSUs only (aligned to peer practice; equal split) .
2024 PSU payout adjusted to 130% of target; CEO earned 115,701 PSUs from 89,001 target .
Strong say-on-pay support: 97% votes in favor in 2024; average 94% over past four years; annual frequency supported by >96% in 2023 .

Compensation Structure Analysis

Mix: 2024 CEO target TDC $5.22M, 84.5% variable, 69.1% long-term (equity-heavy) .
Metrics alignment: Cash bonus and PSU plans both keyed to constant-currency revenue and adjusted EBITDA; PSUs include an R&D milestone (AMDS PMA modules and Arcevo LSA IDE submission) to drive medium-term value creation .
Discretion: Committee applied downward discretion vs pro forma to 130% payout to balance uncontrollable cyber event impacts with execution quality and shareholder value creation .
Peer benchmarking: 2023 peer set median revenue $359.2M; CEO TDC targeted around median with room to reach 75th percentile via superior performance .

Say-on-Pay & Shareholder Feedback

2024 say-on-pay approval: 97% of votes cast in favor .
Frequency: Annual say-on-pay frequency supported by >96% in 2023 .
Committee uses Willis Towers Watson as independent consultant and reviews program annually .

Risk Indicators & Red Flags

Hedging/derivatives/short sales prohibited; reduces misalignment risk .
Clawback covers both “material” and “little r” restatements; no fault required .
Change-of-control economics are double-trigger; CEO multiple at 2.5x base+bonus (potentially above some mid-cap medtech norms) .
Related-party: One disclosed transaction in 2024 involving spouse of a then-executive; none involving Mackin .
Pledging: None of Mackin’s shares pledged .
Committee risk oversight includes explicit review that comp practices do not incent excessive risk-taking .

Equity Vesting & Potential Insider Selling Pressure

Upcoming Events	Detail
RSU vesting	2024 RSUs: 1/3 in 2025, 1/3 in 2026, 1/3 in 2027
PSU vesting (earned)	2024 PSUs: 1/3 on Mar 6, 2025; 1/3 on Feb 23, 2026; 1/3 on Feb 23, 2027
Legacy options	Multiple option tranches expiring through 2029 (e.g., 186,956 options @ $11.03 expiring 11/8/2029; 84,364 @ $18.44 expiring 2/23/2029)

Note: Insider transactions and Form 4 activity are not disclosed in the proxy; consider monitoring Section 16 filings for incremental selling pressure signals.

Board Service History and Dual-Role Implications

Mackin serves as Chairman and CEO; Board argues benefits to coordination; independence safeguarded via Lead Director (Burbank), independent committee chairs, and committee-only decision rights on comp/audit matters .
Committees: CEO not a member of Audit, Compensation, Corporate Governance, or Innovation & Healthcare Compliance committees .
Independence determinations: All non-employee directors deemed independent under NYSE standards; committee members meet additional audit/comp independence requirements .

Investment Implications

Alignment: High variable and long-term equity mix (RSUs/PSUs) with rigorous financial and R&D metrics, strong ownership guidelines compliance, no pledging, and hedging prohibitions suggest strong alignment with shareholders .
Retention and value creation: Double-trigger CoC at 2.5x base+bonus and three-year vesting on RSUs/PSUs improve retention but elevate potential CoC costs; 2024 execution and discretionary adjustments indicate engaged committee oversight balancing uncontrollable events and pay-for-performance .
Trading signals: Watch PSU/RSU vesting calendars in 2025–2027 and legacy option expiries through 2029 for potential liquidity events; strong 2024 say-on-pay support reduces governance overhang .
Governance checks: CEO+Chairman dual role mitigated by Lead Director and independent committees; continued strong meeting attendance and committee cadence support oversight quality .