Jean F. Holloway

About Jean F. Holloway

Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary of Artivion (AORT). Appointed SVP role in January 2016; previously VP, General Counsel and Secretary starting April 2015; added Chief Compliance Officer in October 2015 . Education: JD/MBA, University of Chicago; undergraduate degrees in engineering and political science, Yale University . As of 2022 filing, age 65; service as executive since 2015 . Recent pay-for-performance linkage: 2024 Annual Cash Bonus Plan paid at 130% of target based on 9.4% constant-currency revenue growth vs 10% target and $71.3M adjusted EBITDA vs $70.0M target; 2024 annual PSUs also certified at 130% of target; vesting over three years . Company performance context: Revenues increased FY22→FY24; EBITDA expanded over the same period (see Performance & Track Record) .

Past Roles

Organization	Role	Years	Strategic Impact
C. R. Bard	Vice President, General Counsel and Secretary	Prior to 2015	Senior legal leadership at major medtech supplier; depth in industry regulatory/commercial matters
Medtronic, Inc.	Deputy General Counsel	Prior to 2015	Large-cap device leadership experience; exposure to complex global operations
Boston Scientific, Inc.	Vice President, Litigation	Prior to 2015	Led significant litigation portfolio; risk management expertise
Guidant Corporation	Deputy General Counsel	Prior to 2015	Cardiovascular device focus; M&A/regulatory exposure
Dorsey & Whitney; Faegre & Benson; Sidley & Austin	Trial lawyer (private practice)	~15 years prior to in-house roles	Complex litigation; appellate clerkship experience (7th Cir.)

External Roles

No current public-company board directorships listed in executive bio disclosures .

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Base Salary ($)	$397,337	$411,245	$425,639
Target Bonus ($)	—	—	$212,820 (target)
Actual Annual Cash Bonus (Non-Equity Incentive) ($)	$221,317	$411,245	$276,665
All Other Compensation ($)	$18,070	$18,940	$18,120

Notes:

2024 base salary reflected a 3.5% merit increase vs 2023 .
2024 Cash Bonus Plan payout certified at 130% of target; no personal-performance modifier applied .

Performance Compensation

2024 Annual Cash Bonus Plan Design and Results

Performance Metric	Weight	Threshold	Target	Maximum	Actual Result	Payout as % of Target
Constant-currency Revenue Growth (2024 vs 2023)	50%	5.0% (30%)	10.0% (100%)	16.0% (200%)	9.4% growth	130%
Adjusted EBITDA ($)	50%	$57.4M (30%)	$70.0M (100%)	$75.0M (200%)	$71.3M	130%
Total Payout	—	—	—	200% cap	—	130% overall; Holloway actual $276,665 vs $212,820 target

2024 Annual Equity (RSUs and PSUs)

Award	Grant Date	Target/Granted Units	Performance/Design	Certification & Payout	Vesting
RSUs	Feb 23, 2024	19,610 RSUs	Time-based	—	1/3 each on 2/23/2025, 2/23/2026, 2/23/2027
PSUs (Annual)	Feb 23, 2024	19,610 target PSUs	50% cc revenue, 30% adj. EBITDA, 20% R&D milestone	Payout certified at 130% (25,493 shares)	1/3 on 3/6/2025, 1/3 on 2/23/2026, 1/3 on 2/23/2027 (continued service)

2024 Grants of Plan-Based Awards (excerpts)

Item	Threshold	Target	Maximum
2024 Cash Bonus (Holloway)	$63,846	$212,820	$425,640
2024 PSUs (Holloway)	6,667	19,610	39,220

Equity Ownership & Alignment

Stock ownership guidelines: Senior Vice Presidents must hold stock equal to 2x base salary, with 50% net retention of shares until compliant; qualifying shares include vested RSUs/PSUs; unexercised options excluded . Anti-hedging policy prohibits derivatives, hedges, short sales; policy publicly posted and filed with FY2024 10-K .

Compliance snapshot (as of March 17, 2025): Holloway owned 197,184 shares valued at $4,748,191, exceeding 2x salary ($851,278 required) .
Historical note: As of September 21, 2021, to the company’s knowledge, none of the shares in the beneficial ownership table were subject to a pledge; Holloway beneficially owned 137,257 shares at that time .

Outstanding equity (as of Dec 31, 2024)

Category	Detail
Stock options (exercisable/unexercisable)	19,092 @ $21.55 exp 3/12/2025; 12,787 @ $29.62 exp 3/5/2026; 16,975 @ $26.24 exp 2/19/2027; 19,247 @ $24.90 exp 2/17/2028; 15,530/7,765 @ $18.44 exp 2/23/2029; 35,870/17,934 @ $11.03 exp 11/8/2029
Unvested time-based RSUs	8,767; 1,939; 22,439; 6,418 (various prior-year tranches; see proxy)
Earned-but-unvested PSUs	19,610 (2024 RSU reference); 25,493 (2024 PSUs at 130%); additional prior-year earned units shown in table totals
2024 equity vesting events	1/3 of 2024 PSUs vested 3/6/2025; RSUs vest annually 1/3 starting 2/23/2025

2024 option exercises and share vesting

Action (2024)	Amount
Options exercised	21,229 shares; value realized $36,089
Shares vested (RSU/PSU)	32,975 shares; value realized $641,527

Employment Terms

Employment status: At-will; no individual employment agreement for Holloway .
Change-of-control (CoC) agreement: Double-trigger; severance if terminated without cause or resigns for good reason in window from six months before to two years after a CoC; severance equals 1.5x (base salary + annual cash bonus) plus continued healthcare coverage (term per plan) .
CoC potential payout illustration (assuming Dec 31, 2024 event): Cash compensation reference $276,665; accelerated options value $1,386,672; medical benefits $25,167; accelerated vesting of restricted stock and PSUs $2,252,407; total $4,919,572 for qualifying CoC termination scenario .
Clawback: Standalone policy requiring recovery of excess incentive pay (cash or equity) for three fiscal years prior to material restatement or certain error-correcting restatements; no fault required .

Potential payments table (summary excerpt for Holloway, as of Dec 31, 2024)

Scenario	Cash ($)	Accel. Options ($)	Medical ($)	Accel. RS/PSUs ($)	Total ($)
CoC without termination	—	1,386,672	—	2,252,407	3,639,079
Certain termination events following/preceding CoC	1,255,326	1,386,672	25,167	2,252,407	4,919,572

Performance & Track Record

Metric	FY 2022	FY 2023	FY 2024
Revenues ($)	313,789,000	354,004,000	388,537,000
EBITDA ($)	19,732,000*	38,142,000*	52,158,000*

*Values retrieved from S&P Global.

Compensation-performance alignment highlights

2024 STIP and 2024 annual PSU payouts both certified at 130% of target based on company performance (cc revenue growth and adjusted EBITDA above targets after committee adjustments) .
2024 LTI mix split equally between RSUs and PSUs (no new options in 2024 annual program), increasing certainty of value and emphasizing retention and measured performance .

Compensation Committee Analysis

2025 Compensation Committee members: Daniel J. Bevevino (Chair), James W. Bullock, Anthony B. Semedo .
Base salary increases for 2024: Holloway +3.5% vs 2023, informed by Willis Towers Watson study and internal/external benchmarks .
Target total direct compensation positioning for Holloway in 2024: $1,433,448 vs peer median $1,460,000 (within competitive range of median) .

Additional Compensation & Benefits

Deferred Compensation Plan: Holloway 2024 aggregate earnings $107,715; aggregate balance at Dec 31, 2024 of $1,485,531; no 2024 contributions reported for Holloway .
Perquisites: Program restricts perqs; “All Other Compensation” typically includes 401(k) match/true-up, disability premiums, club memberships. Holloway 2024 AOC: $18,120 .

Investment Implications

Pay-for-performance and retention: 2024 cash and equity incentives paid at 130% on revenue/EBITDA metrics, signaling solid execution; three-year vesting schedules (with first PSU tranche vesting post-certification) create ongoing retention hooks and predictable supply from scheduled vesting, a moderate overhang to monitor for selling pressure around vest dates (Mar 2025/Feb 2026/Feb 2027) .
Alignment and skin-in-the-game: Holloway exceeds stock ownership guidelines (197,184 shares; $4.75M value vs $0.85M required), indicating high equity alignment; anti-hedging policy reduces misalignment risk .
CoC economics: Double-trigger with 1.5x salary+bonus (plus healthcare) is moderate relative to market; full acceleration of equity under CoC produces sizable value, which could be a factor in executive incentives during strategic processes .
Equity structure shift: 2024 LTI moved to 50/50 PSUs/RSUs, away from options, lowering risk for the executive and increasing realizable value certainty; watch for how this impacts future equity sell-downs and retention as stock price changes .
Performance momentum: Revenues grew FY22→FY24; EBITDA rose over the same period, which supported above-target incentive outcomes; sustained execution should continue to tie compensation to shareholder value creation, but any miss versus cc revenue/EBITDA targets may quickly reduce payouts given the symmetrical design (EBITDA values retrieved from S&P Global).