Lance A. Berry

About Lance A. Berry

Lance A. Berry (age 53) is Executive Vice President, Chief Financial Officer and Treasurer of Artivion, and since August 11, 2025 also serves as Chief Operating Officer; he was appointed CFO on December 4, 2023. He holds bachelor’s and master’s degrees in accounting from the University of Mississippi and is a CPA (inactive) . Artivion delivered 2024 constant-currency revenue growth of 9.4% and adjusted EBITDA of $71.3M (32% YoY), and its stock rose nearly 60% in 2024; 97% of votes supported Say-on-Pay in 2024 for 2023 compensation . Compensation design emphasizes pay-for-performance, with cash and PSU metrics tied to revenue growth, adjusted EBITDA, and R&D milestones .

Past Roles

Organization	Role	Years	Strategic impact
Wright Medical Group N.V.	EVP, Chief Financial & Operations Officer	2019–2020	Senior finance/ops leadership through sale of Wright to Stryker (Nov 2020)
Wright Medical Group N.V.	SVP, Chief Financial Officer	2009–2018	Led public medtech CFO function and scaling
Wright Medical Group N.V.	VP, Corporate Controller	2002–2009	Built core finance controls and reporting
Arthur Andersen	CPA (Audit)	1995–2002	Public company audit and accounting foundation

External Roles

Organization	Role	Years	Notes
Treace Medical Concepts, Inc. (TMCI)	Director (Audit Committee)	2022–present	Public company directorship; medtech domain

Fixed Compensation

Year/Action	Base salary ($)	Target bonus (% of salary)	Notes
2024 (CFO)	500,000	60%	Set by Compensation Committee; first full CFO year
Effective Aug 11, 2025 (CFO+COO)	540,000	70%	Adjustment concurrent with COO appointment

Performance Compensation

2024 Annual Cash Incentive (AIP) – Plan Design and Outcome

Metric	Weight	Threshold	Target	Stretch	Max	Actual 2024	Committee-adjusted payout
Constant-currency revenue growth (2024 vs 2023)	50%	5.0% (30%)	10.0% (100%)	12.0% (150%)	16.0% (200%)	9.4%	130%
Adjusted EBITDA	50%	$57.4M (30%)	$70.0M (100%)	$72.5M (150%)	$75.0M (200%)	$71.3M	130%
Notes						The Committee used discretion due to a November 2024 cyber incident; both metrics adjusted to 130% of target .

Executive	Target bonus ($)	Adjusted payout %	Actual payout ($)
Lance A. Berry (CFO, 2024)	300,000	130%	390,000

All figures and thresholds/targets as disclosed; actual results and adjustments per Compensation Discussion & Analysis .

2024 Annual Long-Term Incentive (Equity) – Grants and PSU Outcome

Grant type	Grant date	Units (target)	Fair value basis	Vesting
RSU	Feb 23, 2024	37,000	$20.27 close on grant date	1/3 each on 2/23/2025, 2/23/2026, 2/23/2027
PSU	Feb 23, 2024	37,000	$20.27 close on grant date	Earned on metrics; time-vests 1/3 on 3/6/2025 (post-certification), 1/3 on 2/23/2026, 1/3 on 2/23/2027

PSU metrics and outcome (annual 2024 cycle):

Metric	Weight	Threshold	Target	Max	Actual 2024	Adjusted payout
Constant-currency revenue growth	50%	5.0% (30%)	10.0% (100%)	16.0% (200%)	9.4%	130%
Adjusted EBITDA	30%	$57.4M (30%)	$70.0M (100%)	$75.0M (200%)	$71.3M	130%
R&D milestones (AMDS PMA module submissions; Arcevo LSA IDE)	20%	See note	100%	—	Achieved	130%
Combined	100%	—	—	—	—	130%

Executive	PSU target (shares)	Adjusted payout (%)	PSU earned (shares)
Lance A. Berry	37,000	130%	48,100

Notes: R&D milestones defined as two AMDS PMA modules (pre-clinical in Q3’24 and QMS/MFG in Q4’24) and Arcevo LSA IDE submission; the IDE filed first week of Jan 2025 at FDA request; Committee deemed achieved for 2024 metric .

One-time New-Hire Awards (Dec 6, 2023)

Grant type	Units	Exercise/Price	Vesting	Expiration
Stock options	93,633 (31,211 ex., 62,422 unex.)	$17.83	33 1/3% on 12/6 in 2024, 2025, 2026	12/6/2030
RSU (new-hire)	42,064	—	100% cliff on 12/6/2026	—

Equity Ownership & Alignment

Item (as of the stated dates)	Detail
Owned shares (guideline measurement as of Mar 17, 2025)	153,431 shares; value $3,694,618 at $24.08 close; counts include spouse shares, unvested RS, and earned PSUs not yet vested .
Stock ownership guideline	Executive VPs/SVPs: 2x base salary; Berry requirement $1,000,000; status: in compliance as of Mar 17, 2025 .
Hedging/derivative prohibition	Insider Trading Policy prohibits hedging/derivative transactions, short sales, and “short against the box” .
Pledging	Proxy discloses no pledging for directors; no pledging prohibition is specified in the Insider Trading Policy; no pledging disclosed for Berry in cited sections .
Options outstanding (12/31/2024)	31,211 exercisable; 62,422 unexercisable at $17.83; in-the-money at 12/31/2024 year-end close $28.59 .
Unvested/evolving equity (12/31/2024)	RSU 37,000 (2024 annual); RSU 42,064 (new-hire); PSU earned 48,100 (subject to time-vesting); option 62,422 unexercisable .

Upcoming vesting that can create selling pressure:

1/3 of 2024 RSUs and PSUs vested on March 6, 2025 (PSUs after certification) and 2/23/2025 (RSUs), with remaining tranches on 2/23/2026 and 2/23/2027 .
New-hire RSUs cliff vest 12/6/2026; stock options continue to vest annually on 12/6 through 2026 .

Employment Terms

Topic	Terms
Employment status	At-will; no employment agreement for Berry .
Change-of-control (CoC) agreement	Double-trigger: severance payable if terminated without cause or resigns for good reason from 6 months before to 2 years after a CoC; agreement auto-renews annually unless notice .
CoC severance economics	1.5x (base salary + annual bonus) lump sum; plus up to 18 months of company-paid medical coverage .
CoC definitions	Change in ownership/effective control or asset sale thresholds (e.g., >50% voting power; >30% stock; Board turnover; >40% asset sale) .
Good reason (summary)	Material diminution in role, duties, reporting, or compensation; certain relocations; isolated inadvertent actions curable within 30 days do not qualify .
Non-compete / non-solicit	Non-solicit customers/employees and non-compete for one year post-termination; breach requires repayment, and company may withhold severance .
AIP upon non-CoC separation	Table illustrates company-performance component of AIP earned as of year-end; no guaranteed severance outside CoC .

Illustrative CoC payout table (per proxy assumptions, as of 12/31/2024):

Component	Amount
Cash severance (1.5x base + prior/undetermined bonus)	$750,000
Medical (18 months estimated)	$42,625
Equity acceleration (options, RS/PSUs at target)	Options: $1,007,491; RS/PSU: $3,318,270
Total (illustrative)	$5,118,386
All per CoC table and footnotes (assumes equity valued at $28.59 12/31/2024 close and PSUs at target) .

Compensation Structure Analysis

Mix and alignment:
- 2024 CFO target TDC $2,299,980 vs peer median $2,200,000; designed around market median with substantial at-risk pay; variable pay 78.3% of TDC; long-term 65.2% of TDC .
- 2024 equity shifted to 50/50 RSU/PSU (no options) to better align with peers and reduce risk; PSU metrics are financial (revenue, EBITDA) plus R&D milestones; caps at 200% .
Discretion and governance:
- Committee adjusted 2024 AIP and PSU payouts to 130% (vs 116%/104% on actuals) due to a cyber incident deemed outside management control and strong response; Say-on-Pay support remains high (97%) .
Peer group and positioning:
- 2023 peer group medians: revenue $359.2M; market cap ~$785M (June 2023); Artivion 2024 revenue $388.5M; supports benchmarking relevance .

Vesting Schedules and Potential Selling Pressure (Berry)

Instrument	Units	Vest dates
RSU (annual 2024)	37,000	2/23/2025; 2/23/2026; 2/23/2027
PSU earned (annual 2024)	48,100	3/6/2025; 2/23/2026; 2/23/2027
RSU (new-hire 2023)	42,064	12/6/2026 (cliff)
Options (new-hire 2023)	31,211 ex.; 62,422 unex.	12/6/2024; 12/6/2025; 12/6/2026 (33 1/3% each)

The in-the-money status of the 12/6/2023 options at 12/31/2024 close ($28.59 vs $17.83 strike) suggests potential exercise activity as tranches vest; company policy prohibits hedging/derivatives which reduces misalignment risk .

Additional Data Points

Item	Detail
2024 stock awards (grant date fair value)	$1,499,980 (split RSU/PSU equally) .
2024 AIP payout (cash)	$390,000 at 130% of target .
2024 “All Other Compensation”	$184,053, including $131,740 relocation assistance .
Clawback policy	Applies to current/former officers for three prior fiscal years for accounting restatements (broad scope; no-fault) .
Say-on-Pay frequency	Annual; >96% support at 2023 meeting on frequency .

Investment Implications

Pay-for-performance and retention: Berry’s 2024 compensation is predominantly at-risk via annual cash (tied to revenue and EBITDA) and PSUs (revenue, EBITDA, R&D milestones). The sizable multi-year vesting schedule (2025–2027) and stock ownership guideline compliance indicate strong alignment and retention incentives, while new COO responsibilities in 2025 increase fixed and variable targets in line with scope .
Near-term flow dynamics: Multiple vesting events (Mar/Feb tranches annually; 2026 RSU cliff) may create mechanical selling pressure if shares are sold to cover taxes; options are meaningfully in-the-money based on 12/31/2024 close, which could drive exercises upon vesting .
Change-of-control economics: Double-trigger 1.5x cash severance plus 18 months medical is moderate for a CFO; full equity acceleration under plan terms would be material in a transaction scenario (aggregate illustrative ~$5.1M on 12/31/2024 assumptions) .
Governance read-through: The Committee’s 2024 discretion to 130% amid the cyber incident is a watch item but was constrained below pro forma payouts and occurs in a context of strong Say-on-Pay support (97%), detailed metric disclosure, and a formal clawback policy—tempering governance risk .