Marna P. Borgstrom
About Marna P. Borgstrom
Independent director of Artivion since June 2018; age 71 as of the 2025 proxy. Former President, CEO, and board member of Yale New Haven Health System (2005–March 2022); B.A. Stanford University and M.P.H. Yale University. The Board determined she is independent under NYSE Listing Standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale New Haven Health System | President, CEO, and board member | 2005–Mar-2022 | Led integration and growth; over last decade revenue +126%, beds +26%, employees +60%; evolved COVID care pathways with mortality less than 50% of national average. |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Marion Parke (Minneapolis, MN) | Director | Private company | Current board service. |
| Fair Haven Community Health Care Foundation (New Haven, CT) | Director | Non-profit | Current board service. |
Board Governance
- Committee assignments and chair roles:
- Innovation & Healthcare Compliance Committee – Chair (non-employee, independent).
- Corporate Governance Committee – Member (independent).
- Independence status: Board’s 2025 annual review found Ms. Borgstrom independent under NYSE 303A.02.
- Board and committee activity/attendance:
- 2024 meetings held: Board (12), Audit (6), Compensation (8), Corporate Governance (5), Innovation & Healthcare Compliance (4); joint meetings: Compensation+Governance (2), Audit+Innovation & Healthcare Compliance (1).
- Attendance standard: Each director attended at least 75% of Board and committee meetings on which they served in 2024.
- 2025 shareholder support (election): For 34,617,765; Withheld 316,595; Broker non-votes 3,418,675.
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Cash retainers | 70,000 | Comprised of Board annual retainer $55,000; Innovation & Healthcare Compliance Committee Chair retainer $10,000; Corporate Governance Committee membership retainer $5,000. |
| Equity grant (time-vested restricted stock) | 149,993 | 6,289 shares granted May 30, 2024; grant-date price $23.85/share; vests May 30, 2025. |
| Total | 219,993 | Sum of cash and equity reported for 2024. |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Plan/Terms |
|---|---|---|---|---|---|
| Restricted Stock (Non-Employee Director annual grant) | May 30, 2024 | 6,289 | 149,993 | Time-based vesting on May 30, 2025 | Granted under 2020 Equity and Cash Incentive Plan (ECIP); no repricing without shareholder approval; in a Change in Control, all stock awards vest. |
Note: Non-employee directors receive time-based restricted stock; no performance metrics apply to director equity grants as disclosed.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed in AORT’s 2025 proxy biography for Ms. Borgstrom; proxy lists private and non-profit boards only. |
| Compensation Committee interlocks | Company disclosed no executive officer interlocks; no additional interlocks identified for directors beyond standard service. |
Expertise & Qualifications
- Large-scale healthcare operator: CEO experience running a multi-hospital integrated health system; recognized within the healthcare industry.
- Regulatory, quality, and healthcare compliance oversight: Chairs Artivion’s Innovation & Healthcare Compliance Committee with remit over R&D, clinical, regulatory, quality, healthcare law compliance, and joint ERM oversight with Audit.
- Governance and succession: Member of Corporate Governance Committee overseeing board evaluations, CEO evaluation/comp, succession, and governance policies.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 42,763 shares as of Mar 17, 2025; <1% of outstanding; includes 6,289 unvested restricted shares from May 30, 2024 grant. |
| Shares pledged as collateral | None of the director shareholdings shown are subject to a pledge or similar arrangement. |
| Shares outstanding (record date) | 42,689,303 shares as of Mar 17, 2025 (for percentage context). |
| Director stock ownership guideline | 5x annual Board retainer for non-employee directors; all non-employee directors currently satisfy this standard. |
Governance Assessment
- Positive signals:
- Independent director with deep healthcare operations and compliance expertise; chairs a key risk/compliance committee aligned to Artivion’s regulatory profile.
- High shareholder support in 2025 director election (34.62M For vs 0.32M Withheld).
- Solid engagement: Board met 12x; committees active; all directors met ≥75% attendance threshold in 2024.
- Ownership alignment: Time-based restricted stock; director ownership guideline of 5x retainer met by all non-employee directors; no pledging.
- Hedging and short sales prohibited under Insider Trading Policy.
- Potential risks/RED FLAGS:
- None identified specific to Ms. Borgstrom: no related-party transactions disclosed involving her; no pledge of shares; no attendance shortfall disclosed.
- Context: 2025 say-on-pay passed (33.81M For vs 0.96M Against), indicating broader investor support for governance and pay programs.