Marshall S. Stanton

About Marshall S. Stanton

Marshall S. Stanton, M.D., is Senior Vice President, Clinical Research and Chief Medical Officer at Artivion (AORT). He notified the company of his decision to retire effective March 31, 2026 and is expected to provide strategic advice and transition services for up to one year thereafter; the company thanked him for “nearly five years of dedicated and exemplary service” in the role . During his tenure, company performance metrics tied to executive pay included constant-currency revenue growth and adjusted EBITDA: Artivion delivered 9.4% constant-currency revenue growth and $71.3 million adjusted EBITDA in 2024, and noted the stock price increased nearly 60% in 2024; in 2023, constant-currency revenue growth was 13.1% and adjusted EBITDA was $53.8 million .

Past Roles

Organization	Role	Years	Strategic Impact
Artivion (AORT)	Senior Vice President, Clinical Research and Chief Medical Officer	“Nearly five years” of service (company acknowledgment)	Retirement announced for Mar 31, 2026; planned post-retirement strategic advisory/transition services up to one year

External Roles

Not disclosed in company proxy or 8-K filings for Dr. Stanton (no executive biography section naming external directorships).

Fixed Compensation

Multi-year compensation as disclosed (USD):

Metric	FY 2022	FY 2023	FY 2024
Base Salary ($)	$384,216	$395,742	$409,593
All Other Compensation ($)	$17,322	$18,051	$17,793
Total Compensation ($)	$1,609,031	$942,000	$1,293,613
Base Salary YoY change (%)	—	+3.0% vs 2022 (derived from disclosed salaries)	+3.5% vs 2023 (company-wide merit action)

Notes:

Artivion set 2024 base salary increases of 3.5%–4.0% for NEOs; Stanton’s 2024 base was $409,593 (+3.5% y/y) .
In 2024, Stanton’s target annual bonus opportunity was 50% of base salary (consistent with NEO targets) .

Performance Compensation

2024 Annual Cash Bonus Plan – design, targets, actuals, payout:

Metric	Weight	Threshold	Target	Actual	Payout vs Target	Notes
Revenue Growth (constant currency, 2024 vs 2023)	50%	5.0%	10.0%	9.4%	130% (Committee discretion after cyber incident)	Payouts adjusted to 130% due to incident impact; within guidance
Adjusted EBITDA	50%	$57.4m	$70.0m	$71.3m	130% (Committee discretion)	Payout capped overall at 200%

2024 Cash Bonus payout for Dr. Stanton:

Executive	Actual Payout ($)	Target Payout ($)	Company Performance Adjusted Payout (% of target)	Personal Modifier (%)	Total Payout (% of target)
Marshall S. Stanton	$266,235	$204,797	130%	0%	130%

2024 Annual Performance Stock Units (PSUs) – design and outcomes:

Metric	Weight	Threshold	Target	Actual	Payout vs Target	Vesting
Revenue Growth (constant currency, 2024 vs 2023)	50%	5.0%	10.0%	9.4%	130% (discretion)	1/3 on certification; 1/3 on 2nd anniversary; 1/3 on 3rd anniversary
Adjusted EBITDA	30%	$57.4m	$70.0m	$71.3m	130% (discretion)	Same as above
R&D Milestones (AMDS PMA modules Q3/Q4; Arcevo LSA IDE)	20%	≥1 milestone achieved (≥50% payout floor)	Both achieved (≥100%)	Achieved; Arcevo IDE filed Jan 2025 per FDA request; treated as achieved	130% (final)	Same as above

PSU shares awarded/earned (2024):

Executive	Target PSUs (#)	Earned PSUs (#)	Payout (% of target)
Marshall S. Stanton	14,800	19,240	130.0%

2023 Non-Equity Incentive and PSUs (context):

Stanton’s FY2023 non-equity incentive plan compensation was $395,742 (200% of target based on 13.1% constant-currency revenue growth) .
2023 annual PSUs paid at 148.6% of target (revenue and adjusted EBITDA), with vesting 50% upon certification (Feb 23, 2024), 25% at 2nd anniversary, 25% at 3rd .

Equity Ownership & Alignment

Ownership measure	Value
Beneficial ownership (shares)	153,815 shares (as of Mar 17, 2025); <1% of outstanding
Shares outstanding reference	42,689,303 (Mar 17, 2025)
Stock ownership guideline	Senior VP: 2x base salary; must retain ≥50% of net shares until compliant
Compliance status (Mar 17, 2025)	In compliance; owned shares 115,880 valued at $2,790,390 vs requirement $819,186
Hedging/pledging	Hedging and short sales prohibited per Insider Trading Policy; company notes no pledges in beneficial ownership table

Deferred compensation and vesting realized:

Deferred compensation: Executive contributions $296,807 in FY2024; aggregate balance $563,692 .
2024 vesting realized: Shares acquired on vesting 26,802 and value realized $531,696; no option exercises reported for Stanton in 2024 .

Employment Terms

Term	Stanton
Employment agreement	At-will; no individual employment agreement disclosed (only CEO has formal employment agreement)
Change-of-control (CoC) agreement	None; however, under 2020 Equity & Cash Incentive Plan (ECIP), all unvested RSU/PSU vest upon CoC; options’ exercisability accelerates
CoC accelerated values (scenario: Dec 31, 2024)	Accelerated options value $1,045,513; accelerated RSU/PSU value $1,847,915; total $2,893,428
Severance multiples	Not disclosed for Stanton; CoC severance multiples apply to certain other NEOs, not Stanton
Clawback policy	Company-wide clawback applies to incentive compensation upon certain restatements; no fault required
Insider trading policy	Prohibits hedging, short sales; equity grant timing governed by blackout policies

Equity Grants, Options, and Vesting Schedules

2024 Annual Equity Grant (awarded Feb 23, 2024; RSUs and PSUs equally weighted):

Type	Shares	Vesting Schedule
RSUs	14,800	1/3 on first anniversary of grant date; 1/3 on 2nd anniversary; 1/3 on 3rd anniversary
PSUs (target)	14,800	Earned shares vest 1/3 on first certification date (Mar 6, 2025 for FY2024 awards), 1/3 at 2nd anniversary, 1/3 at 3rd anniversary
PSUs (earned)	19,240 (130%)	Same as above

Outstanding equity awards (as of Dec 31, 2024):

Grant	Type	Shares Unvested/Outstanding	Exercise Price	Expiration	Vesting Terms
2/23/2022	RSU (service-based)	8,406	—	—	100% cliff vesting on 2/23/2025
2/23/2022	PSU (earned FY2022)	1,860	—	—	50%/25%/25% annually from certification; final vest 2/23/2025
11/8/2022	RSU (service-based)	19,447	—	—	100% cliff vesting on 11/8/2025
2/22/2023	PSU (earned FY2023)	5,322	—	—	50% vested 2/23/2024; 25% 2/22/2025; 25% 2/22/2026
2/23/2024	RSU (service-based)	14,800	—	—	1/3 2/23/2025; 1/3 2/23/2026; 1/3 2/23/2027
2/23/2024	PSU (earned FY2024)	19,240	—	—	1/3 Mar 6, 2025; 1/3 2/23/2026; 1/3 2/23/2027
2/23/2022	Stock Options	14,890 exercisable; 7,444 unexercisable	$18.44	2/23/2029	33 1/3% per year
11/8/2022	Stock Options	31,087 exercisable; 15,543 unexercisable	$11.03	11/8/2029	33 1/3% per year

Structural changes in equity mix:

In 2024, Artivion eliminated stock options from annual executive grants, using only RSUs and PSUs split 50/50 to align with market practices; Stanton’s 2024 target annual equity value was $600,000 .
Prior years included options; 2023 annual PSUs paid at 148.6% of target; option tranches continue vesting per schedules above .

Compensation Structure Analysis

Mix and risk: Stanton’s 2024 target pay mix was ~66% variable and ~49% long-term (company-level NEO mix; Stanton row shows % Fixed 33.7%, % Variable 66.3; short-term vs long-term 50.6% vs 49.4%) . Shift from options to RSUs/PSUs in 2024 reduces risk and strengthens performance alignment .
Target bonus: 50% of base salary; plan caps at 200%; personal performance modifier could adjust ±20%, but Stanton’s modifier was 0% in 2024 .
Discretionary adjustment: 2024 payouts raised to 130% after cyber incident impact (from 116% cash plan and 104% PSU plan based on actuals), balancing fairness and retention; stock rose ~60% in 2024 .

Say-on-Pay & Peer Benchmarking

Say-on-Pay support: 97% approval for 2023 compensation at May 14, 2024 meeting; average ~94% across four years .
Peer benchmarking (2024 targets): Stanton’s target total direct compensation $1,214,382 vs peer median $1,185,000; positioned within competitive range of 50th percentile .

Investment Implications

Alignment and overhang: Stanton is in compliance with stock ownership guidelines and prohibited from hedging/short sales; no pledging indicated, supporting alignment and reducing governance risk .
Near-term vesting and potential selling pressure: Significant FY2024 RSUs/PSUs vest in thirds through 2027; 2024 vesting realized of 26,802 shares suggests recurring supply, though individual sale decisions are unknown .
CoC acceleration exposure: In a change-of-control, Stanton’s equity would accelerate under the 2020 ECIP (illustrative total $2.89 million as of Dec 31, 2024), which can be dilutive but is standard in medtech; no separate cash severance multiples disclosed for him .
Execution signals: Company tied incentives to revenue growth, adjusted EBITDA, and key R&D filings (AMDS PMA modules and Arcevo IDE), with strong 2023–2024 performance; discretionary adjustments in 2024 reflect board confidence in management’s response to the cyber incident and aim to mitigate retention risk .