Amy Wendell
AxogenAbout Amy Wendell
Independent director of Axogen, Inc. since September 2016; age 64 as of the 2025 proxy. Former Lead Independent Director (May 2018–August 2024). Holds an M.S. in biomedical engineering (University of Illinois) and a B.S. in mechanical engineering (Lawrence Technological University). Core credentials: medtech strategy/M&A leadership, audit/finance oversight, and governance experience across public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covidien plc (Tyco/Kendall predecessors) | Senior Vice President, Strategy & Business Development; earlier engineering/product roles | 1986–Jan 2015 | Led acquisitions, investments, divestitures, licensing; portfolio strategy |
| McKinsey & Company | Senior Advisor, Strategy & Corporate Finance; Transactions Advisory Board member | 2015–Oct 2018 | Helped define M&A trends and knowledge agenda |
| Perella Weinberg Partners | Senior Advisor, Healthcare Investment Banking | Jan 2016–Apr 2019 | Advised clients on M&A/divestitures; firm-level transactions support |
External Roles
| Company | Role | Status/Notes |
|---|---|---|
| Hologic, Inc. (NASDAQ: HOLX) | Director | Women’s health medtech focus |
| Baxter International, Inc. (NYSE: BAX) | Director | Global medical products |
| Solventum Corp. (NASDAQ: SOLV) | Director | 2024 healthcare spin-off of 3M |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2); serves on committees with heightened independence standards .
- Leadership: Served as Lead Independent Director (May 2018–Aug 2024); role discontinued after Board appointed an independent Chairman (Aug 2024) .
- Committee assignments (2024–2025): Audit Committee member and designated “audit committee financial expert”; Chair of Compensation Committee. Post-Meeting changes reduce committee sizes; Ms. Weiler assumes Governance chair (not applicable to Wendell) .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of board/committee meetings; all directors attended the 2024 Annual Meeting telephonically .
- Committee activity: Audit Committee held 4 meetings (plus 2 consents) in 2024; Compensation Committee held 6 meetings (plus 7 consents) in 2024 .
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Cash retainers | Board member: $12,500 per quarter; Audit Chair: $5,000/qtr; Audit member: $2,500/qtr; Compensation Chair: $3,750/qtr; Compensation member: $1,875/qtr; Governance Chair: $2,500/qtr; Governance member: $1,250/qtr; Quality Chair: $2,500/qtr; Quality member: $1,250/qtr |
| Individual 2024 director compensation | Cash fees: $109,008; Stock awards (RSUs): $75,000; Option awards: $74,999; Total: $259,007 |
| Director equity grant structure | 2024: $150,000 annual equity split 50% RSUs, 50% non-qualified options; both vest one year from grant. 2025: equity grant made in RSUs only (one-year vest) . |
Performance Compensation
Compensation Committee oversight of NEO performance pay (context for governance and pay-for-performance under Ms. Wendell as Chair).
| Metric | Minimum Threshold → Target → Maximum | Performance Achieved | Earned % of Target Bonus |
|---|---|---|---|
| Revenues | $174M (20%) → $180M (40%) → $198M (uncapped) | $187.3M; 17.8% YoY growth | 56.5% |
| Year-end cash | $30M (20%) → $34M (40%) → $42M (uncapped) | $39.5M | 67.0% |
| Protection category growth | $4.1M (5%) → $5.6M (10%) → $8.7M (uncapped) | $9.9M | 24.1% |
| Product & QMS audits | Observation-based scale: 0–20% payout | Maximum 20% | |
| BLA supplemental | Up to 20% | 0% | |
| Total NEO bonus payout | — | — | 167.6% of target |
Additional performance equity oversight:
- PSUs tied to 3-year TSR share price targets (0–200% payout; 2024 grants initially capped at 100% until shareholder approval of the plan amendment on June 5, 2024) .
- PSUs tied to BLA milestones for Avance Nerve Graft (submission milestone achieved Sept 2024; vesting mechanics by grant cohort) .
- Revenue PSUs 2022–2024 paid at 99.2% of target; interim 2023–2025 tranches achieved 97.9% (2023) and 113.6% (2024), final determination due early 2026 .
Other Directorships & Interlocks
- Public board service at Hologic, Baxter, and Solventum; no AXGN-disclosed related-party transactions involving Ms. Wendell or these entities .
- Compensation Committee Interlocks: AXGN disclosed no interlocks or insider participation across companies’ compensation committees .
Expertise & Qualifications
- Audit/finance: Audit Committee “financial expert” designation; risk oversight including cybersecurity, healthcare compliance, and internal controls .
- Strategy/M&A: Led Covidien’s global BD, portfolio management; advisory roles at McKinsey and Perella Weinberg (healthcare M&A) .
- Medtech domain: Extensive operating and governance experience across device and diagnostics, global markets .
Equity Ownership
| Ownership Measure | Value |
|---|---|
| Total beneficial ownership | 173,618 shares |
| Options/RSUs/PSUs exercisable/vesting within 60 days | 86,372 shares |
| Percent of outstanding | <1% |
| Pledged shares | None disclosed; beneficial ownership table notes shares not subject to pledge except as noted |
| Director ownership guidelines | Must hold ≥3× annual director retainer (excl. committee fees); compliance required within 5 years; all non-employee directors met guidelines as of 12/31/2024 |
| Anti-hedging/pledging | Prohibited for executives and directors |
Insider Trades (recent)
| Date | Transaction | Security | Amount/Price | Notes |
|---|---|---|---|---|
| 06/06/2024 | Annual director equity grant | RSUs | 10,653 units | Vests one year from grant date |
| 06/06/2024 | Annual director equity grant | Non-qualified stock options | 18,248 @ $7.04 exercise price | 10-year term; vests one year from grant date |
Compensation Committee Analysis
- Consultant independence: Aon engaged since 2016; Compensation Committee concluded no conflicts of interest in 2024 .
- 2024 peer group: 18 companies across health care equipment/supplies and biotech used to benchmark pay (e.g., Alphatec, Glaukos, iRhythm, Vericel, SI-BONE) .
- Program changes: CEO equity in 2024 was 100% performance-based (TSR and BLA approval). 2025 grants link leadership equity 50% to 3-year revenue CAGR and relative TSR with cliff vesting, reflecting shareholder feedback .
- Equity stewardship: Proposed increase of A&R 2019 Plan shares by 2.9M (to 13.4M), ≈6.36% of outstanding; plan features include no repricing, no evergreen, clawback, one-year minimum vesting, double-trigger vesting on change in control .
Governance Assessment
- Strengths: Independent director with deep medtech/M&A credentials; chairs Compensation Committee; designated audit committee financial expert; strong committee engagement (Audit 4 meetings; Compensation 6) . Ownership aligned via director stock ownership guidelines; anti-hedging/pledging policy in force .
- Shareholder responsiveness: 2024 say-on-pay support ~70% (ex-broker non-votes). Committee enhanced performance linkage (3-year revenue CAGR and relative TSR) and maintained pay-for-performance discipline (no changes to targets; 100% performance equity for CEO) .
- Potential watch items: Equity plan share increase (2.9M, ~6.36% of outstanding) and total shares authorized (~29.97% of common stock) may raise dilution concerns; monitor grant pacing and burn rate (3-year average 5.22%) . 2024 say-on-pay at 70% suggests continued investor scrutiny of pay practices and outcomes .
Director Compensation Details (2024)
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $109,008 |
| Stock awards (RSUs, ASC 718 FV) | $75,000 |
| Option awards (ASC 718 FV) | $74,999 |
| Total | $259,007 |
Related Party & Conflicts
- AXGN disclosed contributions to Global Nerve Foundation due to executive board memberships (EVP GC and Chief Innovation Officer); no transactions disclosed involving Ms. Wendell .
- Insider trading policy revised Dec 16, 2024; clawback policy adopted 2023 and compliant with SEC/Nasdaq rules .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ≈70% (ex-broker non-votes). Board conducted outreach to holders of ~67% of outstanding shares; implemented 2025 equity design linking half of grants to 3-year revenue CAGR and relative TSR with cliff vesting .
Stock Ownership Guidelines (Directors)
- Requirement: ≥3× annual retainer; compliance within 5 years; all non-employee directors met the guideline as of 12/31/2024 .
Employment & Contracts (Director)
- Directors compensated via retainers and annual equity grants; no employment contracts are applicable to non-employee directors. Equity grants vest after one year; 2025 directors receive RSUs only .
Governance, Nominating & Sustainability
- Board skills matrix shows Ms. Wendell’s strengths in finance/risk, QA/regulatory/compliance, global experience, innovation/technology, strategy/M&A, senior leadership and public board experience .
Quality of Oversight (Audit)
- Audit Committee reports engagement with Deloitte & Touche LLP; fees disclosed ($834,568 in 2024); oversight of internal control over financial reporting and cybersecurity; Ms. Wendell serves alongside Chair Burke and Mr. Levine .
Conclusion
Amy Wendell brings seasoned medtech strategy and governance leadership to AXGN, with strong committee roles (Compensation Chair; Audit member/financial expert), solid attendance, and ownership alignment under robust anti-hedging/pledging rules. Shareholder feedback appears to have influenced meaningful performance linkages in 2025 equity grants; monitor dilution from the proposed LTIP share increase and continued investor support for pay practices (given 2024’s ~70% say-on-pay) .