Joseph Tyndall

About Joseph Tyndall

Joseph Tyndall, MD, is an independent director of Axogen, Inc. and has served on the Board since December 2022. He is Executive Vice President for Health Affairs and Dean at Morehouse School of Medicine (since July 1, 2021), with prior leadership at University of Florida including interim dean of the College of Medicine (Aug 2018–Jan 2021) and chair of Emergency Medicine (2008–2021). Dr. Tyndall holds an MD from the University of Maryland, an MS in health services management and health policy from Columbia University, and a BS in chemistry from The George Washington University; he is an elected member of Alpha Omega Alpha and the Gold Humanism Honor Society and an editor of Rosen’s Emergency Medicine (10th ed.). Age: 56; Axogen director since 2022 .

Past Roles

External Roles

Board Governance

• Independence: Axogen determined Dr. Tyndall is independent under Nasdaq Rule 5605; he is not an employee .
• Committee assignments (2024–2025): Member, Governance, Nominating and Sustainability Committee; Member, Quality, Compliance and Portfolio Management Committee. Neither role is as chair; the Governance chair transitions to Ms. Weiler post-Meeting .
• Attendance: Board met six times in 2024 and each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting telephonically .
• Board leadership and executive sessions: Independent Chairman (Paul Thomas). Chairman chairs Board meetings and sessions with independent directors and ensures adequate time for discussion and resources to the Board .
• Risk oversight: His committee roles focus on governance/sustainability and oversight of FDA/regulatory compliance, product quality/safety, and innovation portfolio management—central to Axogen’s risk profile .

Fixed Compensation

• Cash retainers (policy): Non-employee directors receive quarterly cash retainers: Board member $12,500/quarter; committee member fees per quarter—Audit ($2,500 member; $5,000 chair), Compensation ($1,875 member; $3,750 chair), Governance ($1,250 member; $2,500 chair), Quality/Compliance ($1,250 member; $2,500 chair) .
• Actual 2024 cash paid to Dr. Tyndall: $56,997 .

Notes: Policy rates above; Dr. Tyndall’s actual cash reflects quarterly prepayments and committee service; Axogen reimburses director travel expenses .

Performance Compensation

• Equity structure (directors): In 2024, reelected non-employee directors received $150,000 in equity split evenly between non-qualified stock options and RSUs, vesting one year from grant; beginning in 2025, the annual director grant is $150,000 in RSUs only, vesting one year from grant. The non-employee Chairman receives an additional $50,000 RSUs annually .
• 2024 grants and expense recognized (Dr. Tyndall): Stock awards $75,000; option awards $74,999 (ASC 718 grant-date fair value) .

No director PSUs or performance metric-based equity awards disclosed for non-employee directors; director equity vests time-based over one year .

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Dr. Tyndall .
• Private/non-profit/academic boards: Grady Health System; SAEM Foundation; prior boards at UF Health entities and Florida College of Emergency Physicians .
• Interlocks: No disclosed shared public company board seats or transactions indicating interlocks with Axogen competitors, suppliers, or customers .

Expertise & Qualifications

• Clinical/physician leadership; health policy and governance; payer/provider insight; QA/regulatory/compliance; senior leadership. The Board matrix identifies Dr. Tyndall’s competencies across clinician/physician, digital patient activation, payer/provider, public policy/government relations, QA/regulatory/compliance, and senior leadership experience .
• Academic and research credentials in emergency medicine, with national/international publications and focus on acute brain injury; degrees and honors as listed above .

Equity Ownership

• Beneficial ownership (as of April 1, 2025): 63,645 shares; options/RSUs/PSUs currently exercisable or vesting within 60 days: 49,216; ownership percentage: <1% .
• Director Stock Ownership Guidelines: Non-employee directors must hold equity equal to 3× annual retainer (excluding committee fees) within five years of guideline adoption or appointment; all non-employee directors were compliant as of Dec 31, 2024 .
• Hedging/pledging: Prohibited for directors and officers under Axogen policies .

Governance Assessment

• Independence and committee fit: Independent director serving on Governance and Quality/Compliance committees aligned with his healthcare system and regulatory experience—positive for board effectiveness and risk oversight .
• Attendance and engagement: Board- and committee-level attendance cleared the 75% threshold; all directors attended the annual meeting—no attendance red flags disclosed .
• Compensation alignment: Director equity is time-based with one-year vesting; 2025 shift to RSUs only improves simplicity and reduces option-related risk; director ownership guidelines at 3× retainer and compliance reinforces alignment .
• Potential conflicts/related-party exposure: No related person transactions disclosed involving Dr. Tyndall; related-party contributions disclosed involve Global Nerve Foundation board participation by Axogen’s GC and CIO, not Tyndall .
• RED FLAGS: A single late Section 16(a) filing for Dr. Tyndall’s purchase of 2,525 shares, reported on Form 5 due to administrative oversight—minor compliance issue but noted for record .

Director Compensation (Detail)

Policy notes:

• Quarterly cash retainers by role (Board member and committee fees) as outlined above; 2025 policy maintains cash rates; equity moves to RSUs-only vesting after one year .

Committee Assignments

Committee meeting cadence (2024):

• Governance, Nominating & Sustainability: four meetings .
• Quality, Compliance & Portfolio Management: four meetings .

Say‑on‑Pay & Shareholder Feedback (Context)

• 2024 say‑on‑pay approval ~70% (excluding broker non‑votes). Compensation Committee engaged with holders representing ~17% of shares and implemented 2025 changes (50% PSUs tied to 3‑yr revenue CAGR and relative TSR for executives). While executive pay is separate from director pay, the engagement reflects governance responsiveness .

Overall, Dr. Tyndall presents strong governance credentials with relevant committee placements and compliance to ownership guidelines; no related-party conflicts were disclosed. The single late Section 16 filing is a minor administrative flag but not indicative of broader risk. Equity design for directors is conservative and time-based, with 2025 policy changes simplifying grants to RSUs-only—supportive of investor alignment .