Marc Began
AxogenAbout Marc Began
Executive Vice President, General Counsel and Chief Compliance Officer at Axogen (AXGN) since March 2023; 25+ years of life sciences legal leadership, including Abiomed (EVP, GC & Secretary) through its sale to Johnson & Johnson. Age 58; J.D., Albany Law School; B.S. Mechanical Engineering, Rensselaer Polytechnic Institute . During his tenure, Axogen delivered 2024 revenue of $187.3M (+17.8% YoY) and filed the Avance BLA (PDUFA date Sept 5, 2025), with TSR improving ~125% from Aug 7, 2024 to Apr 1, 2025 (context for pay metrics focused on growth, BLA milestones, and TSR) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abiomed (acquired by JNJ Dec 2022) | EVP, General Counsel & Secretary | 2018–2022 | Led legal, compliance and business development; oversaw acquisitions of new companies/products |
| Boehringer Ingelheim | VP, Legal and Intellectual Property | 2017–2018 | Responsible for device, pharma, biologics legal/IP issues |
| Novo Nordisk | Various legal roles (increasing responsibility) | ~2002–2017 | Broad in-house counsel leadership across regulatory/IP/commercial matters |
| Sullivan & Cromwell LLP | Associate | Pre-2002 | Corporate, IP, litigation; public/private company matters |
| White & Case LLP | Associate | Pre-2002 | Corporate/transactions and regulatory |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Nerve Foundation (GNF) | Board Member | 2024–present | Charitable foundation focused on peripheral nerve injury; Axogen entered a Qualified Founding Partner Agreement and contributed $100,000 in 2024 |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 423,919 | 2024 base set at +3.4% vs 2023; reflects EVP/GC scope |
| Target Bonus % | 60% | Company-wide 2024 earned at 167.6% of target |
| Target Bonus ($) | 254,351 | Base-for-bonus $423,919 |
| Actual Bonus Paid ($) | 426,293 | Paid March 2025 after Committee approval |
| All Other Compensation ($) | 23,370 (401k match $13,800; life insurance $9,570) | Standard benefits; no excessive perquisites |
| Total Reported Comp ($) | 1,847,574 | Includes stock awards below |
Performance Compensation
2024 Annual Cash Incentive Metrics (Company-level)
| Metric | Threshold | Target | Maximum | Performance Achieved | Earned % of Target Bonus |
|---|---|---|---|---|---|
| Revenues | $174M (9.4% growth) | $180M (13.2% growth) | $198M | $187.3M (17.8% growth) | 56.5% |
| Year-end cash balance | $30M | $34M | $42M | $39.5M | 67.0% |
| Protection category revenue growth | $4.1M | $5.6M | $8.7M | $9.9M | 24.1% |
| Product & Quality Systems Mgmt | — | 10% target | 20% max | Earned maximum based on audit outcomes | 20.0% |
| BLA supplemental | — | — | 20% | 0% | 0% |
| Total Earned | 50% | 100% | 200% | — | 167.6% |
2024 Equity Awards (Marc Began)
| Award Type | Grant Date | Target Shares | Payout Range | Performance/Service Period | Grant-Date Fair Value ($) | Vesting/Notes |
|---|---|---|---|---|---|---|
| TSR PSUs | 2/22/2024 | 68,600 | 0–200% (initially capped at 100% until 6/5/2024) | Feb 22, 2024–Feb 22, 2027 | 508,326 | Vests per share-price hurdles; payout based on 30-day avg price; post plan approval, up to 200% |
| BLA PSUs | 2/22/2024 | 25,000 | 0–100% | Through Dec 31, 2025 | 255,750 | Milestones tied to Avance BLA; 10% vested Feb 2025 upon submission milestone determination |
| TSR PSUs (over-100% tranche) | 6/5/2024 | 68,600 | 100–200% | Same TSR window extension | 209,916 | Represents >100% payout tranche contingent on plan share approval on 6/5/2024 |
2023 Inducement Equity (Marc Began)
| Award Type | Grant Date | Quantity/Terms | Vesting | Exercise/Expiry |
|---|---|---|---|---|
| RSUs | 3/16/2023 | 30,000 units outstanding at 12/31/24 | 50% at 24 months; 25% at 36 and 48 months (i.e., 3/16/2025; 3/16/2026; 3/16/2027) | — |
| Stock Options | 3/1/2023 | 90,000 unexercisable at 12/31/24; strike $8.16 | 50% at 24 months; then 12.5% each six months (i.e., first vest 3/1/2025) | Expires 3/01/2033 |
Governance and pay context: Compensation Committee engaged Aon as independent adviser; 2024 equity mix emphasized performance (TSR and BLA PSUs) with no 2024 time-based equity for most NEOs; 2025 equity shifts to 3-year revenue CAGR and relative TSR PSUs. 2024 say-on-pay support ~70% reflecting active investor feedback loop .
Equity Ownership & Alignment
- Beneficial ownership: 63,285 shares directly/indirectly; plus 45,000 underlying options/RSUs/PSUs exercisable/vesting within 60 days of Apr 1, 2025; <1% of shares outstanding .
- Outstanding awards (12/31/24, selected for Began):
| Award | Quantity | Value Basis |
|---|---|---|
| Options unexercisable (3/1/2023 @ $8.16) | 90,000 | Expire 3/01/2033 |
| RSUs unvested (3/1/2023) | 45,000; $741,600 payout value at $16.48 | |
| PSUs (TSR) unearned (2/22/2024) | 68,600; $1,130,528 payout value at target $16.48 | |
| PSUs (BLA) unearned (2/22/2024) | 25,000; $412,000 payout value at target $16.48 | |
| PSUs (TSR) over-100% tranche (6/5/2024) | 68,600; payout value TBD (over-100% component) |
- Stock ownership guidelines: Executives must hold 1x base salary (value includes unvested RSUs); all executives met as of 12/31/24 except the 2024-hired CEO; thus Began meets guidelines .
- Hedging/pledging: Prohibited for all executives; beneficially owned shares are not subject to pledge .
- Near-term vesting/selling pressure:
- 50% of 2013 RSUs (30,000 grant) and 50% of 2013 options (90,000 grant) scheduled to vest on/after 3/2025, increasing potential saleable float and in-the-money option exercisability (strike $8.16 vs $16.48 year-end) .
- BLA PSUs granted in 2/2024 had 10% of target vest in Feb 2025 upon submission milestone determination; additional vesting tied to December 2025 milestone(s) .
Employment Terms
- Status and agreements: At-will employment; agreement effective Feb 27, 2023, amended Feb 27, 2024 .
- Severance (no change-in-control): 15 months base salary (lump sum), 125% of target bonus, and up to 15 months COBRA premiums .
- Change-in-control (double-trigger for cash; equity largely double-trigger except PSUs): If terminated without substantial cause (or for good reason) upon/within 365 days post-CoC (or 90 days prior), receives 24 months salary, 200% of target bonus, and 24 months COBRA premiums; certain awards have double-trigger vesting; PSUs fully vest upon CoC per award terms .
- 2024 potential payments (illustrative values at $16.48 on 12/31/24) for Began:
| Scenario | Severance ($) | Benefits ($) | Options ($) | RSUs ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualified Termination prior to CoC | 866,752 | 35,071 | — | — | — | 901,823 |
| Qualified Termination after CoC | 1,386,803 | 56,113 | 748,800 | 741,600 | 3,167,456 | 6,100,772 |
| CoC (no termination) | — | — | — | — | 3,167,456 | 3,167,456 |
- Clawback policy: Adopted 2023; recoupment on restatements per SEC/Nasdaq rules .
- Insider trading policy: Revised Dec 16, 2024 .
- Qualified retirement provision: Post-March 2022 equity for VPs+ allows continued vesting upon qualifying retirement; Began is included .
- Good reason/substantial cause definitions specified; no excise tax gross-ups .
Investment Implications
- Pay-for-performance alignment: 2024 NEO bonuses paid at 167.6% of target on strong revenue and cash performance; Began’s equity is heavily performance-based (TSR and BLA PSUs), aligning with TSR and regulatory milestones .
- Near-term supply/overhang: Significant 3/2025 vesting (50% RSUs and 50% options) and BLA PSU milestone vesting in early 2025 could create modest selling pressure; options are deep in the money vs year-end price ($16.48 vs $8.16 strike) .
- Retention and CoC economics: Double-trigger cash of 2x salary + 2x target bonus plus equity acceleration yields ~$6.1M at 12/31/24 levels, reducing flight risk but increasing M&A deal leverage; PSUs fully vest on CoC even without termination, a potential dilution/takeover cost consideration .
- Ownership alignment and governance: Meets executive ownership guidelines; no hedging/pledging; clawback in place; related-party oversight robust; small related-party contribution to GNF ($100k) disclosed and governed by Audit Committee policy .
- Shareholder sentiment: 2024 say-on-pay support of ~70% indicates constructive but watchful investor base; 2025 program further ties equity to 3-year revenue CAGR and relative TSR, addressing feedback .