Michael Dale
AxogenAbout Michael Dale
Michael Dale is Axogen’s CEO, President, and Director since August 9, 2024; age 65; B.S. from California Polytechnic State University; 35+ years in medtech leadership across cardiovascular, neuromodulation, diabetes, and electrophysiology markets . Under his tenure and board leadership, Axogen delivered 2024 revenue of $187.3M (+17.8% YoY) and a share price increase from $7.92 (Aug 7, 2024) to $17.81 (Apr 1, 2025), ~125% TSR; Q3 2025 revenue was $60.1M (+23.5% YoY) with adjusted EBITDA of $9.2M . Dale’s 2024 compensation was set to be performance-centric (100% PSUs) aligned to TSR and BLA approval milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abbott Structural Heart | Executive leadership (title not disclosed) | Not disclosed | High-tech med device growth and transformation |
| GI Dynamics | Executive leadership (title not disclosed) | Not disclosed | Diabetes device strategy and operations |
| Helical Solutions | Executive leadership (title not disclosed) | Not disclosed | Medical technology execution |
| ATS Medical | Executive leadership (title not disclosed) | Not disclosed | Cardiovascular device scaling |
| Endocardial Solutions | Executive leadership (title not disclosed) | Not disclosed | Electrophysiology innovation |
| Cyberonics | Executive leadership (title not disclosed) | Not disclosed | Neuromodulation commercial leadership |
| St. Jude Medical | Executive leadership (title not disclosed) | Not disclosed | Multisegment medtech roadmaps |
| American Edwards Laboratories | Executive leadership (title not disclosed) | Not disclosed | Cardiovascular portfolio management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Preceptis Medical | Director/Advisor (board service) | Not disclosed | Pediatric surgical device oversight |
| Enpath Medical | Director/Advisor (board service) | Not disclosed | Interventional component governance |
| Rhythmia Medical | Director/Advisor (board service) | Not disclosed | EP mapping commercialization |
| Neuronetics, Inc. | Director (public company) | Not disclosed | Neurostimulation governance |
| NeoChord | Director/Advisor (board service) | Not disclosed | Structural heart innovation |
| AdvaMed | Board/Industry leadership | Not disclosed | Policy and industry advocacy |
| St. Mary’s University Council of Regents (Graduate & Professional Programs) | Regent | Not disclosed | Academic governance |
| Univ. of Minnesota Carlson School – Medical Industry Leadership Institute | Advisory | Not disclosed | Medtech leadership education |
| Purdue University Weldon School of Biomedical Engineering | Advisory Board | Current | Biomedical engineering advisory |
| Cal Poly Center for Innovation & Entrepreneurship | Student Mentor | Current | Entrepreneurship mentorship |
Fixed Compensation
| Year | Base Salary (Rate) | Base Salary (Paid) | Target Bonus % | Actual Bonus Paid |
|---|---|---|---|---|
| 2024 | $765,000 CEO-level rate | $303,163 (partial year) | 100% of base | $509,493 |
Performance Compensation
2024 Annual Cash Incentive
| Metric | Minimum Threshold | Target Threshold | Maximum Threshold | Performance Achieved | Earned % of Target Bonus | Vesting/Payout Timing |
|---|---|---|---|---|---|---|
| Revenues | $174M; 9.4% growth | $180M; 13.2% growth | $198M (uncapped metric) | $187.3M; 17.8% growth | 56.5% | Paid March 2025 post committee approval |
| Year-end cash balance | $30M | $34M | $42M (uncapped metric) | $39.5M | 67.0% | Paid March 2025 |
| Protection category revenue growth | $4.1M | $5.6M | $8.7M (uncapped metric) | $9.9M | 24.1% | Paid March 2025 |
| Product & Quality Systems Management goal | 0–20% range | 10% target | 20% max | 20.0% | 20.0% | Paid March 2025 |
| BLA supplemental goal | — | — | 20% | Net payout 0% | 0% | Paid March 2025 |
| Total | 50% cap if min rev/cash not met | 100% | 200% cap overall | — | 167.6% total payout | Paid March 2025 |
Equity Awards (PSUs)
| Award Type | Target Shares | Payout Range | Performance Period | Metric | Vesting |
|---|---|---|---|---|---|
| TSR PSUs | 450,000 | 0–200% | Feb 22, 2024–Feb 22, 2027 | 30-day average share price targets | Vests at end of period after committee determination |
| BLA PSUs | 150,000 | 0–100% | Through Dec 31, 2025 | FDA BLA approval milestones | Service minimum ≥1 year; no vesting on submission milestone for Dale |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Outstanding unearned PSUs (12/31/2024) | TSR PSUs 450,000; BLA PSUs 150,000 |
| Time-based RSUs/options | None granted to Dale in 2024 |
| Initial Form 3 (upon appointment) | Reported no beneficial ownership as of Aug 9, 2024 |
| Stock ownership guidelines | CEO must hold 3x base salary; unvested RSUs count; compliance expected within 5 years of joining |
| Hedging/pledging | Prohibited for executives and directors |
Employment Terms
| Term | Provision |
|---|---|
| Employment start date | August 9, 2024; appointed CEO, President, and Director |
| Employment status | At-will |
| Non‑CoC termination | 15 months base salary lump sum + 125% of target bonus + COBRA premiums for 15 months (or until comparable coverage) |
| CoC termination (within 365 days after or 90 days before CoC, or for good reason post‑CoC) | 24 months base salary lump sum + 200% of target bonus + COBRA premiums for 24 months; for Dale, accelerated vesting of time‑based equity awards only |
| Clawback policy | Adopted Sep 26, 2023; incentive recovery upon financial restatement per SEC/Nasdaq rules |
| Tax gross‑ups | None provided under 280G/4999/409A in 2024 |
| Related party transactions | None involving Dale requiring Item 404(a) disclosure |
Board Governance
| Item | Detail |
|---|---|
| Board roles | Director; CEO and President |
| Independence | Not independent (executive officer) |
| Chairman | Paul Thomas (independent), appointed Aug 2024; Lead Independent Director no longer needed |
| Committee memberships | Audit: Burke (Chair), Levine, Wendell; Compensation: Wendell (Chair), Johnson, Levine, Neels; Governance/Nominating/Sustainability: Neels (Chair), Burke, Tyndall, Weiler; Quality/Compliance/Portfolio: Johnson (Chair), Tyndall, Weiler |
| Dale on committees | Not listed as a committee member |
| Board meetings | Six meetings in 2024; all directors attended ≥75% of meetings/committees served |
| Executive sessions | Independent chairman chairs sessions with outside/independent directors; frequency not disclosed |
Director Compensation
| Component | Amount |
|---|---|
| Non‑employee director quarterly cash retainer | Board member $12,500; Audit Chair $5,000; Audit member $2,500; Comp Chair $3,750; Comp member $1,875; Governance Chair $2,500; Governance member $1,250; Quality Chair $2,500; Quality member $1,250 |
| Equity grants (non‑employee directors) | Re‑elected $150,000 RSUs vesting in 1 year (2025 policy); Newly elected $250,000 options vesting in 3 annual installments; Chairman $50,000 RSUs vesting in 1 year |
| Applicability to Dale | These retainer/equity policies apply to non‑employee directors; Dale is an employee director and not independent |
Performance & Track Record
- 2024 revenue reached $187.3M (+17.8% YoY), improved profitability and cash position; BLA for Avance Nerve Graft filed in Nov 2024 with anticipated FDA approval by Dec 5, 2025 (date extended from Sep 5, 2025) .
- Q3 2025 revenue $60.1M (+23.5% YoY); adjusted EBITDA $9.2M (+$2.7M YoY) .
- Share price increased ~125% from Aug 7, 2024 ($7.92) to Apr 1, 2025 ($17.81), reflecting market confidence post leadership transition .
Compensation Structure Analysis
- Equity mix: 100% performance‑based PSUs in 2024 (TSR and BLA), no time‑based equity to Dale; aligns incentives to long‑term TSR and regulatory milestones .
- Annual bonus: Corporate metrics paid at 167.6% of target (revenue, cash, protection category growth, quality systems goal); BLA supplemental goal paid 0% .
- Governance features: Anti‑hedging/pledging in place; SEC/Nasdaq‑compliant clawback adopted; no tax gross‑ups in 2024 .
- 2025 equity framework broadened to mix of CAGR TSR PSUs and RSUs for executives; Dale granted 176,300 PSUs and 176,300 RSUs, further tying pay to multi‑year growth and relative TSR .
Risk Indicators & Red Flags
- Change‑of‑control protections are robust (24 months salary + 200% target bonus + 24 months COBRA; limited acceleration for time‑based equity only for Dale), which could raise event‑driven cost in M&A scenarios .
- Anti‑hedging/pledging reduces misalignment and margin‑call risks; clawback policy mitigates restatement risk .
- Leadership transition noted in risk disclosures; potential disruptions identified by management in 8‑K materials .
Equity Ownership & Insider Selling Pressure
| Item | Detail |
|---|---|
| Near‑term selling pressure | Limited; Dale holds performance PSUs that vest at end of performance periods (Feb 2027 for TSR; post‑approval, not sooner than 1 year for BLA), not immediately sellable |
| Form 3 baseline | No beneficial ownership as of appointment; subsequent inducement PSUs outstanding and unearned as of 12/31/2024 |
Employment Contracts, Severance, and CoC Economics
| Element | Dale |
|---|---|
| At‑will status | Yes |
| Non‑CoC severance | 15 months salary + 125% target bonus + 15 months COBRA |
| CoC severance | 24 months salary + 200% target bonus + 24 months COBRA; accelerates time‑based equity only |
| Equity acceleration | No acceleration on BLA submission; TSR PSUs vest only at period end on results |
| Clawback | SEC/Nasdaq‑compliant policy adopted Sep 26, 2023 |
| Tax gross‑ups | None in 2024 |
Board Service History and Dual-Role Implications
- Dale serves as CEO, President, and Director; not independent; independent Chairman (Paul Thomas) appointed Aug 2024 to separate chair/CEO roles .
- Dale is not listed on board committees (Audit, Compensation, Governance/Nominating/Sustainability, Quality); all committees comprised of independent directors .
- Board met six times in 2024; all directors attended ≥75% of meetings/committees served; Annual Meeting attendance by all directors telephonically .
- Dual role mitigated by independent Chair structure and independent committee composition, addressing independence concerns in pay and oversight .
Investment Implications
- Alignment: Dale’s pay design is highly at‑risk (100% PSUs in 2024; 2025 PSUs/RSUs tied to multi‑year revenue CAGR and relative TSR), linking compensation to shareholder outcomes and regulatory milestones; anti‑hedging/pledging and clawback strengthen governance .
- Retention and event risk: Generous CoC terms enhance retention but increase potential transaction costs; limited equity acceleration for Dale’s time‑based awards (none granted in 2024) curbs windfalls; performance PSUs reduce near‑term selling pressure .
- Trading signals: BLA approval timing (anticipated by Dec 5, 2025) is a critical catalyst for PSU outcomes and sentiment; sustained revenue and EBITDA momentum under Dale supports pay‑for‑performance thesis .