Nir Naor
AxogenAbout Nir Naor
Axogen’s Chief Financial Officer from December 2023 to May 11, 2025; remained as an advisor through July 1, 2025 during a formal transition period at 75% base salary, with continued benefits and vesting through the separation date; all awards scheduled to vest after July 1, 2025 were forfeited . Age 50 as of the 2025 proxy; education includes an MBA (IMD, Switzerland), LL.M. (Hamburg University, Germany), and BAs in Law and Accounting (Tel Aviv University); CFA charterholder . During his tenure, Axogen reported 2024 revenue growth of 17.8% YoY, with a compensation framework emphasizing revenue growth, TSR, and BLA milestones as the most important performance measures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Axogen (AXGN) | Chief Financial Officer | Dec 2023–May 2025 (advisor through Jul 1, 2025) | Implemented improvements in operating expense and cash flow management; supported new strategic plan (per CEO commentary) . |
| HMNC Brain Health | Chief Financial Officer | Dec 2021–Oct 2022 | Supported fundraising and IPO preparedness . |
| Arbor Pharmaceuticals | Chief Financial Officer | Jan 2021–Sep 2021 | Supported the sale of the company . |
| Mölnlycke Healthcare | CFO U.S./Americas | Oct 2017–Jan 2021 | U.S./Americas finance leadership . |
| UCB | Various finance roles; later U.S. CFO | Oct 2012–Jul 2017 | Founded Portfolio Management & Resource Allocation; later U.S. CFO . |
| AstraZeneca; KPMG; financial consultant/investment banker; commercial law | Finance/audit/law roles | Early career | Early-stage finance and legal foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Brainstorm Cell Therapeutics (BCLI) | Board member and Audit Committee Chair | Current | Ongoing external public board role . |
| Emerging life sciences and technology companies | Advisor (various) | Current | Advisory roles to high-growth companies . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 475,140 | 60% | 477,801 | 22,941 (401k match $13,420; life insurance $9,521) | NEO bonus funded at 167.6% of target for 2024 . |
| 2023 | 36,438 | — | 23,853 | — | Partial year as newly appointed CFO (Dec 4, 2023) . |
Performance Compensation
2024 Annual Cash Incentive Plan Design and Outcome (applies to NEOs incl. CFO)
| Metric | Minimum Threshold | Target Threshold | Maximum Threshold | Target % of Bonus | Performance Achieved | Earned % of Target Bonus |
|---|---|---|---|---|---|---|
| Revenues | $174M; 9.4% growth | $180M; 13.2% growth | $198M (uncapped metric-level) | 40% | $187.3M; 17.8% growth | 56.5% |
| Year-end cash balance | $30M | $34M | $42M (uncapped metric-level) | 40% | $39.5M | 67.0% |
| Protection category revenue growth | $4.1M | $5.6M | $8.7M (uncapped metric-level) | 10% | $9.9M | 24.1% |
| Product & Quality Systems Mgmt | Outcome-based scale | Outcome-based scale | Outcome-based scale | 10% | Earned maximum based on audits | 20.0% |
| BLA supplemental | — | — | 20% | Up to 20% | Net payout 0% | 0.0% |
| Total | — | — | 200% cap overall | 100% | Company-wide earned | 167.6% |
- CFO 2024 bonus: Target $285,084; Paid $477,801, consistent with the 167.6% payout for NEOs .
Equity Awards (2024 grants)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (inducement) | 1/1/2024 | 300,000 | 2,073,000 | One-third on first anniversary; then one-sixth every 6 months thereafter | Intended as inducement under Nasdaq 5635(c)(4) . |
- 2024 equity mix: For 2024, CFO’s awards were 100% time-vesting RSUs (no PSUs/options), while other NEOs received performance-based PSUs; reflects lower performance risk on equity vs peers that year .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (Apr 1, 2025) | 63,868 shares; less than 1% of outstanding shares . |
| Vested vs unvested (12/31/2024) | 300,000 unvested RSUs outstanding; market value $4,944,000 at $16.48/share reference . |
| Options | No options outstanding for Naor as of 12/31/2024 . |
| Ownership guidelines | Executives (non-CEO): 1x base salary; compliance required within 5 years of joining/promotion/amendment; all executive officers met guidelines as of Dec 31, 2024 except new CEO; implies Naor in compliance . |
| Hedging/pledging | Prohibited for all executives and directors . |
| Clawback | Compensation recovery policy adopted Sep 26, 2023; applies to incentive comp upon restatements . |
Notes on vesting and potential selling pressure:
- RSU schedule: 1/3 vests at 1-year anniversary (Jan 1, 2025), then 1/6 every six months (e.g., Jul 1, 2025), consistent with the grant terms . Under the Transition Agreement, vesting continued during the transitional period and awards scheduled to vest after July 1, 2025 were forfeited, implying the July 1, 2025 tranche would vest, with later tranches forfeited .
Employment Terms
| Aspect | Economics/Terms |
|---|---|
| Employment agreement | Effective Dec 4, 2023; “at-will”; initial term through Mar 31, 2025, then continued at-will . |
| Transition/Separation (2025) | Stepped down as CFO effective May 11, 2025; advisory employee from May 12–Jul 1, 2025; paid 75% of base salary during transition; continued benefits; continued vesting through Jul 1; awards vesting after Jul 1 forfeited; subject to non-compete and restrictive covenants . |
| Potential Change-in-Control/termination values (as of 12/31/2024 with $16.48/share assumption) | Qualified termination after change-in-control: Severance $408,109; COBRA $7,014; RSUs $1,648,000; Total $2,063,123 . Upon change-in-control (absent qualified termination): RSUs $4,944,000; Total $5,359,123 . |
Performance & Track Record
- CEO commentary credits Naor with “significant improvements in operating expense and cash flow management” and support for the company’s strategic plan; cited as instrumental in improved performance during his tenure .
- Company performance context during his tenure: 2024 revenue grew 17.8% YoY; compensation pay-versus-performance measures emphasized revenue growth, TSR, and BLA milestones .
Compensation Structure Analysis
- Cash vs equity mix (2024): Material at-risk cash bonus (actual $477,801 vs $285,084 target) tied to revenue, cash, and operational objectives (company NEO payout 167.6% of target) .
- Shift to RSUs: For 2024, Naor received only time-vesting RSUs (no PSUs), contrasting with other NEOs whose 2024 equity was primarily PSUs; this is lower performance-risk equity and a retention-oriented inducement structure .
- Governance safeguards: No hedging/pledging; clawback policy in place; annual say-on-pay; no single-trigger CoC payments; no repricing of stock options .
Related Party Transactions
- Proxy states shares listed as beneficially owned are not subject to pledge; no related party transactions disclosed for Naor .
Say-on-Pay & Shareholder Feedback (context)
- Following shareholder outreach, the company increased performance linkage in 2025 equity (PSUs tied to 3-year revenue CAGR and relative TSR) and separated Chair/CEO roles in 2024; these changes were informed by engagement, in which CFO participated alongside the Compensation Chair and GC .
Investment Implications
- Alignment: 2024 bonus tightly linked to revenue, cash, and operational quality; ownership guidelines met; hedging/pledging banned; clawback in place—favorable alignment profile .
- Retention/overhang: RSUs were structured as a 3-year inducement; given the Transition Agreement, vesting continued only through July 1, 2025 with remaining tranches forfeited, reducing forward equity overhang and potential incremental selling pressure from future vesting by Naor after that date .
- Change-in-control economics: Material RSU acceleration upon CoC (modeled value $4.94M) suggests meaningful payout sensitivity to strategic events, though this is now less relevant post-departure; in a CoC prior to departure, double-trigger economics would have reduced immediate RSU value vs single-trigger CoC modeling .
- Execution: CEO-cited improvements to expense discipline and cash flow processes under Naor are constructive for quality-of-earnings and cash conversion, but CFO turnover can still be a governance and execution watchpoint; the company positioned the transition as orderly with overlap to ensure continuity .