Paul Thomas
AxogenAbout Paul Thomas
Paul Thomas, 69, has served on Axogen’s board since September 2020 and was appointed independent Chairman of the Board in August 2024. He is currently the CEO and Co-Founder of Prominex, Inc., and previously served as CEO of Roka Bioscience (2009–2017) and Chairman/CEO of LifeCell Corporation (1998–2008) following 15 years at Ohmeda, Inc. He holds an MBA from Columbia Business School, post‑graduate studies in chemistry from the University of Georgia, and a BS in chemistry from St. Michael’s College. Axogen’s board has determined Thomas is independent under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LifeCell Corporation | Chairman & CEO | 1998–2008 | Led company through growth and sale to KCI in a $1.8B transaction, evidencing M&A execution capability. |
| Roka Bioscience | Chief Executive Officer | 2009–2017 | Operated a medtech business; adds public company executive perspective. |
| Ohmeda, Inc. | Various senior roles incl. President, Pharmaceutical Products Division | ~15 years | Deep operating experience in healthcare products and manufacturing. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prominex, Inc. | Chief Executive Officer & Co-Founder | Current | Private company; indicates active operating leadership alongside Axogen board chairmanship. |
No current public company directorships are disclosed for Thomas in the 2025 proxy; the biography references prior service as a director of publicly traded companies without naming them.
Board Governance
- Independent Chairman since August 2024; the board eliminated the Lead Independent Director role upon appointing an independent chair. Responsibilities include agenda setting, committee structure oversight, and leading independent director sessions.
- Independence: Thomas is independent under Nasdaq Rule 5605(a)(2); all standing committees meet heightened independence standards.
- Committee assignments: Not listed as a member of the Audit, Compensation, Governance/Nominating/Sustainability, or Quality/Compliance/Portfolio Management committees.
- Attendance: Board met six times in 2024; each director attended at least 75% of board and committee meetings. All directors attended the 2024 annual meeting telephonically.
- Director equity ownership guidelines: Non-employee directors must hold ≥3× annual board retainer; as of December 31, 2024, all non-employee directors meet the guideline.
- Overboarding & retirement practice: Directors are expected to limit other boards; at age 75, directors volunteer not to stand for reelection (guideline).
Fixed Compensation
| Component | Policy Detail | Thomas 2024 Amount |
|---|---|---|
| Quarterly cash retainer | Board member $12,500 per quarter; committee chairs/members receive additional quarterly retainers (Audit Chair $5,000; Compensation Chair $3,750; Governance Chair $2,500; Quality Chair $2,500; members at lower amounts); no separate cash retainer for Chairman. | Fees earned: $62,065 (reflects base retainer and timing; Thomas not listed on committees). |
| Meeting fees | Not disclosed (program is retainer-based). | — |
| Reimbursements | Travel expenses reimbursed. | — |
Performance Compensation
| Component | Grant Design | Thomas 2024 Amount | Vesting |
|---|---|---|---|
| Director equity (reelected members) | 2024 annual equity valued at $150,000, split 50% options / 50% RSUs; options 10-year term; RSUs and options vest one year after grant. | Stock awards $116,084; option awards $74,999; total equity $191,083. | One-year vest from grant anniversary. |
| Chairman equity (non-employee) | Beginning 2025: annual $50,000 RSUs vesting after one year; director annual grants move to RSUs only ($150,000). | 2025 policy (informational) | One-year vest. |
Company executive performance metrics overseen by the Compensation Committee (context for board governance of pay-for-performance):
| Metric | Minimum Threshold | Target | Maximum | 2024 Performance | Earned % of Target |
|---|---|---|---|---|---|
| Revenues ($M) | $174; 9.4% growth | $180; 13.2% growth | $198 (uncapped metric) | $187.3; 17.8% growth | 56.5% |
| Year-end cash ($M) | $30 | $34 | $42 (uncapped metric) | $39.5 | 67.0% |
| Protection category revenue growth ($M) | $4.1 | $5.6 | $8.7 (uncapped metric) | $9.9 | 24.1% |
| Product & Quality Systems Management | 0–20% range | 10% | 20% | Max earned based on audits | 20.0% |
| BLA supplemental | — | — | 20% | 0% | 0% |
| Total corporate bonus | 50% min cap (if thresholds missed), 200% max | 100% | 200% | Aggregate | 167.6% |
2024 executive equity granted emphasized PSUs tied to 3‑year share price (TSR) and BLA milestones, with 2025 grants adding 3‑year revenue CAGR and relative TSR PSUs with cliff vesting to strengthen alignment.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Exposure |
|---|---|---|---|
| Not disclosed | — | — | No other public boards for Thomas disclosed in the proxy; biography references prior experience as a public company director. |
Expertise & Qualifications
- Strategy/M&A, senior leadership, finance/risk management, QA/regulatory/compliance, healthcare marketing, innovation/technology, and public board experience (per Board Skills Matrix).
- Operational CEO experience supports board oversight of Axogen’s leadership transition and strategic execution.
Equity Ownership
| Holder | Shares Beneficially Owned | Options/RSUs/PSUs Exercisable or Vesting ≤60 Days | Ownership % | Pledge Status | Ownership Guideline Compliance |
|---|---|---|---|---|---|
| Paul Thomas | 105,586 | 84,187 | <1% | The proxy states shares in the table are not subject to any pledge unless otherwise noted; no pledge disclosed for Thomas. | All non-employee directors met ≥3× retainer guideline as of 12/31/2024. |
Governance Assessment
- Strengths: Independent Chair role centralized in Thomas with defined responsibilities; committees meet heightened independence; director ownership guidelines enforced; board engagement led to separation of Chair/CEO and more rigorous performance-based equity (revenue CAGR and relative TSR) for executives.
- Engagement signals: Say‑on‑pay support was ~70% in 2024, prompting outreach; changes implemented (100% performance equity for new CEO; 2025 multi‑year performance metrics) indicate responsiveness.
- Dilution/overhang watch: Board seeks to increase LTIP share authorization from 10.5M to 13.4M (~6.36% of outstanding; total available under plan ~29.97% of common stock), with a three‑year average burn rate of 5.22% (2022–2024). Monitor equity stewardship and grant pacing.
- Attendance and independence: No attendance concerns disclosed; Thomas is independent; he is not a member of standing committees, focusing his governance impact via chair responsibilities and oversight of structure/composition.
- Conflicts/related parties: No related‑party transactions involving Thomas are disclosed; the only related‑party item is a Qualified Founding Partner Agreement/contribution with the Global Nerve Foundation involving other executives.
- Performance/TSR context: Since appointing the new CEO (Aug 2024), Axogen highlighted a share price move from $7.92 to $17.81 by April 1, 2025 (~125% increase), supporting board’s narrative of improved execution; continue to assess sustainability post‑anticipated BLA decision (Sept 2025 goal date).
Overall, Thomas’s independent chairmanship, deep medtech operating background, and adherence to ownership guidelines support board effectiveness; investors should monitor equity overhang and continued pay‑for‑performance rigor following the 2024 say‑on‑pay outcome.