ARTIVION INC (AORT)
Sector: Health Care
2026 Annual Meeting Analysis
ARTIVION INC · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director with strong financial expertise (former CFO, CPA) relevant to audit committee service; AORT's 3-year price return of +175.8% outperforms the IHI — iShares US Medical Devices ETF by +175.2 percentage points, far exceeding the 65pp threshold required to trigger an against vote, so no TSR concern applies.
Long-tenured director with deep medical device CFO experience and CPA background; AORT's strong outperformance vs. IHI — iShares US Medical Devices ETF (+175.2pp over 3 years) means the TSR trigger does not apply.
Director since 2018 with substantial healthcare executive experience as former CEO of a large health system; AORT's 3-year outperformance vs. IHI — iShares US Medical Devices ETF of +175.2pp far exceeds the 65pp trigger threshold, so no TSR concern applies.
Director since 2016 with extensive medical device CEO experience across multiple companies; AORT's 3-year outperformance vs. IHI — iShares US Medical Devices ETF of +175.2pp far exceeds the 65pp trigger threshold, so no TSR concern applies.
Director since 2017 serving as Lead Director with 30+ years of medical device senior leadership experience; AORT's 3-year outperformance vs. IHI — iShares US Medical Devices ETF of +175.2pp far exceeds the 65pp trigger threshold, so no TSR concern applies.
Director since October 2022 with deep medical device experience including in the aortic space; her tenure exceeds 24 months so the TSR trigger applies, but AORT's 3-year outperformance vs. IHI — iShares US Medical Devices ETF of +175.2pp far exceeds the 65pp trigger threshold, so no TSR concern applies.
CEO and Chairman since 2014 with 30+ years of medical device experience; as an executive director he is subject to the same TSR trigger as other directors, but AORT's 3-year outperformance vs. IHI — iShares US Medical Devices ETF of +175.2pp far exceeds the 65pp trigger threshold, and no other governance flags apply.
Director since 2012 with extensive healthcare investment banking expertise; AORT's 3-year outperformance vs. IHI — iShares US Medical Devices ETF of +175.2pp far exceeds the 65pp trigger threshold, so no TSR concern applies.
Director since October 2021 with 40+ years of medical device experience including in the aortic space; his tenure exceeds 24 months so the TSR trigger applies, but AORT's 3-year outperformance vs. IHI — iShares US Medical Devices ETF of +175.2pp far exceeds the 65pp trigger threshold, so no TSR concern applies.
All nine director nominees receive a FOR vote. AORT's 3-year price return of +175.8% dramatically outperforms the IHI — iShares US Medical Devices ETF benchmark by +175.2 percentage points, which is well above the 65pp threshold required to trigger an against vote for any director. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee. The board includes relevant medical device, financial, and healthcare expertise, and a skills matrix is disclosed.
Say on Pay
✓ FORCEO
J. Patrick Mackin
Total Comp
$6,883,108
Prior Support
97%%
CEO total compensation of $6,883,108 is benchmarked against the company-disclosed peer group median of $6,155,000 for a CEO role, placing it within approximately 12% above the peer median — within the +15% threshold that would raise a pay-level concern. Pay mix is strongly performance-oriented: fixed salary represents only about 12.5% of the CEO's target total pay, with 87.5% in variable compensation (cash bonus and equity), well exceeding the policy's 50-60% variable pay requirement. The company's 3-year stock return of +175.8% dramatically outperforms both the IHI — iShares US Medical Devices ETF (+175.2pp gap) and the compensation peer group median (-28.9% vs. AORT's +175.8%), confirming strong pay-for-performance alignment. Prior year Say on Pay received 97% support, and the program includes a meaningful clawback policy and robust stock ownership requirements.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
13 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP has served as Artivion's auditor since 2013 (approximately 13 years), which is well below the 25-year tenure threshold that would trigger concern. No fee table data was provided in the filing excerpt to calculate the non-audit fee ratio, but no other triggers fire. EY is a Big 4 firm appropriate for a $1.6B market cap company, and no material restatements were disclosed.
Overall Assessment
The 2026 Artivion annual meeting ballot contains three standard proposals: director elections, Say on Pay, and auditor ratification. All proposals receive a FOR vote — the company's exceptional stock performance (+175.8% over 3 years vs. +0.6% for the IHI — iShares US Medical Devices ETF), well-structured pay program with 87.5% variable CEO compensation, strong prior Say on Pay support of 97%, and a tenured Big 4 auditor with no red flags support across-the-board approval.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing