AXOGEN INC (AXGN)
Sector: Health Care
2026 Annual Meeting Analysis
AXOGEN INC · Meeting: June 23, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Members to the Board of Directors
Thomas has served since September 2020 and brings over 30 years of medtech executive leadership; AXGN's 3-year stock return of +352% vastly outperforms the peer group median of -28% by +380 percentage points, well above the 50-point trigger threshold, so no TSR concern applies, and no overboarding, attendance, or independence issues are identified.
Dale joined as CEO and director in August 2024, less than 24 months ago, which exempts him from the TSR trigger under policy; he brings over 40 years of medical device executive experience and no other policy concerns are identified.
Burke has served since July 2022 and brings deep financial expertise including former CFO roles at Haemonetics and Medtronic; AXGN's strong outperformance versus peers eliminates any TSR concern, and no overboarding, attendance, or independence issues are identified.
Johnson has served since July 2021 and brings extensive healthcare executive experience; AXGN's 3-year TSR of +352% outperforms the peer group by +380 percentage points, well above the 50-point threshold required to trigger a No vote, and no other policy concerns are identified.
Levine has served since May 2019 and brings broad healthcare management and regulatory experience; AXGN's exceptional stock outperformance versus peers eliminates any TSR concern, and no overboarding, attendance, or independence issues are identified.
Tyndall has served since December 2022 and brings relevant medical and healthcare system expertise; AXGN's 3-year TSR of +352% far exceeds the peer group median by +380 percentage points, well above the 50-point trigger, and no other policy concerns are identified.
Weiler has served since December 2023, less than 24 months ago, which exempts her from the TSR trigger under policy; she brings relevant healthcare marketing and commercialization experience and no other policy concerns are identified.
Wendell has served since September 2016 and brings extensive healthcare M&A and governance experience; AXGN's 3-year TSR of +352% outperforms the peer group median of -28% by +380 percentage points, far above the 50-point trigger threshold, and no other policy concerns are identified.
All eight director nominees pass the TSR test decisively — Axogen's 3-year stock return of +352% beats the company-disclosed peer group median of -28% by approximately 380 percentage points, more than six times the 50-point threshold that would trigger a No vote for strong-positive-TSR companies. Directors who joined within the past 24 months (Dale and Weiler) are exempt from the TSR trigger. All directors appear independent where required, have adequate attendance records (90%+ confirmed in the proxy), and possess relevant skills for a medical device company. The board discloses a skills matrix and has three designated audit committee financial experts. No overboarding, familial relationship, or independence concerns are identified.
Say on Pay
✓ FORCEO
Michael Dale
Total Comp
$9,047,454
Prior Support
90%%
CEO Michael Dale received total compensation of approximately $9.0 million in 2025, which includes a large stock award component reflecting both his 2025 annual equity grant and the vesting of his CEO inducement performance stock awards tied to the FDA approval of Avance — a milestone directly tied to shareholder value creation. Prior-year say-on-pay support was approximately 90%, well above the 70% threshold that would require a response. Pay mix is heavily weighted toward variable, performance-based compensation: the 2025 annual equity grants were 50% performance stock awards with a 3-year revenue growth and relative TSR modifier, and the cash bonus was tied to pre-set revenue and cash balance targets, paying out at 116.79% of target reflecting actual 20.2% revenue growth. Axogen's 3-year stock return of +352% dramatically outperforms the peer group median of -28%, confirming strong pay-for-performance alignment, and the company maintains a meaningful clawback policy adopted in 2023 in compliance with SEC and Nasdaq rules.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
8 yrs
Audit Fees
$842,872
Non-Audit Fees
$20,000
Deloitte has served as Axogen's auditor since March 2018 (approximately 8 years), well below the 25-year tenure threshold that would raise concerns. Non-audit fees of $20,000 represent only about 2.4% of audit fees of $842,872, far below the 50% ratio that would trigger an independence concern. Deloitte is a Big 4 firm appropriate for a $2.2 billion market cap company, and no material financial restatements are disclosed in the proxy.
Overall Assessment
Axogen's 2026 annual meeting ballot presents three standard proposals — director elections, auditor ratification, and an advisory vote on executive pay — all of which receive a FOR determination. The company's exceptional stock performance over the past three years (+352% versus a peer group median of -28%) eliminates TSR-based concerns for the director slate, the auditor relationship with Deloitte is clean with minimal non-audit fees and only 8 years of tenure, and the compensation program is heavily performance-based with strong shareholder support history and a pay outcome that appears well-aligned with the FDA milestone achievement and 20% revenue growth delivered in 2025.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing