The Compensation Committee:
•Reviews the performance of executive officers, including the Chief Executive Officer, and approves their annual compensation;
•Oversees the issuance of stock options, restricted stock awards, restricted stock units, performance stock units, and other stock rights and cash incentives under Artivion’s stock and incentive plans;
•Approves, in conjunction with the Corporate Governance Committee and Board of Directors, severance arrangements for executive officers;
•Reviews, approves, and certifies the performance metrics upon which a portion of the compensation of Artivion’s Chief Executive Officer and other executive officers is based;
•Annually reviews, together with the Corporate Governance Committee, the Chief Executive Officer’s objectives and performance, recommends changes thereto, and together with the Corporate Governance Committee, sets the Chief Executive Officer’s compensation package; and
•Oversees certain aspects of the Company’s ESG risks, including human capital management.
See Compensation Discussion and Analysis on page 24 for information concerning the Compensation Committee’s role, processes, and activities in overseeing executive compensation.
Pursuant to its charter, the Compensation Committee has the authority to delegate any of its decisions to a sub-committee of the Compensation Committee consisting of two committee members, provided that a full report of any action taken is promptly made to the full Compensation Committee.
The Compensation Committee has the power to retain, determine the terms of engagement and compensation of, and terminate any consultant that advises the Compensation Committee.
Corporate Governance Committee — The Corporate Governance Committee operates under a written charter that sets out the committee’s functions and responsibilities. The Corporate Governance Committee currently consists of three non-employee directors: Mr. Burbank, Chair, Mr. Bullock, and Mr. Salveson, each of whom served on the Corporate Governance Committee for all of 2021. Mr. Burbank was appointed as Chair in March 2021. Mr. McCall served on the Corporate Governance Committee until his death in September 2021. Each of these individuals meets the independence requirements of Section 303A.02 of the current NYSE Listing Standards.
The Corporate Governance Committee:
•Recommends potential candidates for the Board of Directors;
•Oversees the annual self-evaluations of the Board of Directors, its committees, and individual directors;
•Approves individuals for appointment as executive officers;
•Oversees succession planning for the Board of Directors and executive officers, including the Chief Executive Officer;
•Evaluates each year, together with the Compensation Committee, the performance of Artivion’s Chief Executive Officer and sets the Chief Executive Officer’s compensation;
•Recommends to the Board of Directors how the other committees of the Board of Directors should be structured, which non-employee directors should be members of those committees, and which non-employee director should chair those committees; and
•Reviews and makes recommendations to the Board of Directors regarding the development of, and compliance with, the Company’s corporate governance guidelines, ESG risk-mitigation efforts, and other governance policies, procedures, and practices.
Compliance Committee — The Compliance Committee operates under a written charter that sets out the committee’s functions and responsibilities. The Compliance Committee currently consists of five non-employee directors: Mr. Salveson,