Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Election of New Director.
On July 16, 2021, the board of directors (the “Board”) of Axogen, Inc. (the “Company”) increased the size of the Board from eight to nine members, and appointed John Johnson as a new director, effective July 19, 2021. Mr. Johnson will serve on the Nominating, Governance and Sustainability Committee and the Science and Technology Committee.
John Johnson has been the Chief Executive Officer of Strongbridge Biopharma plc. (NASDAQ: SBBP), a company focused on building a portfolio of vertical, therapeutically-aligned rare disease franchises, since July 2020. Mr. Johnson previously served as the Chief Executive Officer of Melinta Therapeutics, a commercial stage company developing and commercializing novel antibiotics, from 2018 until 2020. He served as Chairman and Chief Executive Officer of Dendreon Corporation. Mr. Johnson previously held various senior positions with Eli Lilly & Company, ImClone Systems, Inc., Johnson & Johnson, and Centocor Ortho Biotech. He currently serves on the board of directors of Strongbridge Biopharma, Verastem Oncology (NASDAQ: VSTM), and BioAgilytix (Private). Mr. Johnson received his Bachelor of Science degree from East Stroudsburg University of Pennsylvania.
Commensurate with the Company’s director compensation policy, as a director, Mr. Johnson will receive a quarterly cash retainer of $10,000 and a quarterly cash retainer of $1,250 for his service on the Governance, Nominating and Sustainability Committee. Mr. Johnson will also receive a quarterly cash retainer of $1,250 for his service on the Science and Technology Committee. In addition, Mr. Johnson, commensurate with the Company’s director compensation policy, will receive a non-qualified stock option grant to purchase shares of the Company’s common stock with an equity value of $275,000 based upon, and at an exercise price equal to, the fair market value of our shares of common stock on July 19, 2021, which will vest in three equal annual installments with the first vesting date occurring on July 19, 2022. Each calendar year the day after election or re-lection at the annual meeting of shareholders, Mr. Johnson will receive an annual stock option grant to purchase shares of common stock with an equity value of $120,000 based upon, and at an exercise price equal to, the fair market value of our shares of common stock on the date of grant and will vest one year from the anniversary of the date of the grant. Such stock options are for a term of ten years.
Mr. Johnson is not a party to any arrangement or understanding with any person pursuant to which he was elected a Company director; there are no family relationships between Mr. Johnson and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer; and Mr. Johnson is not a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.