Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors.
Appointment of Nir Naor as Chief Financial Officer
On December 6, 2023, Axogen, Inc. (the “Company”) announced the appointment of Nir Naor as Chief Financial Officer, effective December 4, 2023. In connection with Mr. Naor’s appointment as the Company’s Chief Financial Officer, the Company entered into an employment agreement with Mr. Naor effective December 4, 2023 (the “Employment Agreement”). As a material inducement of employment, Mr. Naor will be granted 300,000 non-qualified restricted stock units (the “RSUs”) on January 1, 2024. Shares representing 1/3 of the RSUs will vest on the one-year anniversary of the grant date and shares representing 1/6 of the RSUs will vest on each six-month anniversary thereafter. Pursuant to the Employment Agreement, Mr. Naor’s annual base salary is $475,000 and he is eligible to participate in the Company’s bonus plan with the target bonus being 60% of his annual base salary. Mr. Naor’s employment is at-will but if his employment is terminated without cause prior to March 31, 2025 (the “Initial Term”), Mr. Naor will be entitled to severance benefits, including continuation of his salary through the Initial Term, payment of any annual bonus Mr. Naor would have been entitled to through the Initial Term, subject to the Company achieving all applicable performance metrics under the bonus plan, and any RSUs that would have vested during the Initial Term shall become vested as of the date of such termination. If Mr. Naor is terminated for cause, he would not be entitled to severance benefits. The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference here.
Mr. Naor, 49, has over 20 years of global work experience in executive finance and accounting activities, primarily focused on the life sciences industry. From October 2022 to November 2023, Mr. Naor held advisory and short-term CFO roles at a number of growth companies. From December 2021 to October 2022, he served as the CFO of HMNC Brain Health while supporting their fund raising and IPO preparedness endeavors. From January 2021 to September 2021, he served as the CFO and supported the sale of Arbor Pharmaceuticals, a private equity backed company. From October 2017 to January 2021, he served as CFO U.S./Americas of Mölnlycke Healthcare. From October 2012 to July 2017, he held various roles with UCB (ENXTBR: UCB) in both Europe and the United States, including founding UCB’s Portfolio Management and Resource Allocation function, and later becoming their U.S. CFO. Earlier in his career, Mr. Naor held several finance leadership positions with AstraZeneca, served as a financial consultant and investment banker, worked as an auditor with KPMG, and practiced commercial law. Mr. Naor currently serves in advisory roles for several emerging life sciences and technology companies, and as a board member and audit committee chair of Brainstorm Cell Therapeutics (NASDAQ: BCLI).
Mr. Naor holds a Master of Business Administration from IMD Business School in Switzerland, a master’s degree in law (LL.M.) from Hamburg University in Germany, and bachelor’s degrees in law (LL.B.) and in accounting from the Tel-Aviv University in Israel. Mr. Naor is also a CFA® charterholder.
Mr. Naor does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any persons pursuant to which Mr. Naor has been appointed to his position. In addition, there have been no transactions directly or indirectly involving Mr. Naor that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Departure of Peter Mariani as Chief Financial Officer
Effective upon Mr. Naor’s appointment, Peter Mariani stepped down from his role as the Executive Vice President and Chief Financial Officer of the Company and Axogen Corporation, a Delaware corporation (“AC”) and wholly owned subsidiary of the Company, at the request of the Board. The terms of Mr. Mariani’s separation remain under discussion but he will remain an employee of the Company for a brief transition period. The Company will file an amendment to this Current Report on Form 8-K once the separation terms are finalized. Mr. Mariani’s departure from the Company is not a result of any disagreement with the Company’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure or internal controls.
