MiMedx Group (MDXG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2025, to vote on director elections, executive compensation, auditor ratification, an equity plan amendment, and say-on-pay frequency.

• Shareholders of record as of April 21, 2025, are eligible to vote; 147,702,140 shares are outstanding.

• The Board recommends voting for all proposals and its director nominees.

• The company achieved 9% net sales growth in 2024, with $349M in net sales, $42M GAAP net income, and $65M free cash flow.

• Strategic initiatives included product innovation, expanding the surgical footprint, and enhancing customer relationships.

Voting matters and shareholder proposals

• Proposals include electing nine directors, advisory approval of executive compensation, ratification of Deloitte & Touche LLP as auditor, amending the 2016 Equity and Cash Incentive Plan, and advisory vote on say-on-pay frequency.

• Board recommends annual say-on-pay votes and supports all proposals.

• Shareholders can submit proposals for the 2026 meeting between December 1 and December 31, 2025.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; led by an independent Chair.

• Committees include Audit, Compensation, Nominating & Corporate Governance, and Ethics & Compliance.

• Proxy access allows eligible shareholders to nominate directors.

• Board diversity and relevant expertise are considered in director nominations.