UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934 (Amendment No.          )

ORGANOGENESIS HOLDINGS INC.

AVISTA HEALTHCARE PUBLIC ACQUISITION CORP.
65 East 55th Street
18th Floor
New York, New York
(212) 593-6900

PROXY STATEMENT

Notice and Proxy Statement for our 2018 Annual General Meeting

May 31, 2018

 This Notice and Proxy Statement is being furnished

ORGANOGENESIS HOLDINGS INC.

85 Dan Road

Canton, Massachusetts 02021

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

We invite you to the shareholders of Avista Healthcare Public Acquisition Corp. (the "Company", "we", or "us"), a Cayman Islands exempted company, in connection with the solicitation of proxies by the Board of Directors (the "Board") for use at theattend our 2021 Annual General Meeting of the Company.

Date, Time and Place

June 28, 2018 at 10:00 A.M., local time
Avista Healthcare Public Acquisition Corp.
65 East 55th Street
18th Floor
New York, New York 10022

Matters to be Considered

        Our Annual General MeetingStockholders, which is being held as follows:

At the meeting, we will ask our stockholders to:

1.

Elect six

re-elect as our directors Alan A. Ades, Robert Ades, Prathyusha Duraibabu, David Erani, Jon Giacomin, Gary S. Gillheeney, Sr., Arthur S. Leibowitz and Glenn H. Nussdorf, each to hold officeserve until the 2020next Annual General Meeting orof Stockholders and until their successors are elected and qualified.



2.

Ratifyqualified;

TABLE OF CONTENTS

INFORMATION ABOUT THE MEETING

The Meeting

The 2021 Annual Meeting of Stockholders of Organogenesis Holdings Inc. will be held virtually at 11:00 a.m., Eastern time, on Wednesday, December 29, 2021 at www.virtualshareholdermeeting.com/ORGO2021. At the meeting, stockholders of record on the record date for the meeting who are present (virtually) or withhold votes, as applicable, and broker non-votesrepresented by proxy will have no effectthe opportunity to vote on the electionfollowing matters:

Voting and RevocationOur board of Proxies

        Shareholders are requesteddirectors does not intend to present to the annual meeting any business other than the proposals described in this proxy statement. Our board of directors was not aware, as of a reasonable time before making this proxy statement available to our stockholders, of any other business that properly may be presented for action at the annual meeting. If any other business should come before the annual meeting, the persons present will have discretionary authority to vote the shares they own or represent by proxy in oneaccordance with their judgment, to the extent authorized by applicable regulations.

This Proxy Solicitation

This proxy statement and the enclosed proxy card are being furnished because our board of three ways:

•

Use the toll-free telephone number shown ondirectors is soliciting your proxy card;



•

Visitto vote at the Internet websiteannual meeting (including any adjournment or postponement of the meeting).

This proxy statement summarizes information about the proposals to be considered at www.voteproxy.comthe meeting and follow the on-screen instructions; or



•

Mail, date, sign and promptly return yourother information you may find useful in determining how to vote.

How to Vote

If your shares are registered in orderyour name, you may vote online while virtually attending the annual meeting by visiting www.virtualshareholdermeeting.com/ORGO2021 or by proxy without attending the meeting. Registered stockholders may also vote by telephone or on the internet prior to the meeting by following the instructions included with your proxy card mailed to you on or about November 30, 2021. In addition, if you received a printed proxy card, you may mark, sign, date and mail the proxy card you received in the postage-paid return envelope. If you vote in accordance with any of the available methods, your shares will be voted at the meeting pursuant to your instructions. If you sign and return the proxy card or vote by telephone or on the internet but do not provide voting instructions on some or all of the proposals, your shares will be voted by the persons named in the proxy card on all uninstructed proposals in accordance with the recommendations of the board of directors given below.

Shares Held by Brokers or Nominees

If your shares are held in “street name” by a broker, bank or other nominee, that person, as the record holder of your shares, is required to vote your shares according to your instructions. Your bank, broker or other nominee will send you directions on how to vote those shares, which may include the ability to instruct the voting of your shares by telephone or on the internet prior to the meeting.

If your shares are registered in your name or, in certain instances, if your shares are held by a broker, bank or other nominee and you wish to vote online while virtually attending the meeting, you will need to access the live audio webcast of the meeting at www.virtualshareholdermeeting.com/ORGO2021 and follow the instructions for stockholder voting.

Under stock exchange rules applicable to most brokerage firms, if you do not give instructions to your broker, it is permitted to vote any shares it holds for your account in its discretion with respect to “routine” proposals, but it is not allowed to vote your shares with respect to certain non-routine proposals. Proposal 1, regarding the election of directors, is a “non-routine” proposal. If you do not instruct your broker how to vote with respect to such proposal, your broker will not vote on such proposal and your shares will be recorded as “broker non-votes” and will not affect the outcome of the vote on such proposal. “Broker non-votes” are shares that are held in “street name” by a bank or brokerage firm that indicates on its proxy that, while voting in its discretion on one matter, it does not have or did not exercise discretionary authority to vote on another matter.

Proposal 2, the ratification of RSM US LLP as our independent registered public accounting firm, is considered to be a routine item under the applicable rules and your broker will be able to vote on that item even if it does not receive instructions from you, so long as it holds your shares in its name.

If a broker or nominee holds shares of our Class A common stock in “street name” for your account, then this proxy statement may have been forwarded to you with a voting instruction card, which allows you to instruct the broker or nominee how to vote your shares on the proposals described herein. To vote by proxy or to instruct your broker how to vote, you should follow the directions provided with the voting instruction card. In order to have your vote counted on Proposal 1, you must either provide timely voting instructions to your broker or obtain a properly executed proxy from the broker or other record holder of the shares that authorizes you to act on behalf of the record holder with respect to the shares held for your account.

Quorum Required to Transact Business

At the close of business on November 4, 2021, a total of 128,644,021 shares of our Class A common stock were outstanding. Our bylaws require that a majority of the outstanding shares of our common stock be represented, in person or by proxy, at the meeting in order to constitute the quorum we need to transact business at the meeting. We will count abstentions and broker non-votes as shares represented at the meeting in determining whether a quorum exists.

Multiple Stockholders Sharing the Same Address

Some banks, brokers and Proxy Materials

        Thisother nominee record holders may be “householding” our proxy statementstatements, annual reports and the accompanying Annual Report are available at: www.proxyvote.com.

"Householding" of Annual Report and Proxy Materials

        We have adopted a procedure approved by the Securities and Exchange Commission (the "SEC") called "householding." Under this procedure, shareholders of record who have the same address and last name will receiverelated materials. “Householding” means that only one copy of our Annual Report and proxy statement unlessthese documents may have been sent to multiple stockholders in one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continuehousehold. If you would like to receive separateyour own set of proxy cards. Also, householding will not in any way affect dividend check mailings,statements, annual reports and related materials, or if any.

        If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copieswith another stockholder and together both of the Annual Report and/or the proxy statement, or if you hold shares in more than one account, and in either case you wishwould like to receive only a single copy of eachset of these documents, for your household, please contact your bank, broker or other nominee, or Broadridge FinancialInvestor Communication Solutions, Inc. at (866) 540-7095 or write to:by sending such request by mail to Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, please contact Continental Stock Transfer and Trust Company as indicated above and we will deliver promptly11717 or by calling 1-866-540-7095.

To request a separateprinted copy of the Annual Report and proxy statement, annual report and form of proxy relating to you.this stockholder meeting or future stockholder meetings, visit www.proxyvote.com, call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com. You must have available the 16-digit control number from the notice described above.

        Beneficial shareholders can request information about householding from their banks, brokersMay I change my vote?

If you are a registered stockholder, you may change your vote or revoke your proxy at any time before it is voted by notifying the Secretary in writing, by returning a signed proxy with a later date, by submitting an electronic proxy as of a later date or by virtually attending the meeting and voting online during the meeting. If your shares are held in “street name,” you must contact your bank, broker or other nominee for instructions on changing your vote.

What vote is required to approve each proposal?

The affirmative vote of the holders of record.

Proxy Solicitation

        We will beara plurality of the costs of solicitation of proxies for the Annual General Meeting. In addition to solicitation by mail, directors and officers may solicit proxies from shareholders by telephone,shares represented in person or otherwise. Theseby proxy is required for the election of directors (Proposal 1). Broker non-votes and officers proxies marked to withhold authority with respect to the election of one or more directors will not receive additional compensation, butbe voted with respect to the director indicated. The eight director nominees receiving the highest number of votes will be elected. The ratification of the selection of the independent registered public accounting firm (Proposal 2) will be approved if the proposal receives a majority of the votes cast. Proposal 2 is a non-binding proposal.

Where is the meeting held?

The annual meeting will be conducted via live audio webcast at: www.virtualshareholdermeeting.com/ORGO2021. You will be able to participate, submit questions and vote your shares electronically. To do so, you will need to visit www.virtualshareholdermeeting.com/ORGO2021 and use the 16-digit control number provided with the voting instructions.

Please allow ample time for the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page hosting the virtual meeting.

How do I submit a question at the annual meeting?

If you wish to submit a question on the day of the annual meeting, beginning at 10:45 a.m., Eastern Time on December 29, 2021, you may login and ask a question at www.virtualshareholdermeeting.com/ORGO2021. The annual meeting will be governed by our meeting guidelines posted at www.virtualshareholdermeeting.com/ORGO2021 in advance of the meeting. The meeting guidelines will address the ability of stockholders to ask questions during the meeting, including rules on permissible topics, and rules for how questions and comments will be recognized and disclosed to meeting participants.

What happens if the meeting is postponed or adjourned?

Your proxy may be reimbursed for out-of-pocket expenses in connection with this solicitation. Solicitationvoted at the postponed or adjourned meeting. You will still be conductedable to change your proxy until it is voted.

by our directors and officers and we will bear all costsNo Appraisal Rights

There are no appraisal rights associated with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material toany of the beneficial owners of our ordinary shares held of record by them, and such custodians will be reimbursed for their reasonable expenses.proposals being considered at the annual meeting.

        We have been advised that representatives of Marcum LLP, our independent auditors for 2017, will not attend the 2018 Annual General Meeting, and therefore will not have an opportunity to make a statement or respond to questions.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

        AtThe first proposal on the agenda for the meeting six directors are to be electedis the re-election of Alan A. Ades, Robert Ades, Prathyusha Duraibabu, David Erani, Jon Giacomin, Gary S. Gillheeney, Sr., Arthur S. Leibowitz and Glenn H. Nussdorf, each to serve until the 2020next Annual General Meeting orof Stockholders and until their successors are elected and qualified. AllAt each annual meeting of stockholders, each of our directors is elected until the next annual meeting to succeed the directors whose terms are then expiring.

The following table sets forth certain information as of November 1, 2021, regarding our directors, each of whom has been nominated for re-election.

Directors

Alan A. Ades has served as a member of our board of directors since 2003. Mr. Ades is a Co-founder and Principal Owner of A & E Stores, Inc., and served as its President and Chief Executive Officer from 1966 through 2020. Mr. Ades founded Rugby Realty Co., Inc. in 1980 and has served as its Principal since 1980. Mr. Ades has a B.A. in Business Administration from the University of Michigan and an L.L.B. from New York University Law School. We believe Mr. Ades is qualified to serve on our board of directors due to his investment and financial experience, his expertise in business management and his long term significant ownership interest in the Company. Mr. Ades is the father of Robert Ades.

Robert Ades has been a member of our board of directors since 2020. Mr. Ades has been a Principal of Rugby Realty Co., Inc. since 2005. Mr. Ades has over fifteen years of experience in commercial real estate. Mr. Ades received a B.A. in English Literature from the University of Michigan. We believe Mr. Ades is qualified to serve on our board of directors due to his business experience and the Ades family’s long term significant ownership interest in the Company. Mr. Ades is the son of Alan A. Ades.

Prathyusha Duraibabu has been a member of our board of directors since November 2021. She has over 22 years of experience in optimizing financial operations, driving organizational change, building diverse teams, and delivering results. Ms. Duraibabu has served as Chief Financial Officer of Sangamo Therapeutics, Inc., a genomic medicine company since June 2021 and has been with the company since March 2019 as its Vice President, Finance. Prior to joining Sangamo, Ms. Duraibabu served as Corporate Controller at Pacific Biosciences of California, Inc., a public commercial biotechnology company, from June 2010 to March 2019, where she was responsible for global financial operations, strategy, audit, and tax. Ms. Duraibabu received her B.S. in Accounting from Oxford Brookes University in Oxford, United Kingdom, and her M.B.A. from San Jose State University. Ms. Duraibabu is a Certified Public Accountant in the State of California. We believe that Ms. Duraibabu is qualified to serve on our board of directors due to her breadth of financial, operational, and compliance experience in various industries including biotechnology.

David Erani has served as a member of our board of directors since 2020. Mr. Erani has served as a Senior Consultant for UIC Inc. since 2015. Mr. Erani received a B.A. in Mathematics and a B.S. in Physics from Johns Hopkins University. We believe Mr. Erani is qualified to serve on our board of directors due to his business experience and the Erani family’s long term significant ownership interest in the Company. Mr. Erani is the son of Albert Erani, a former director.

Jon Giacomin has been a member of our board of directors since 2021. Mr. Giacomin served as the Chief Executive Officer of U.S. Anesthesia Partners, Inc. (“USAP”), a privately-owned, single-specialty anesthesia practice, from 2019 until 2021. Prior to joining USAP, Mr. Giacomin held various leadership positions at Cardinal Health, Inc. (NYSE: CAH) from 2001 to 2019, a leading distributor of pharmaceuticals, global manufacturer and distributor of medical and laboratory products and provider of performance and data solutions for health care facilities. Mr. Giacomin most recently served as Chief Executive Officer of Cardinal Health’s Medical Segment and previously served as Chief Executive Officer of its Pharmaceutical Segment from 2014 to 2018. Mr. Giacomin began his career as a Nuclear Engineer and Surface Warfare Officer in the U.S. Navy and subsequently held positions at Sotera Health Company (Nasdaq: SHC) and Griffith Micro Science International Inc. before joining Cardinal Health. Mr. Giacomin received a B.S. in Mechanical Engineering from the University of Notre Dame, and an MBA in Finance from the University of Chicago’s Booth School of Business. We believe that Mr. Giacomin is qualified to serve on our board of directors due to his experience in business management and experience working with public and private companies in the healthcare industry.

Gary S. Gillheeney, Sr. has served as our President and Chief Executive Officer since 2014 and as a member of our board of directors since 2018. Previously, he served as our Executive Vice President, Chief Operating Officer and Chief Financial Officer from 2003 to 2014 and as our Chief Financial Officer from 2002 to 2003. Prior to joining Organogenesis, Mr. Gillheeney held executive positions at Innovative Clinical Solutions, Ltd., a provider of decision support and clinical knowledge solutions to healthcare staff, from 1999 to 2002, as its Chief Operating Officer, Chief Financial Officer, as well as Treasurer and Secretary. Prior to joining Innovative Clinical Solutions, Mr. Gillheeney held positions as Senior Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary at Providence Energy Corporation. Mr. Gillheeney has a B.S. in Accounting from American International College and an M.B.A. from Bryant College. We believe that Mr. Gillheeney is qualified to serve on our board of directors due to his service as our President and Chief Executive Officer and his extensive knowledge of our company and industry.

Arthur S. Leibowitz has been a member of our board of directors since 2018. Mr. Leibowitz is a clinical professor at the Robert B. Willumstad School of Business at Adelphi University, where he teaches courses in accounting and auditing to both graduate and undergraduate students. Mr. Leibowitz began as an adjunct professor at Adelphi University in 2008, became a full-time lecturer in 2010 and was promoted to clinical professor in 2013. Mr. Leibowitz previously served as a member of the following nominees are currently servingboard of directors and the audit committee of Arotech Corporation (formerly on Nasdaq: ARTX) from 2009 to 2014. Before joining Adelphi University, Mr. Leibowitz was an audit and business assurance partner at PricewaterhouseCoopers. During his twenty-seven years at PwC, Mr. Leibowitz served in a national leadership role for PwC’s retail industry group and was the portfolio audit partner for one of PwC’s leading private equity firm clients. Mr. Leibowitz is a certified public accountant in New York State and received a B.S. in accounting from Brooklyn College and a Masters of Accountancy from Stetson University. We believe that Mr. Leibowitz is qualified to serve on our board of directors due to his experience working with public and private companies on corporate finance and accounting matters.

Glenn H. Nussdorf has served as directors. The persons nameda member of our board of directors since 2003. Mr. Nussdorf has served as Chief Executive Officer of Quality King Distributors, Inc., a distributor of health and beauty care products and prescription drugs, and its subsidiary QK Healthcare, Inc., since 1999. Previously, Mr. Nussdorf served as Chief Operating Officer of Quality King from 1997 to 1998 and as a Senior Vice President from 1994 to 1996. Mr. Nussdorf is also a major shareholder of Parlux Holdings, Inc., a vertically integrated wholesale distributor and specialty retailer of perfumes and fragrances. Since 2017, Mr. Nussdorf has also served as a member of the

board of directors of Parlux Holdings, Inc. We believe Mr. Nussdorf is qualified to serve on our board of directors due to his investment and financial experience, his expertise in business management and his long term significant ownership interest in the enclosed form of proxy have advised that, unless contrary instructions are received, they intend to voteCompany.

If for the six nominees named by the Board and listed on the following table. The Board expects that eachany reason any of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence one or more of the nominees is not availablebecomes unavailable for election, the persons nameddesignated in the formproxy card may vote the shares represented by proxy for the election of proxy have advised that they will vote for sucha substitute nominees asnominated by the Board may propose. The following information is as of May 18, 2018.

Directors. Each of the biographies of the nominees for election as directors below contains information regarding the person's servicenominee has consented to serve as a director business experience, director positions with otherif elected, and we currently have no reason to believe that any of them will be unable to serve.

The eight nominees receiving the greatest number of votes cast will be elected as directors. Brokers may not vote shares they hold for you in the election of Directors unless they receive timely voting instructions from you. We will not count votes withheld or broker non-votes as having been cast for the election of a director.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALAN A. ADES, ROBERT ADES, PRATHYUSHA DURAIBABU, DAVID ERANI, JON GIACOMIN, GARY S. GILLHEENEY, SR., ARTHUR S. LEIBOWITZ AND GLENN H. NUSSDORF AS DIRECTORS.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

RSM US LLP currently serves as our independent registered public companies held currentlyaccounting firm and audited our financial statements for the fiscal year ended December 31, 2021. Our audit committee has retained RSM US LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2021.

Our audit committee is responsible for selecting and appointing our independent registered public accounting firm, and this appointment is not required to be ratified by our stockholders. However, our audit committee has recommended that the Board of Directors submit this matter to the stockholders as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the audit committee will reconsider whether to retain RSM US LLP, and may retain that firm or another without re-submitting the matter to our stockholders. Even if the appointment is ratified, the audit committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the past five years,year if it determines that such a change would be in our best interest and the experience, qualifications, attributesbest interest of our stockholders.

Representatives of RSM US LLP are expected to attend the annual meeting to respond to appropriate questions, and skills that causedthey will have the Boardopportunity to determine that the person should be nominated asmake a directorstatement if they desire.

In order to pass, this proposal must receive a majority of the Company at our 2018 Annual General Meeting.votes cast with respect to this matter. We will not count abstentions or broker non-votes as votes cast.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021.

Board or a committee thereof acted by wayRole in Risk Oversight

One of unanimous written resolution nine times in fiscal year 2017. The Company's Compensation Committee did not hold meetings in fiscal year 2017 because nonethe key functions of our officers orboard of directors were compensatedis informed oversight of our risk management process. Our Chief Executive Officer is responsible for setting the strategic direction for our company and the day to day leadership and performance of the company, while our Chair, Alan A. Ades, who is not an executive officer, sets the agenda for board meetings and presides over meetings of the board. Our independent directors meet in 2017 (See "Executive Compensation" below).executive session on a regular basis, without management present.

Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Audit Committee

The membersCompany has a standing audit committee consisting of our Audit Committee are Messrs. Harwood, MarkisonMr. Leibowitz, its chairperson, Mr. Giacomin and O'Neil.Ms. Duraibabu. During 2020 and until May 7, 2021, the audit committee consisted of Mr. Harwood serves as ChairmanLeibowitz, its chairperson, Mr. Wayne Mackie and Mr. Josh Tamaroff. From May 7, 2021 until May 24, 2021, the audit committee consisted of Mr. Leibowitz, its chairperson, Mr. Giacomin and Mr. Tamaroff. From May 24, 2021 until November 19, 2021, the audit committee consisted of Mr. Leibowitz, its chairperson, and Mr. Giacomin. The audit committee is responsible for, among other matters: (i) reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in the Company’s Form 10-K; (ii) discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Audit Committee.

        Each memberCompany’s financial statements; (iii) discussing with management major risk assessment and risk management policies; (iv) monitoring the independence of the Audit Committee is financially literateindependent auditor; (v) verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the Board has determined that Mr. Harwood qualifiesaudit partner responsible for reviewing the audit as an "Audit Committee financial expert" as defined inrequired by law; (vi) reviewing and approving related-party transactions (as required pursuant to the Company’s related party transactions policy); (vii) inquiring and discussing with management the Company’s compliance with applicable SEC rules.

        We have adopted an Audit Committee charter, which detailslaws and regulations; (viii) pre-approving all audit services and permitted non-audit services to be performed by the principal functionsCompany’s independent auditor, including the fees and terms of the Audit Committee, including:

•

services to be performed; (ix) appointing or replacing the appointment,independent auditor; (x) determining the compensation retention, replacement, and oversight of the work of the independent auditorsauditor (including resolution of disagreements between management and any other independent registered public accounting firm engaged by us;



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pre-approving all audit and non-audit services to be provided by the independent auditorsauditor regarding financial reporting) for the purpose of preparing or any other registered public accounting firm engagedissuing an audit report or related work; and (xi) establishing procedures for the receipt, retention and treatment of complaints received by us and establishing pre-approval policies and procedures;



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reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;



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setting clear hiring policies for employeesregarding accounting, internal accounting controls or former employees of the independent auditors;



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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;



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obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor's internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;



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reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and



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reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or

Governance > Documents & Charters) section of our website, which is located at www.organogenesis.com. The audit committee met in person or other regulatory authorities.by telephone eleven times during fiscal year 2020.

Compensation Committee

The Company has a standing compensation committee consisting of Mr. Leibowitz, its interim chairperson, Mr. Alan Ades and Mr. Giacomin. During the year ended December 31, 2019 and until November 3, 2020, the compensation committee consisted of Mr. Mackie, its chairperson, Mr. Alan Ades and Mr. Albert Erani. From November 3, 2020 until May 7, 2021, the compensation committee consisted of Mr. Mackie, its chairperson, Mr. Alan Ades and Mr. Leibowitz. From May 7, 2021 until May 24, 2021, the compensation committee consisted of Mr. Tamaroff, its chairperson, Mr. Alan Ades and Mr. Leibowitz. From May 24, 2021 until July 16, 2021, the compensation committee consisted of Mr. Alan Ades and Mr. Leibowitz. Since July 16, 2021, the compensation committee has consisted of Mr. Leibowitz, its interim chairperson, Mr. Alan Ades and Mr. Giacomin. Currently, a majority of the members of our Compensation Committeecompensation committee are Messrs. Markisonindependent, and Harwood. Mr. Markison serves as Chairmanall of the Compensation Committee. The Company adopted a Compensation Committee Charter which details the principal functionsmembers of the Compensation Committee, including:

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reviewingcompensation committee must be independent by May 6, 2022. The compensation committee is responsible for recommending to the board of directors the compensation philosophy and approving on an annual basispolicies of the Company in general and for its executive officers in particular. The objectives of the Company’s senior management compensation program are to align compensation with business objectives, individual performance, and the interests of the Company’s stockholders; motivate and reward high levels of performance; recognize and reward the achievement of Company goals; and enable the Company to attract, retain, and reward the highest quality executive talent. Among other things, the compensation committee: (i) reviews and recommends for approval by the board of directors, executive officer compensation, including salary, bonus, and short term and long term incentive compensation levels (including equity compensation) and the corporate goals and objectives relevant to executive officer compensation; (ii) oversees the Chief Executive Officer's compensation, evaluating the Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration (if any)evaluation of the Chief Executive Officer's based on such evaluation;



•

reviewingchief executive officer and approvingother executive officers of the Company; (iii) retains a recognized independent compensation consultant (that meets certain independence factors) to assess the competitiveness of the Company’s compensation levels and practice applicable to the executive officers and directors of the Company; (iv) reviews and makes recommendations to the board of directors with respect to the Company’s employee benefit plans, including all incentive-compensation plans and equity-based plans; (v) reviews and makes recommendations to the board of directors with respect to the compensation of allnon-employee directors, committee chairpersons, and committee members, consistent with any applicable requirements of the Company's other officers;



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reviewingNasdaq rules; (vi) reviews any stockholder proposals related to compensation matters and makes recommendations to the Company's executive compensation policiesboard of directors regarding those proposals; (vii) prepares and plans;



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implementing and administeringapproves for inclusion in the Company's incentive compensation equity-based remuneration plans;



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assisting management in complying with the Company'sCompany’s annual proxy statement and Annual Report disclosure requirements;annual report on Form 10-K



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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company's officers and employees;



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producing a report on executive compensation, to be included inif required by the Company's annual proxy statement; and



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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

        The Compensation Committee Charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversightrules of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by NASDAQSecurities and the SEC.

Certain Relationships and Related Person Transactions

Policies and Procedures with Respect to Transactions with Related Persons

        The Company has not yet adopted a formal policy for the review, approval or ratification of related party transactions.

        The Company has adopted a code of ethics requiring it to avoid, wherever possible, all conflicts of interest, except under guidelines or resolutions approved by the Board (or the appropriate committee of the Board) or as disclosed in its public filings with the SEC. Under the Company's code of ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company.

        In addition, the Company's Audit Committee is responsible for reviewing and approving related party transactionsExchange Commission; (viii) to the extent that the Company enters intois required to include a compensation discussion and analysis (CD&A) section in the Company’s Annual Report on Form 10-K or annual proxy statement, reviews and discusses with the Company’s management the CD&A, and based on such transactions. An affirmative votereview and discussion, determines whether to recommend to the board of directors that the CD&A be so included; and (ix) reviews and discusses with management the Company’s plans and practices to provide that our compensation programs, plans or practices do not encourage employees to take unnecessary risk that could threaten the Company.

The compensation committee operates under a written charter adopted by the board of directors, which is available in the Investor Relations (Investors > Corporate Governance > Documents & Charters) section of our website, which is located at www.organogenesis.com. The compensation committee met in person or by telephone five times during fiscal year 2020.

Nominating Committee

The Company has a standing nominating committee consisting of Mr. Giacomin, its chairperson, and Mr. Leibowitz. The board of directors has determined that each director of the nominating committee is independent under applicable Nasdaq listing rules. The nominating committee is responsible for, among other matters: (i) identifying, reviewing, evaluating and communicating with candidates qualified to become board

members or nominees for directors of the board consistent with criteria approved by the board; (ii) recommending to the board the persons to be nominated for election as directors at any meeting of stockholders and the persons (if any) to be elected by the board to fill any vacancies or newly created directorships that may occur between such meetings; (iii) overseeing the Company’s corporate governance functions and developing, recommending to the board and updating as necessary a set of corporate governance guidelines applicable to the Company and assisting the board in complying with them; (iv) overseeing the evaluation of the board; (v) recommending to the board the members of the board to serve on committees of the board; and (vi) making other recommendations to the board relating to the directors of the Company.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2020, as a controlled company, we were not required to have a compensation committee of independent directors. During the year ended December 31, 2019 and until November 3, 2020, the compensation committee consisted of Mr. Mackie, its chairperson, Mr. Alan Ades and Mr. Albert Erani. From November 3, 2020 until May 7, 2021, the compensation committee consisted of Mr. Mackie, its chairperson, Mr. Alan Ades and Mr. Leibowitz. From May 7, 2021 until May 24, 2021, the compensation committee consisted of Mr. Tamaroff, its chairperson, Mr. Alan Ades and Mr. Leibowitz. From May 24, 2021 until July 16, 2021, the compensation committee consisted of Mr. Alan Ades and Mr. Leibowitz. Since July 16, 2021, the compensation committee has consisted of Mr. Leibowitz, its interim chairperson, Mr. Alan Ades and Mr. Giacomin. Currently, a majority of the members of the Audit Committee present at a meeting at which a quorum is present

Based solely uponon a review of the copies of such Forms,forms received by us, and on written representations from certain reporting persons, we believe that during fiscal year 2020 our directors, executive officers and ten-percent stockholders complied with all applicable Section 16(a) filing requirements, except that a Form 4 with respect to sales of securities by Starr Wisdom was not timely filed and a Form 3 for Robert Ades, following his appointment to the Company’s board of directors, was not timely filed.

Meetings of the Board of Directors

Our board of directors met in person or by telephone eight times during fiscal year 2020. Other than Mr. Albert Erani and Mr. Maurice Ades, no director attended fewer than 75 percent of the aggregate number of meetings of the board of directors and of any committee of the Board on which he or she served, in each case held during the period in which he served as a director, in fiscal year 2020.

Policy Regarding Board Attendance

Our directors are expected to attend meetings of the board of directors and meetings of committees on which they serve. Our directors are expected to spend the time needed at each meeting and to meet as frequently as necessary to properly discharge their responsibilities. We encourage members of our board of directors to attend our annual meetings of stockholders, but we do not have a formal policy requiring them to do so.

Director Nominations

Since we are no longer a controlled company and are now required under the Nasdaq listing rules to maintain a nominating committee comprised entirely of independent directors, the board of directors voted to establish a nominating committee consisting of Mr. Giacomin, its chairperson, and Mr. Leibowitz, on August 3, 2021. Each year, the nominating committee proposes a slate of director nominees to stockholders for election at the annual meeting of stockholders. In identifying and evaluating candidates for membership on the board of directors, the nominating committee may take into account all factors it considers appropriate, which may include experience, qualifications, attributes, skills, diversity and other characteristics in the context of the current make-up of the board of directors and the needs of the board of directors given the circumstances of the Company. In proposing nominees for our board of directors, the nominating committee takes into account the designation rights of the Significant Stockholder Group as set forth in the Controlling Stockholders Agreement dated as of December 10, 2018. Stockholders may also recommend candidates for election to the board of directors, as described below. We do not have a formal diversity policy for directors. The nominating committee identifies director candidates based on input provided by a number of sources, including from members of the board of directors, stockholders and members of management.

The board of directors and nominating committee value the input of stockholders in identifying director candidates. Accordingly, the nominating committee considers recommendations for director candidates submitted by stockholders using substantially the same criteria it applies to recommendations from directors and members of management. Any such nominations should be submitted to the board of directors by mail in care of the Company’s Corporate Secretary at 85 Dan Road, Canton, Massachusetts 02021 and be accompanied by the information required by the bylaws. The written recommendation should be submitted within the time frame described in the bylaws.

Communications with our Board of Directors

Stockholders wishing to communicate with our board of directors should send correspondence to the attention of our Corporate Secretary at our offices located at 85 Dan Road, Canton, Massachusetts 02021, and should include with the correspondence evidence that the sender of the communication is one of our stockholders. Satisfactory evidence would include, for example, contemporaneous correspondence from a brokerage firm indicating the identity of the stockholder, the number of shares held and the address, telephone

number and e-mail address, if any, of the stockholder. Our Corporate Secretary will review all correspondence confirmed to be from stockholders and decide whether or not to forward the correspondence or a summary of the correspondence to the full board of directors or a committee thereof. Our Corporate Secretary will review all stockholder correspondence, but the decision to relay that correspondence to the full board or a committee will rest entirely within his discretion. Our board believes that this process will suffice to handle the relatively low volume of communications we have historically received from our stockholders. If the volume of communications increases such that this process becomes burdensome to our Corporate Secretary, our board of directors may elect to adopt more elaborate screening procedures.

Director Compensation

Our board of directors has approved a compensation program under which our independent directors (currently Messrs. Leibowitz and Giacomin and Ms. Duraibabu) are entitled to receive the following annual retainer and committee fees for their service as directors:

On August 3, 2021, our board of directors appointed Mr. Leibowitz as interim chair of the compensation committee. His position as interim chair is intended to be temporary until he is replaced with a permanent chair, which we expect will occur in the first half of 2022. As compensation for his service as interim chair of the compensation committee, our board of directors awarded Mr. Leibowitz 5,000 restricted stock units that vest on August 3, 2022, subject to continued service on our board of directors. Mr. Leibowitz is not receiving any other compensation for his service as interim chair of the compensation committee.

Retainer and committee fees are paid in arrears. The independent directors who served on our board of directors in fiscal year 2020 were Messrs. Leibowitz, Mackie and Tamaroff. They each received an option award with respect to 30,000 shares of our Class A common stock in connection with their initial election to our board of directors in December 2018, which vests annually over three years, subject to continued service. We planned also to make an annual option grant to each of our independent directors with respect to 20,000 shares of our Class A common stock, vesting annually over three years, subject to continued service. However, our board of directors decided instead to make discretionary equity grants to our independent directors each year. Those discretionary grants consisted of the following equity awards to each independent director: (1) a grant in April 2020 of 18,564 restricted stock units, which vested on April 1, 2021; (2) a grant in February 2021 of 6,318 restricted stock units, which will vest on April 1, 2022, subject to continued service; and (3) a grant in February 2021 of 5,482 restricted stock units, which will vest on February 16, 2022, subject to continued service. All non-employee directors are reimbursed for customary business expenses incurred in connection with attending board and committee meetings.

The following table sets forth information regarding compensation awarded to, earned by or paid to our non-employee directors in connection with their service for the year ended December 31, 2017 there were no delinquent filers.

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis

2020. We do not have

pay any employees. Additionally, nonecompensation to our President and Chief Executive Officer in connection with his service on our board of directors. See “Executive Compensation” for a discussion of the compensation of Mr. Gillheeney.

2021 Equity Awards

On February 16, 2021, our board of directors approved the stock option and restricted stock unit awards listed in the table below to our executive officers. The stock options and restricted stock unit awards granted to our executive officers vest in four equal annual installments commencing February 16, 2021, and the stock options have an exercise price of $13.68 per share.

of pSivida Corp. (n/k/a EyePoint Pharmaceuticals), a specialty biopharmaceutical company, from 2001 to 2016 and as Vice President, General Counsel for Allaire Corporation, a computer software company, from 1998 to 2001. Mrs. Freedman holds a J.D. from the Boston University School of Law and a B.A. in economics and psychology from Brandeis University.

Brian Grow has served as our Chief Commercial Officer since 2017. Since 2004, he has served in a number of roles at Organogenesis with increasing responsibility, including as our Director of Sales, Commercial Operations, from 2013 to 2016, Associate Director, Marketing, from 2012 to 2013, Project Manager—Apligraf from 2011 to 2013, Regional Sales Manager from 2006 to 2011 and Tissue Regeneration Specialist from 2004 to 2006. Prior to joining Organogenesis, he was a pharmaceutical sales representative for Bristol-Myers Squibb from 2003 to 2004 and a tissue engineering specialist for Innovex/Novartis from 2000 to 2003. Mr. Grow earned a B.A. in Psychology from William Jewell College.

Antonio S. Montecalvo has served as our Vice President, Health Policy and Contracting since 2017. Since 2003, he has served in various roles at Organogenesis, including as Director of Customer Support Services from 2003 to 2006. Prior to joining Organogenesis, Mr. Montecalvo served as Director of Accounting for Innovative Clinical Solutions, LTD from 2000 to 2003, as Senior Contracts Specialist for UnitedHealth Group from 1996 to 2000 and as a Senior Accountant for Piccerelli, Gilstein & Company, LLP from 1994 to 1996. Mr. Montecalvo holds a B.S. in Accounting from the University of Rhode Island.

EXECUTIVE COMPENSATION

Executive Summary

The compensation of our executive officers is determined by our board of directors based upon the recommendation of our compensation committee. Our formal annual compensation review process generally takes place during the first half of each fiscal year, after the results of the previous fiscal year are known. Annual discretionary cash bonuses for the completed fiscal year, if any, and long-term equity-based incentive compensation awards, if any, are awarded by the board of directors on a discretionary basis based upon the recommendation of the compensation committee, generally during the first half of each fiscal year, after a review of the previous fiscal year’s results.

As previously disclosed, in fiscal year 2020, we were a controlled company within the meaning of the rules of Nasdaq and were not required to have a compensation committee composed entirely of independent directors. As of May 6, 2021, we ceased to be a controlled company within the meaning of the Nasdaq listing rules, and therefore will be required to have a compensation committee composed entirely of independent directors by May 6, 2022. In making their recommendations and determinations, our compensation committee and our board of directors take into account publicly available information concerning the compensation practices of other, similarly situated companies in the biotechnology, medical technology and biopharmaceutical industries. This information is used by the compensation committee and the board of directors informally and primarily for purposes of comparison to ascertain whether our compensation practices for our executive officers are broadly competitive. Our Chief Executive Officer makes recommendations with regard to the compensation of our executive officers, which are reviewed by the compensation committee and the board of directors. Executive officers (including Mr. Gillheeney) do not participate in the compensation committee’s recommendation regarding and the board’s determination of their own annual compensation.

In connection with its recommendations to the board of directors, the compensation committee periodically retains an independent compensation consultant to assess the competitiveness of the Company’s compensation levels and practice applicable to the Company’s executive officers. Nonetheless, the determinations made by the members of our compensation committee and board of directors are guided to a significant degree by their collective judgment and experience. During fiscal year 2020, the compensation committee engaged Pearl Meyer & Partners, LLC as an independent compensation consultant to advise on executive officer and board compensation.

Our compensation committee and board of directors has reviewed our compensation programs and believes that our compensation programs have not encouraged or rewarded excessive or inappropriate risk taking.

Summary Compensation Table for Fiscal Year 2020

The following table sets forth information regarding compensation earned by our President and Chief Executive Officer and our two next most highly paid executive officers who served during fiscal year 2020. We refer to these individuals as our named executive officers, or NEOs.

(ii) for Mr. Bilbo, (a) $16,905 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $7,023, (c) $3,480 representing the cost of group term life insurance, (d) $1,289 representing the cost of long-term disability insurance premiums, (e) a tax gross-up on the amount specified in (d) above of $536 and (f) $8,550 representing employer matching contributions under our 401(k) plan; and

(iii) for Mr. Grow, (a) $19,491 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $6,274, (c) $1,052 representing the cost of group term life insurance, (d) $1,129 representing the cost of long-term disability insurance premiums, (e) a tax gross-up on the amount specified in (d) above of $364 and (f) $5,967 representing employer matching contributions under our 401(k) plan.

“All Other Compensation” for fiscal 2019 includes:

(i) for Mr. Gillheeney, (a) $36,096 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified                in (a) above of $26,360, (c) $6,336 representing the cost of group term life insurance, (d) $1,835 representing the cost of long-term disability insurance premiums, (e) a tax gross-up on the amount specified in (d) above of $1,986 and (f) $8,400 representing employer matching contributions under our 401(k) plan;

(ii) for Mr. Bilbo, (a) $18,890 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $12,645, (c) $3,221 representing the cost of group term life insurance, (d) $1,237 representing the cost of long-term disability insurance premiums, (e) a tax gross-up on the amount specified in (d) above of $507 and (f) $8,400 representing employer matching contributions under our 401(k) plan; and

(iii) for Mr. Grow, (a) $20,603 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $10,762, (c) $641 representing the cost of group term life insurance, (d) $1,072 representing the cost of long-term disability insurance premiums, (e) a tax gross-up on the amount specified in (d) above of $421 and (f) $5,685 representing employer matching contributions under our 401(k) plan.

Narrative Disclosure to Summary Compensation Table

Employment Agreements, Severance and Change in Control Arrangements

We have entered into employment agreements or employment letter agreements with our named executive officers. The agreements generally provide for at-will employment and set forth the NEO’s initial base salary,

and eligibility for employee benefits. In addition, each of our NEOs is subject to confidentiality obligations and has agreed to assign to us any inventions developed during the term of their employment.

Agreement with Mr. Gillheeney

We entered into an employment agreement with Mr. Gillheeney, dated February 1, 2007. The agreement provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment. As of April 1, 2021, Mr. Gillheeney’s annual base salary was increased from $800,000 to $825,000, and he is currently eligible to receive a target annual performance bonus of 97% of his base salary. In August 2018 our board of directors haveagreed that if Mr. Gillheeney is terminated involuntarily without cause or he resigns with good reason, these terms as defined in the employment agreement, he is entitled to the following (subject to his execution of a release in form and substance reasonably satisfactory to us): (i) his then current annual base salary payable in 12 equal monthly installments, (ii) a continuation of benefit coverage for one (1) year, and (iii) executive outplacement services with a mutually agreeable outplacement provider for up to one (1) year.

Agreement with Mr. Bilbo

We entered into an employment letter agreement with Mr. Bilbo, dated February 14, 2017. The letter agreement provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment. As of April 1, 2021, Mr. Bilbo’s annual base salary was increased from $400,000 to $428,000 and he is currently eligible to receive a target annual performance bonus of 70% of his base salary.

Agreement with Mr. Grow

We entered into an employment letter agreement with Mr. Grow, dated May 9, 2017. The letter agreement provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment. As of April 1, 2021, Mr. Grow’s annual base salary was increased from $370,000 to $410,000 and he is currently eligible to receive a target annual performance bonus of 59% of his base salary. For fiscal year 2019, as noted above, Mr. Grow received a bonus based on the achievement of certain sales results. The target bonus that Mr. Grow received for 2020 replaced his prior bonus structure that was based on achieving certain sales results.

Change in Control Arrangements

We and each of our executive officers entered into a Change in Control Retention Agreement (the “Change in Control Agreement”) effective May 10, 2021. Pursuant to the Change in Control Agreement, if the executive’s employment is terminated during the twenty-four month period following a “Change in Control” (a) by us without “Cause” or (b) by the executive upon the occurrence of an “Event of Constructive Termination” (as those terms are defined in the Change in Control Agreement), the executive will receive from us: (i) a lump-sum amount equal to one times (two times in the case of Mr. Gillheeney, our Chief Executive Officer) the executive’s base annual salary and the executive’s annual target bonus, in each case at the highest rate in effect at any cash compensation for services rendered to us. Commencing on October 11, 2016, and untiltime during the earlier12 months immediately preceding the termination of the consummationexecutive’s employment with us; (ii) for up to 12 months (24 months in the case of Mr. Gillheeney) following the executive’s termination of employment, payment of the difference between the cost of COBRA continuation coverage for the executive and any dependent who received health insurance coverage prior to such termination, and any premium contribution amount applicable to the executive as of such termination; and (iii) full acceleration of the vesting of any time-based equity awards held by the executive. Our obligation to provide the foregoing benefits is subject to the executive entering into a new noncompetition agreement with us and the effectiveness of a business combination or our liquidation, we will pay an affiliaterelease of claims executed by the executive in favor of us.

We and each of our Sponsorindependent directors entered into a totalChange in Control Retention Agreement (the “Director Change in Control Agreement”). Pursuant to the Director Change in Control Agreement, if the director is serving on our board of $10,000 per month for office space, administrativedirectors immediately prior to a Change in Control, the director will receive full acceleration of the vesting of any time-based equity awards held by the director.

Outstanding Equity Awards at Year End

The following table sets forth information regarding outstanding stock options held by our named executive officers as of December 31, 2020.

INFORMATION ABOUT COMMON STOCK OWNERSHIP

Stock Owned by Directors, Executive Officers and support services. Our Sponsor,Greater-than-5 percent Stockholders

The following table sets forth certain information with respect to beneficial ownership of our common stock, as of November 4, 2021, by:

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of November 4, 2021 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.

Each stockholder’s percentage ownership is determined in accordance with Rule 13d-3 under the Exchange Act and is based on 128,644,021 shares of our common stock outstanding as of November 4, 2021. The number of outstanding shares beneficially owned by each stockholder below was obtained from the most recent publicly filed information, as applicable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures for Related Party Transactions

Our board of directors has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act and the policy, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person (including our executive officers, directors and 5% stockholders, as well as specified members of the family or household of any of these individuals or stockholders), had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee (formerly composed of Mr. Leibowitz, Mr. Mackie and Mr. Tamaroff, and currently composed of Mr. Leibowitz, Mr. Giacomin and Ms. Duraibabu, our independent directors), but only those independent directors who are disinterested, is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction. All of the transactions described in this section that occurred prior to the closing of the business combination on December 10, 2018 occurred prior to the adoption of this policy. The disclosure below covers related party transactions that have occurred since January 1, 2019.

Agreements with Our Stockholders

Leases with Significant Stockholder Group

The buildings we occupy in Canton, Massachusetts are owned by entities that are controlled by Alan Ades, Albert Erani, Dennis Erani and Glenn Nussdorf. These entities are: 65 Dan Road SPE, LLC; 65 Dan Road Associates; 85 Dan Road Associates; Dan Road Associates; and 275 Dan Road SPE, LLC. Mr. Ades, Mr. Albert Erani and Mr. Nussdorf are current and former members of our board of directors and greater than 5% stockholders. Mr. Ades and Mr. Albert Erani are first cousins. Together, Mr. Ades, Mr. Albert Erani, Mr. Dennis Erani and Mr. Nussdorf and certain of their respective affiliates, control a significant amount of the voting power of our outstanding Class A common stock.

On January 1, 2013, we entered into a capital lease with 65 Dan Road SPE, LLC related to the facility at 65 Dan Road, Canton, Massachusetts. We made aggregate payments under the lease of $852,800 and $858,800 in 2019 and 2020, respectively. As of September 30, 2021, we had accrued, unpaid rent of $1,046,060 due under the lease. Under the lease, we were required to make monthly rent payments of approximately $62,000 through December 31, 2018. The monthly rent payments increased by 10% on January 1, 2019 to approximately $69,000 per month and will increase by 10% on January 1, 2022 to approximately $75,000 per month. In addition to the monthly rent payments, we are responsible for reimbursing the landlord for taxes and insurance on the property. The lease term expires on December 31, 2022.

On January 1, 2013, we entered into a capital lease with 85 Dan Road Associates related to the facility at 85 Dan Road, Canton, Massachusetts. We made aggregate payments under the lease of $1,072,400 and $1,083,600 in 2019 and 2020, respectively. As of September 30, 2021, we had accrued, unpaid rent of $2,222,756 due under the lease. Under the lease, we were required to make monthly rent payments of $77,000 through December 31, 2018. The monthly rent payments increased by 10% on January 1, 2019 to approximately $85,000 per month and will increase by 10% on January 1, 2022 to approximately $93,000 per month. In addition to the monthly rent payments, we are responsible for reimbursing the landlord for taxes and insurance on the property. The lease term expires on December 31, 2022.

On January 1, 2013, we entered into a capital lease with Dan Road Equity I, LLC related to the facility at 150 Dan Road, Canton, Massachusetts. We made aggregate payments under the lease of $1,316,450 and

$1,328,060 in 2019 and 2020, respectively. As of September 30, 2021, we had accrued, unpaid rent of $2,003,909 due under the lease. Under the lease, we were required to make monthly rent payments of approximately $95,000 through December 31, 2018. The monthly rent payments increased by 10% on January 1, 2019 to approximately $105,000 per month and will increase by 10% on January 1, 2022 to approximately $115,000 per month. In addition to the monthly rent payments, we are responsible for reimbursing the landlord for taxes and insurance on the property. The lease term expires on December 31, 2022.

On January 1, 2013, we entered into capital lease arrangements with 275 Dan Road SPE, LLC for the property located on 275 Dan Road, Canton, Massachusetts (“275 Dan Road”). We made aggregate payments under the lease of $1,263,846 and $1,267,200 in 2019 and 2020, respectively. Under the lease, we were required to make monthly rent payments of approximately $92,000 through December 31, 2018. The monthly rent payments increased by 10% on January 1, 2019 to approximately $101,000 per month. In addition to the monthly rent payments, we were responsible for reimbursing the landlord for taxes and insurance on the property. On August 11, 2021, we purchased the land, building and improvements located at 275 Dan Road from 275 Dan Road SPE, LLC (the “Seller”) for a purchase price of $6 million, which we paid at closing. In connection with the purchase of the property, the 275 Dan Road lease was terminated. The purchase and sale of 275 Dan Road was completed pursuant to a Purchase and Sale Agreement dated as of August 11, 2021 by and between us and the Seller (the “Purchase and Sale Agreement”). Under the Purchase and Sale Agreement, we agreed to pay the Seller deferred rent of $5,062,788 that was owed to the Seller under the 275 Dan Road lease (the “Deferred Rent”) and accrued interest thereon (the “Accrued Interest”), which was equal to $1,053,751 as of June 30, 2021. We paid the Seller one-half of the Deferred Rent and Accrued Interest in November 2021 and will pay the remainder in five equal installments with interest on the balance of the Deferred Rent only at an annual simple rate of 4.5% on January 4, 2022, April 1, 2022, July 1, 2022, October 3, 2022 and January 3, 2023. Other than the payment of Deferred Rent and Accrued Interest, we were not required to pay any fees or penalties in connection with the termination of the 275 Dan Road lease.

On August 6, 2019, we entered into a Letter Agreement (the “Letter Agreement”) with Dan Road Associates LLC, 85 Dan Road Associates LLC, 275 Dan Road SPE LLC and 65 Dan Road SPE LLC (collectively, the “Landlords”) pursuant to which we agreed that each Landlord shall be entitled to receive interest on the accrued but unpaid rent obligations under the leases described above as of March 14, 2019, which totaled $10,335,513.47 (the “Lease Debt”) for the period commencing April 1, 2019. The interest on the Lease Debt accrues at a rate per annum equal to the greater of (A) the prime rate plus three and three-quarters of one percent (3.75%) and (B) nine and one-quarter of one percent (9.25%), which is the rate applicable to the term loans under that certain Credit Agreement dated as of March 14, 2019, as amended, among us, the lenders from time to time party thereto, and Silicon Valley Bank, as administrative agent. Accrued interest on the Lease Debt is payable in cash on the date when the Lease Debt is repaid (as to the principal amount so repaid) and shall not itself bear interest. As of September 30, 2021, accrued and unpaid interest under the Letter Agreement (exclusive of amounts payable to 275 Dan Road SPE LLC pursuant to the Purchase and Sale Agreement for 275 Dan Road) was equal to $1,219,207. As noted above, pursuant to the Purchase and Sale Agreement for 275 Dan Road, we agreed to pay the Seller the Deferred Rent under the 275 Dan Road lease and the Accrued Interest under the 275 Dan Road lease, which was equal to $1,053,751 as of June 30, 2021. We paid the Seller one-half of the Deferred Rent and Accrued Interest in November 2021 and will pay the remainder in five equal installments, with interest accruing on the balance of the Deferred Rent at an annual simple rate of 4.5%, on January 4, 2022, April 1, 2022, July 1, 2022, October 3, 2022 and January 3, 2023.

Amended and Restated Registration Rights Agreement

In connection with the closing of the business combination on December 10, 2018, we and certain of our stockholders (including the Significant Stockholder Group, Avista Capital Partners IV, L.P. and Avista Capital Partners (Offshore) IV, L.P.), certain of our current and former directors (Alan Ades, Albert Erani and Glenn Nussdorf) and all of our executive officers entered into the Amended and Restated Registration Rights Agreement in respect of their shares of our Class A common stock and warrants to purchase shares of our

Class A common stock. These stockholders and their permitted transferees will be reimbursed for any out of

to the 2019 Letter Agreement, the Company was required to pay the Management Company a fee in an amount equal to the portion of the aggregate gross proceeds of the investments sold to the Avista Funds multiplied by a rate equal to the rate of the Underwriters’ discount or spread in such public offering without giving effect to any investments sold to the Avista Funds (the “2019 Fee”). In connection with the public offering, the Avista Funds purchased 6,000,000 shares of Class A common stock and we paid a 2019 Fee equal to approximately $1.7 million. Joshua Tamaroff, one of our directors, is an employee of the Management Company to which the Company paid the 2019 Fee.

On November 12, 2020, we entered into a fee letter agreement (the “2020 Letter Agreement”) with Avista IV, Avista IV Offshore and the Management Company, pursuant to which we agreed to pay the Management Company a fee in consideration for certain services rendered in connection with investments in the Company made by the Avista Funds in the Company’s public offering of Class A common stock that closed on November 17, 2020. Pursuant to the 2020 Letter Agreement, the Company was required to pay the Management Company a fee in an amount equal to the portion of the aggregate gross proceeds of the investments sold to the Avista Funds multiplied by a rate equal to the rate of the Underwriters’ discount or spread in such public offering without giving effect to any investments sold to the Avista Funds (the “2020 Fee”). In connection with the public offering, the Avista Funds purchased 4,272,657 shares of Class A common stock and we paid a 2020 Fee equal to approximately $0.8 million. Joshua Tamaroff, one of our directors, is an employee of the Management Company to which the Company paid the 2020 Fee.

Participation in our decisionNovember 2020 Public Offering

In addition to proceedthe shares of Class A common stock purchased by the Avista Funds described above, certain of our directors, 5% stockholders and their respective affiliates purchased shares of our Class A common stock in our November 2020 public offering at the public offering price. The following table sets forth the number of shares of our Class A common stock purchased by our directors, 5% stockholders and their respective affiliates and the aggregate purchase price paid for such shares. With respect to the shares purchased by the parties in the table below, the underwriters agreed to reimburse us for the discounts and commissions payable with any potential business combination. We are not partyrespect to any agreements withsuch shares.

INFORMATION ABOUT OUR AUDIT COMMITTEE AND

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

The primary role of our officers and directors that provide for benefits upon termination of employment.

Compensation Committee Report

        I have reviewed and discussed withaudit committee is to assist our management the above Compensation Discussion and Analysis ("CD&A"). Based upon my review and discussions, I have recommended to the Board of Directors thatin fulfilling its oversight responsibilities by reviewing the CD&Afinancial information proposed to be included in this proxy statement on Schedule 14A.

AUDIT COMMITTEE REPORT

Audit Committee Report

        The Audit Committee has reviewedprovided to stockholders and discussedothers, the Company's auditedadequacy of the system of internal control over financial statements withreporting and disclosure controls and procedures established by management and has discussed with the Company'sBoard, and the audit process and the independent registered public accounting firm’s qualifications, independence and performance.

Management is responsible for establishing and maintaining the company’s system of internal controls and for preparation of the company’s financial statements. Our independent registered public accounting firm is responsible for performing an audit of our consolidated financial statements in accordance with generally accepted auditing standards and issuing an opinion on the matters required to be discussed by Public Company Accounting Oversight Board. Additionally, the Audit Committeefinancial statements. The audit committee has received the written disclosuresmet and the letter from Marcum LLP, the Company'sheld discussions with management and our independent registered public accounting firm, as required by the applicable requirements of the PCAOB, and has discussedalso met separately with Marcum LLP, theour independent registered public accounting firm's independence. firm, without management present, to review the adequacy of our internal controls, financial reporting practices and audit process.

The Audit Committee also concluded that Marcum LLP's provision of audit committee has reviewed and non-audit services to the Company, as described in the proxy statement, is compatible with Marcum LLP's independence. Based upon such review and discussion, the Audit Committee recommended to the Board that thediscussed our audited consolidated financial statements for the year ended December 31, 2017 be included in2020 with management and the Company's Annual Report on Form 10-K forindependent registered public accounting firm. As part of this review, the last fiscal year for filingaudit committee discussed with the SEC.

FEES AND SERVICES

        Fees for professional services provided by our independent registered public accounting firm since inception include:

Audit and Other Fees

The following is a summary of the fees for professional services rendered by RSM US LLP, our independent registered public accounting firm, for fiscal years 2019 and 2020.

OTHER MATTERS

Other Business

Neither we nor our board of directors intends to propose any matters of business at the meeting other than the proposals described in this proxy statement. Neither we nor our board or directors know of any matters to be proposed by others at the meeting.

Stockholder Proposals for 2018. The Audit Committee approvedNext Annual Meeting

Stockholders who wish to present proposals pursuant to Rule 14a-8 promulgated under the selectionExchange Act for consideration at our next annual meeting of Marcum LLP as our independent auditors for 2018. Marcum LLP are currently our independent auditors.

        Accordingly, we ask our shareholdersstockholders must submit the proposals in proper form to voteus at the address set forth on the following resolution:

        "Resolved, that the selectionfirst page of Marcum LLP as independent auditorsthis proxy statement not later than August 2, 2022 in order for the year ended December 31, 2018 be ratified, approved and confirmed in all respects."

        The Board of Directors recommends a vote FOR this proposal.

ANNUAL REPORT AND COMPANY INFORMATION

A copy of our Annual Report (without exhibits) on Form 10-K, including the financial statements and financial statement schedules as requiredproposals to be filed with the SEC, is being furnished to shareholders concurrently herewith and will also be available to shareholders on request without charge by writing to: General Counsel and Secretary, Avista Healthcare Public Acquisition Corp., 65 East 55th Street, 18th Floor, New York, NY 10022. Exhibits to the Annual Report will be furnished to shareholders upon payment of reasonable photocopying and shipping charges. Shareholders may request a written copy of our Audit Committee Charter and our Code of Ethics, by writing to the General Counsel and Secretary at the aforementioned address.

PROPOSALS AND NOMINATIONS BY SHAREHOLDERS

        Proposals that shareholders wish to includeconsidered for inclusion in our proxy statement and form of proxy for presentationrelating to our next annual meeting. However, if the date of our next annual meeting is changed by more than 30 days from the anniversary of our 2021 Annual Meeting, then the deadline to submit such stockholder proposals is a reasonable time before we begin to print and send our proxy materials.

Stockholder proposals intended to be presented at our 2019 Annual General Meetingnext annual meeting submitted outside the processes of Rule 14a-8 or stockholder proposals to nominate a director candidate to be considered by the board of directors must be received in writing by us at 65 East 55th Street, 18th Floor, New York, NY 10022, Attention of Benjamin Silbert, General Counsel and Secretary no later than January 31, 2019. Any shareholder proposal must submitted be in accordance with the rules and regulations of the SEC. With respect to proposals or nominations submitted by a shareholder other than for inclusion in our 2019 proxy statement and related form of proxy, timely notice of any shareholder's intention to present such business must be received by us in accordance with our articles no later than January 31, 2019. Any proxies solicited by the Board for the 2018 Annual General Meeting may confer discretionary authority to vote on any proposals notice of which is not timely received.