1655 ROBERTS BOULEVARD, NW

KENNESAW, GEORGIA 30144

___________________________

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

March 28, 2017

26, 2019

To Our Stockholders:

On behalf of the Board of Directors, we invite you to attend the Annual Meeting of Stockholders of CryoLife, Inc. to be held at CryoLife, Inc.’s Corporate Headquarters, 1655 Roberts Boulevard, NW, Kennesaw, Georgia 30144, on May 17, 201715, 2019 at 9:00 a.m., EDT.

Please review this Notice of Annual Meeting and Proxy Statement, which describes the formal business to be transacted and procedures for voting on matters to be considered at the Annual Meeting.

It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend, we request that you follow the instructions provided on the notice you received by mail and further described herein to review the Proxy Statement and vote your shares via internet, telephone, or mail. You may, of course, choose to attend the Annual Meeting and vote in person.

If you plan to attend the Annual Meeting, are a stockholder of record, and received our notice by mail, please bring a form of identification to the Annual Meeting. If your shares are not registered in your own name but rather are held in street name and you would like to attend the Annual Meeting, please ask the broker, trust, bank, or other nominee that holds the shares to provide you with evidence of your share ownership and bring it along with your identification to the Annual Meeting.

However you choose to participate, we encourage you to review this Proxy Statement and vote your shares.

Sincerely,

J. PATRICK MACKIN

	Sincerely,
	J. PATRICK MACKIN
	Chairman, President, and Chief Executive Officer

CRYOLIFE, INC.  |  2019 Proxy Statement

1655 ROBERTS BOULEVARD, NW

KENNESAW, GEORGIA 30144

___________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF CRYOLIFE, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CRYOLIFE, INC. (the “Annual Meeting”) will be held at CryoLife, Inc.’s Corporate Headquarters, 1655 Roberts Boulevard, NW, Kennesaw, Georgia 30144, on May 17, 201715, 2019, at 9:00 a.m., EDT, for the following purposes:

Only record holders of CryoLife’s common stock at the close of business on March 8, 2017,6, 2019, will be eligible to vote at the Annual Meeting. Your attendance at the Annual Meeting is very much desired. However, if there is any chance you may not be able to attend the Annual Meeting, please follow the instructions on the notice you received by mail to execute your vote by internet, telephone, or mail.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on May 17, 2017.15, 2019. Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials both by notifying you of the availability of our proxy materials, including the Proxy Statement and our 2019 Annual Report to Stockholders, on the internet athttp://www.astproxyportal.com/ast/01609 and providing the means whereby you can request a paper copy of proxy materials be sent via U.S. mail.

	By Order of the Board of Directors:
	JEAN F. HOLLOWAY
	Corporate Secretary

Date: March 28, 201726, 2019

An electronic copy of CryoLife’s 20172019 Annual Report to Stockholders, which includes CryoLife’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2018, containing financial statements, is available via the proxy information website provided on your proxy notice.

CRYOLIFE, INC.  |  2019 Proxy Statement

TABLE OF CONTENTS

CRYOLIFE, INC.  |  2019 Proxy Statement

1655 ROBERTS BOULEVARD, NW

KENNESAW, GEORGIA 30144

___________________________

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished to our stockholders as of the close of business on March 8, 2017,6, 2019, the record date, for the solicitation of proxies by the Board of Directors of CryoLife, Inc. (“CryoLife,” the “Company,” “we,” “our”“our,” or “us”) for CryoLife’s Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 17, 2017,15, 2019, at 9:00 a.m., EDT. The Annual Meeting will be held in the auditorium at the CryoLife Corporate Headquarters, 1655 Roberts Boulevard, NW, Kennesaw, Georgia 30144. The voting of shares will not affect a stockholder’s right to attend the Annual Meeting; however, only a paper ballot vote can be revoked prior to the meeting.Meeting. A paper proxy that is signed may be revokedchanged by sending in a timely, but later dated, signed paper proxy. Any stockholder sending in or completing a proxy may also revoke it at any time before it is exercised by giving timely notice to Jean F. Holloway, General Counsel and Corporate Secretary, CryoLife, Inc., 1655 Roberts Boulevard, NW, Kennesaw, Georgia 30144, (770) 419-3355. We are making our proxy materials available to stockholders beginning on March 26, 2019.

QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION AND VOTING AT THE ANNUAL MEETING

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PROPOSAL ONE–ELECTION OF DIRECTORS

Directors of CryoLife elected at the Annual Meeting to be held on May 17, 2017,15, 2019, will hold office until the next annual meeting, until their successors are elected and have beenduly qualified, or until their earlier death, resignation, or removal.

Director Nominees

Each of the nominees is currently a director of CryoLife. Should any nominee for the office of director become unable to accept nomination or election, it is the intention of the persons named on the proxy card, unless otherwise specifically instructed in the Proxy Statement, to vote for the election of such other person as the Board of Directors may recommend.

The following table sets forth the name and age of each nominee, the period during which each such person has served as a director of CryoLife, the number of shares of CryoLife’s common stock beneficially owned, either directly or indirectly, by such person, and the percentage of outstanding shares of CryoLife’s common stock such ownership represented at the close of business on March 8, 2017,6, 2019, according to information received by CryoLife. None of the shares of stock noted below are subject to a pledge or similar arrangement. Except for J. Patrick Mackin, our President, Chief Executive Officer, and Chairman of the Board, none of the nominees holds any other position or office with CryoLife.

*Ownership represents less than 1% of the outstanding shares of CryoLife common stock.

Director Nominee Qualifications and Biographical Information

Thomas F. Ackerman has served as a director of CryoLife since December 2003. Until early 2016, Mr. Ackerman served as a Senior Financial Advisor of Charles River Laboratories International, Inc. (NYSE: CRL)(“ (“Charles River Laboratories”), a position he held since August 2015. Since that timeUntil February 2017, Mr. Ackerman has served as a consultant to Charles River Laboratories. Charles River Laboratories is a leading global provider of solutions that accelerate the early-stage drug discovery and development process, with a focus onin vivo biology, including research models and services required to enablein vivo drug discovery and development. From 2005-2015,2005 to 2015, he served as Executive Vice President and Chief Financial Officer, from 1999 to 2005, he served as Senior Vice President and Chief Financial Officer, and from 1996 to 1999, he served as Vice President and Chief Financial Officer of Charles River Laboratories, where he has beenwas employed since

1988. Mr. Ackerman is a director of the University of Massachusetts Amherst Foundation and serves on the audit committee of Olin College of Engineering. Mr. Ackerman received a B.S. in Accounting from the University of Massachusetts and became a certified public accountantCertified Public Accountant in 1979 (his license is currently inactive).

CRYOLIFE, INC.  |  2019 Proxy Statement

The Board of Directors has determined that Mr. Ackerman should serve as a director of CryoLife because of his expertise in accounting and financial reporting, particularly in the biotechnology industry.

Daniel J. Bevevino has served as a director of CryoLife since December 2003. From 1996 until March 2008, Mr. Bevevino served as the Vice President and Chief Financial Officer of Respironics, Inc. (NASDAQ: RESP), a company that develops, manufacturesdeveloped, manufactured and marketsmarketed medical devices used primarily for the treatment of patients suffering from sleep and respiratory disorders, where hedisorders. He was employed sinceby Respironics beginning in 1988. In March 2008, Respironics was acquired by Royal Philips Electronics (NYSE: PHG)(“Philips”), whose businesses include a variety of medical solutions including medical diagnostic imaging and patient monitoring systems, as well as businesses focused on energy efficient lighting and consumer products. From March 2008 to December 31, 2009, Mr. Bevevino was employed by Philips as the Head of Post-Merger Integration – Respironics, as well as in various operating capacities, to help facilitate the integration of the combined companies.He is currently an independent consultant providing interim chief financial officer services in the life sciences industry, and he currently serves as a director of one of the private companies for which he provides services. He began his career as a certified public accountantCertified Public Accountant with Ernst & Young (his license is currently inactive). Mr. Bevevino received a B.S. in Business Administration from Duquesne University and an MBA from the University of Notre Dame.

The Board of Directors has determined that Mr. Bevevino should serve as a director of CryoLife because of his expertise in accounting and financial reporting, particularly in the medical device industry.

Marna P. Borgstromhas served as a director of CryoLife since June 2018 and was recommended by a third party search firm. Since 2005, Ms. Borgstrom has been President, Chief Executive Officer, and a board member of the Yale New Haven Health System, an integrated health care delivery system that operates in Connecticut, western Rhode Island, and Westchester County, New York. Additionally, Ms. Borgstrom currently serves on several nationally recognized boards including Vizient, Inc., a privately held, member-driven health care performance improvement company, the Coalition to Protect America's Healthcare, and the Healthcare Institute. Ms. Borgstrom received her Bachelor of Arts from Stanford University and Masters in Public Health from Yale University.

The Board of Directors has determined that Ms. Borgstrom should serve as a director of CryoLife because of her extensive experience, coupled with her knowledge of and recognition within the healthcare industry.

James W. Bullock has served as a director of CryoLife since October 2016. Mr. Bullock ispreviously served as the President and Chief Executive Officer of Zyga Technology, Inc. (“Zyga Technology”), a privately-held medical device company focused on products that treat conditions of the lumbar spine. He also serves as the Executive-in-Residence for Split Rock Partners LLC, a venture capital firm that invests in the medical device space focusing on therapeutic devices. He has held both positions since 2011.spine, until January 2018, when RTI Surgical, Inc. (NASDAQ: RTIX) acquired Zyga Technology. Prior to that, he served for six years as President and Chief Executive Officer of Atritech, Inc. Atritech was a privately-held cardiovascular manufacturing company that was acquired by Boston Scientific (NYSE: BSX). Prior to that, he served for nine years as President and Chief Executive Officer and was a member of the board of directors of Endocardial Solutions, Inc., (NASDAQ:(NASDAQ: ECSI), a cardiac-focused medical device company that was acquired by St. Jude Medical, which was itself acquired by Abbott Laboratories (NYSE: ABT). He also served in that position at Stuart Medical, Inc., and began his career working in a variety of sales and marketing leadership positions at Stackhouse, Inc., Baxter Healthcare, Inc. (NYSE: BAX), and American Hospital Supply Corporation. In addition to his service on the board of Endocardial Solutions, Inc., Mr. Bullock has also served on the boards of directors of sevenseveral private companies and one public company.companies. Currently, in addition to CryoLife’s Board of Directors, Mr. Bullock also serves as Chairman of the Boardboard of Directorsdirectors of Stimdia, Inc., a privately-held start-up subsidiary of Andarta Medical, Inc.company that is conducting research for the development of medical devices for use in the critical care treatment of ventilator induced diaphragmatic dysfunction. Mr. Bullock also serves as a director for Surgical Information Science, Inc., a private health company, and CardioNxt, Inc, a private health company. Mr. Bullock received a B.S. in Public Administration from the University of Arizona.

The Board of Directors has determined that Mr. Bullock should serve as a director of CryoLife because of his business acumen and substantial worldwide experience in the medical device industry, particularly in the area of company growth.

Ronald C. Elkins, M.D.Jeffrey H. Burbank has served as a director of CryoLife since January 1994. Dr. ElkinsOctober 2017. Mr. Burbank is Professor Emeritus, Sectionthe Chief Technology Officer at Fresenius Medical Care North America, a division of ThoracicFresenius Medical Care (NYSE: FMS), the world’s largest provider of products and Cardiovascular Surgery, Universityservices for individuals with renal diseases. Prior to that, Mr. Burbank served as Chief Executive Officer and a member of Oklahoma Health Sciences Center (the “Center”the board of directors of NxStage Medical, Inc. (NASDAQ: NXTM) (“NxStage Medical”). Dr. Elkins, a leading medical technology company, positions he held since he founded NxStage Medical in 1998, until Fresenius Medical Care completed its acquisition of NxStage Medical in February 2019. Mr. Burbank has over 30 years of management experience with companies developing, marketing, and manufacturing products for end-stage renal disease patients. Prior to founding NxStage Medical, Mr. Burbank was a co-founder of Vasca, Inc., a company that provided innovative implantable access devices, where he was the President and Chief Executive Officer, as well as Chairman of the Board. During his career he has been an inventor on over 50 U.S. patents for medical devices. Mr. Burbank received a physician at the Center since 1971, and was Chief, Section of Thoracic and Cardiovascular Surgery,B.S. in Industrial Engineering from 1975 to 2002. Dr. Elkins earned his undergraduate and medical degrees at the University of Oklahoma and completed his residency at The Johns Hopkins Hospital.Lehigh University.

CRYOLIFE, INC.  |  2019 Proxy Statement

The Board of Directors has determined that Dr. ElkinsMr. Burbank should serve as a director of CryoLife because of his educationbusiness acumen and substantial global experience in the medical field, particularly with respect to cardiovascular surgery.device industry.

J. Patrick Mackin assumed the position ofwas named President and Chief Executive Officer of CryoLife in September 2014. He was appointed to the CryoLife Board of Directors in October 2014, and he was appointed Chairman of the Board of Directors in April 2015. Mr. Mackin has more than 2025 years of experience in the medical device industry. Prior to joining CryoLife, Mr. Mackin served as President of Cardiac Rhythm Disease Management, the then largest operating division of Medtronic, Inc. (NYSE: MDT)(“Medtronic”), from August 2007 to August 2014. At Medtronic, he previously held the positions of Vice President, Vascular, Western Europe and Vice President and General Manager, Endovascular Business Unit. Prior to joining Medtronic in 2002, Mr. Mackin worked for six years at Genzyme, Inc., serving as Senior Vice President and General Manager for the Cardiovascular Surgery

Business Unit and as Director of Sales, Surgical Products division. Before joining Genzyme, Inc., Mr. Mackin spent four years at Deknatel/Snowden-Pencer, Inc. in various roles and three years as a First Lieutenant in the U.S. Army. Mr. Mackin has served as a director of Opsens, Inc. (TSXV: OPS and OTCQX: OPSSF), a fiber optic sensors manufacturer, since 2016. Mr. Mackin has served as a director of Wright Medical Group N.V. (NASDAQ: WMGI), a global medical device company focused on extremities and biologics, since July 2018. Mr. Mackin received an MBA from the Kellogg Graduate School of Management at Northwestern University and is a graduate of the U.S. Military Academy at West Point.

The Board of Directors has determined that Mr. Mackin should serve as a director of CryoLife because of his business acumen and substantial worldwideglobal experience in the medical device industry. In addition, the Board of Directors believes that it is appropriate and useful to have the President and Chief Executive Officer of CryoLife serve as a member of the Board of Directors.

Ronald D. McCall has served as a director of CryoLife since January 1984. From 1985 to the present, Mr. McCall has been the owner of the law firm Ronald D. McCall, P.A., based in Tampa, Florida. Mr. McCall was admitted to the practice of law in Florida in 1961. Mr. McCall received a B.A. and a J.D. from the University of Florida.

The Board of Directors has determined that Mr. McCall should serve as a director of CryoLife because of his legal training and experience. Also, the Board of Directors believes that his long-standing involvement with CryoLife provides him with a unique perspective on current issues facing the Company.

Harvey Morganhas served as a director of CryoLife since May 2008. Mr. Morgan has more than 40 years of investment banking experience, with significant expertise in strategic advisory services, mergers and acquisitions, private placements, and underwritings. He served as a Managing Director of the investment banking firm Bentley Associates, L.P. from 2004 to December 31, 2012, and from 2001 to 2004 he was a Principal of Shattuck Hammond Partners, an independent investment banking and financial advisory firm. Mr. Morgan also served on the Board of Directors of Family Dollar Stores, Inc. (NYSE: FDO), a leading operator of discount variety stores, which was acquired by Dollar Tree Inc. (NASDAQ: DLTR) in 2014, and Cybex International, Inc. (NASDAQ: CYBI)., a leading manufacturer of premium exercise equipment. Mr. Morgan received his undergraduate degree from the University of North Carolina at Chapel Hill and an MBA from the Harvard Business School.

The Board of Directors has determined that Mr. Morgan should serve as a director of CryoLife because of his past business experience, particularly with respect to investment banking and capital markets.

Jon W. Salvesonhas served as a director of CryoLife since May 2012. Mr. Salveson is the Vice Chairman, Investment Banking and Chairman of the Healthcare Investment Banking Group at Piper Jaffray Companies (NYSE: PJC)(“Piper Jaffray”)., a U.S. investment bank and asset management firm. He joined Piper Jaffray in 1993 as an associate, was elected Managing Director in 1999, and was named the Group Head of Piper Jaffray’s international healthcare investment banking group in 2001. Mr. Salveson was appointed Global Head of Investment Banking and a member of the Executive Committee of Piper Jaffray in 2004 and has served in his present position as Vice Chairman, Investment Banking since July 2010. Mr. Salveson also serves on the Board of Directors of Sunshine Heart,CHF Solutions, Inc. (NASDAQ: SSH).CHFS), an early-stage medical device company, and Asklepios Biopharmaceuticals, Inc., a private company specializing in gene therapy technologies. Mr. Salveson received his undergraduate degree from St. Olaf College in 1987 and an M.M.M. in finance from the Kellogg Graduate School of Management at Northwestern University.

The Board of Directors has determined that Mr. Salveson should serve as a director of CryoLife because of his considerablebroad experience in investment banking in the healthcare industry. Mr. Salveson has advised CryoLifeindustry and the medical technology sector, and, particularly, his extensive experience in particular with respect to numerousstrategic advisory roles for healthcare companies in hundreds of transactions.

CRYOLIFE, INC.  |  2019 Proxy Statement

Required Vote

Nominees for election as directors will be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election. Since there are eightnine directorships to be filled, this means that the eightnine individuals receiving the most votes will be elected.Accordingly, abstentions and broker non-votes will not be relevant to the outcome.

The Board of Directors' Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THEeightnine NOMINEES FOR DIRECTOR LISTED IN THIS PROPOSAL ONE.

CRYOLIFE, INC.  |  2019 Proxy Statement

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

Our Board of Directors believes that the purpose of corporate governance is to maximize stockholder valueserve the interests of the Company and the Company’s stockholders in a manner that is consistent with legal requirementsits fiduciary duties and the highest standards of integrity.Company’s mission and core values. The Board of Directors has adopted and adheres to corporate governance practices that the Board of Directors and senior management believe promote this purpose, are sound, and represent best practices. The Board of Directors reviews these practices on an ongoing basis and revises them as appropriate.

Director Independence

In connection with its annual review in February 2017,March 2019, and based on the information available to it, the Board of Directors determined that none of Ms. Borgstrom or Messrs. Ackerman, Benson, Bevevino, Bullock, Burbank, McCall, Morgan, or Salveson, or Dr. Ronald C. Elkins, who served as a director until his retirement in May 2018, has or had a material relationship with CryoLife, and that they each qualified as independent directors under the NYSE’sNYSE Listing Standards.

In addition to qualifying as “independent” within the meaning of Section 303A.02 of the NYSE ListedListing Company Manual,Standards, each member of the Compensation Committee must be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and at least two members of the Compensation Committee must be “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. In determining the independence of any director who will serve on the Compensation Committee, the Board of Directors will consider all factors specifically relevant to determining whether such director has a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to (i) the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by us to the director and (ii) whether such director is affiliated with us, one of our subsidiaries, or an affiliate of one of our subsidiaries.

SinceIn addition to qualifying as “independent” within the meaning of Section 303.A02 of the NYSE Listing Standards, each member of the Audit Committee must also meet the criteria of Section 303.A06 and Rule 10A-3 promulgated under the Exchange Act.

Until February 2016,2017, Mr. Ackerman has served as a Consultant to Charles River Laboratories. Prior to that date, Mr. Ackerman held various positions at Charles River Laboratories, including most recently, as Senior Financial Advisor. CryoLife has made purchases from Charles River Laboratories relating to supplies, including supplies for certain of its clinical trials, in each of the last several years, although the amount spent in recent years does not meet the threshold for a related party transaction as discussed below, and anticipates doing so in the current year. CryoLife’s purchases from Charles River Laboratories were made on an arm’s-length basis. The amount of these purchases falls within the categorical standards for commercial relationships that are deemed not material and would not impair a director’s independence. The Board of Directors understood that Mr. Ackerman’s compensation from Charles River Laboratories was in no way impacted by the size or amount of the business transacted between the two companies. The Board of Directors determined that Mr. Ackerman’s relationship with Charles River Laboratories is not a material relationship that could impair his independence as a director as of CryoLife.

Since 2005, Ms. Borgstrom has served as the CEO of Yale New Haven Health. Prior to that date, Ms. Borgstrom held various senior leadership positions at Yale New Haven Health. In 2018, Yale New Haven Health paid CryoLife $326,732 for tissue preservation services and BioGlue and On-X products provided by CryoLife, and we expect this relationship to continue. These purchases were made on an arm’s-length bases. The Board of Directors considered this relationship and determined that Ms. Borgstrom’s relationship with Yale New Haven Health is not a material relationship that could impair her independence as a director of CryoLife.

Dr. Elkins is a former Chief of the Section of Thoracic and Cardiovascular Surgery at the University of Oklahoma Health Services Center and is a Professor Emeritus of the Center. In 2016,2018, the Center paid CryoLife $54,989 for tissue preservation services and BioGlue^® and On-X products provided by CryoLife. Dr. Elkins’sElkins’ son, Charles Craig Elkins, M.D., is a cardiac surgeon who has implanted CryoLife preserved cardiac tissues at Integris Baptist Medical Center in Oklahoma City. Integris Health, including Integris Baptist Medical Center, along with Integris SW Medical Center and Integris Bass Baptist Hospital, paid CryoLife $692,108 for tissue preservation services and BioGlue and On-X products in 2016,2018, and we expect this relationship to continue. These purchases were made on an arm’s-length basis. The Board of Directors considered these relationships and determined that they are not material relationships that could impairwould have impaired Dr. Elkins’s independence.

Mr. Salveson is the Vice Chairman, Investment Banking and Chairman of the Healthcare Investment Banking Group at Piper Jaffray. CryoLife has previously used the services of Piper Jaffray in connection with our stock buy-back program. However, that program expired in October 2014 and has not been renewed by the Board of Directors. CryoLife has also previously used Piper Jaffray in connection with certain transactions, and may do so in the future; however, Mr. Salveson does not personally work on any transactions between CryoLife and Piper Jaffray. On January 20, 2016, CryoLife acquired On-X Life Technologies, Inc. (“On-X”), for approximately $130,000,000.00. Piper Jaffray represented On-X as its investment banker in that acquisition, for which On-X owed Piper Jaffray $3,045,701.00 in fees upon the close of the acquisition. CryoLife paid these fees directly to Piper Jaffray on behalf of On-X out of the proceeds of the acquisition. Mr. Salveson did not personally work on this transaction on behalf of Piper Jaffray, and there is no ongoing relationship with Piper Jaffray related to the On-X engagement. After reviewing these relationships, the Board of Directors determined that they are not material relationships that could impair Mr. Salveson’s independence.CRYOLIFE, INC.  |  2019 Proxy Statement

The Board of Directors’ Right to Retain Advisors

The Board of Directors has authorized committees of the Board of Directors to retain their own advisors, such as auditors, compensation consultants, search firms, legal counsel, and others, to the extent the committees deem it appropriate.

The Board of Directors’ Leadership Structure

The President and Chief Executive Officer of CryoLife serves as the Chairman of the Board of Directors. The Board of Directors believes that this structure promotes fluid communication and coordination between the Board of Directors and management. Also, the Board of Directors believes that Mr. Mackin is well-suited to fill his management and Board of Directors roles and that the Board of Directors benefits from his serving in these dual roles.

In order to foster the Board of Directors’ independence from management, the leadership structure of the Board of Directors also includes a Presiding Director, a position held by an independent director. Mr. McCall assumed the role of Presiding Director in December 2005. The Presiding Director has frequent contact with Mr. Mackin and other members of management on a broad range of matters and has additional corporate governance responsibilities for the Board of Directors. Mr. McCall also serves as liaison between Mr. Mackin and the independent directors, approves meeting agendas and schedules to insure there is sufficient time for discussion of all agenda items, approves certain information sent to the Board, has the authority to call meetings of the independent directors, and can, if requested by major stockholders, consult with them directly.

The Board of Directors’ Role in Risk Oversight

The Board of Directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Management is primarily responsible for risk management, and management reports directly to the committees and the Board of Directors with respect to risk management. The Board of Directors is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks, and operational risks. In its risk oversight role, the Board of Directors reviews periodically the Company’s strategic plan, as well as an assessment of potential material risks facing the Company. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board of Directors also have responsibility for risk management.

In particular, the Compensation Committee is responsible for ensuring that our officer compensation policies and practices do not incent excessive or inappropriate risk-taking by employees or non-employee directors. The Audit Committee is primarily responsible for, in coordination with our independent registered public accounting firm, oversight of our internal controls, operation of our internal audit, and various financial and compliance functions. The Corporate Governance Committee (formerly the Nominating and Corporate Governance Committee) monitors risk by ensuring that proper corporate governance standards are maintained and that the Board of Directors is comprised of qualified directors. The Compliance Committee (formerly the Regulatory Affairs and Quality Assurance Committee) is primarily responsible for oversight of our healthcare compliance function, including our compliance with quality systems and regulatory assurance laws and regulations, as well as our compliance with other healthcare compliance laws and regulations. Together with the Audit Committee, itthe Compliance Committee also assists in oversight of our compliance with certain laws and regulations, such as the Foreign Corrupt Practices Act, and such policies as our CryoLife, Inc. Code of Conduct.

Board of Directors and Committee Meetings, Annual Meeting of Stockholders and Attendance

During 2016,2018, each director attended, either in person or by telephone, at least 75% of the meetings of the Board of Directors and the committees of the Board of Directors on which s/he served. In general, members of the Board of Directors become members of committees immediately following the Annual Meeting of Stockholders.

The Board of Directors held ten meetings during 2016.2018. All of the then-current members of the Board of Directors attended the 20162018 Annual Meeting of Stockholders, whichStockholders. The Company does not have a policy requiring directors to attend the annual meeting, but attendance is encouraged, but not required.encouraged.

Standing Committees of the Board of Directors; Committee Assignments

During 2016,2018, the Board of Directors had four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance Committee, and the Compliance Committee. In 2016,2018, the Audit Committee met fivefourteen times, the Compensation Committee met sixfifteen times, the Corporate Governance Committee met fiveeight times, the Compliance Committee met four times, the Compensation Committee and the Corporate Governance Committee met jointly one time,

and the Audit Committee and the Compliance Committee met jointly one time. These committees are described below, and the following table lists the members of each of the standing committees as of the date of this Proxy Statement:

CRYOLIFE, INC.  |  2019 Proxy Statement

Audit Committee— The Audit Committee operates under a written charter that sets out the committee’s functions and responsibilities. The Audit Committee currently consists of three non-employee directors: Mr. Morgan, Chair, Mr. Ackerman, and Mr. Bevevino, each of whom served on the Audit Committee for all of 2016.2018. Each of the members of the Audit Committee meets the requirements of independence of Section 303A.02 of the current NYSE Listing Standards and also meets the criteria of Section 303A.06, as set forth in Rule 10A-3 promulgated under the Exchange Act, regarding listing standards related to audit committees. No member of the Audit Committee serves on the audit committee of more than three public companies. In addition, the Board of Directors has determined that all of the current members of the Audit Committee satisfy the definition of an “audit committee financial expert,” as promulgated inby the Securities and Exchange Commission regulations.(the “SEC”).

The Audit Committee charter gives the Audit Committee the authority and responsibility for the appointment, retention, compensation, and oversight of CryoLife’s independent registered public accounting firm, including pre-approval of all audit and non-audit services to be performed by CryoLife’s independent registered public accounting firm. The Audit Committee also oversees, and must review and approve, all significant related party transactions. SeePolicies and Procedures for Review, Approval, or Ratification of Transactions with Related Parties beginning on page 15;16; see also theReport of the Audit Committee beginning on page 19.20.

The Audit Committee reviews the general scope of CryoLife’s annual audit and the nature of services to be performed for CryoLife in connection with it, acting as liaison between the Board of Directors and the independent registered public accounting firm. The Audit Committee also reviews various Company policies, including those relating to accounting practices and internal control systems of CryoLife. In addition, the Audit Committee is responsible for reviewing and monitoring the performance of CryoLife’s independent registered public accounting firm, for engaging or discharging CryoLife’s independent registered public accounting firm, and for assisting the Board of Directors in its oversight of risk management and legal and financial regulatory requirements.

Compensation Committee— The Compensation Committee operates under a written charter that sets out the committee’s functions and responsibilities.The Compensation Committee currently consists of fourthree non-employee directors: Dr. Elkins,Mr. Bevevino, Chair, Mr. Ackerman, Mr. Bevevino and Mr. McCall, each of whom served on the Compensation Committee for all of 2016 with2018. Until February 2018, Dr. Elkins was Compensation Committee chair, and he remained a member of the exception of Mr. Ackerman who joined theCompensation Committee until his retirement in May 2016.2018. Each member of the Compensation Committee meets, or met, the independence requirements of Sections 303A.02(a)(i) and (ii) of the current NYSE Listing Standards, is a non-employee director within the meaning of Rule 16b-3 under the Exchange Act and is a disinterested director within the meaning of Section 162(m) of the Internal Revenue Code of 1986. Pursuant to the Compensation Committee charter, the Compensation Committee is responsible for reviewing with the Company CEO, the performance of officers and setting the annual compensation for all officers, including the salary and the compensation package of officers. The Compensation Committee also managesoversees the issuance ofstock options, restricted stock awards, restricted stock units, performance stock units, and other stock rights and cash incentives under CryoLife’s stock and incentive plans, recommendsplans. In conjunction with the Corporate Governance Committee and Board of Directors, the Compensation Committee approves severance arrangements for the CEO and other officers and, together with the Corporate Governanceofficers. The Compensation Committee reviews and approves the performance metrics upon which a portion of the compensation of CryoLife’s CEO and other officers is based, as well asand together with the Corporate Governance Committee, annually reviews the CEO’s objectives and performance, recommends changes thereto, and sets the CEO’s compensation for CryoLife’s CEO.package. SeeCompensation Discussion and Analysis on page 22 for information concerning the Compensation Committee’s role, processes, and activities in overseeing executive compensation.

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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 consulting firm that may assist it in its decisions.

Corporate Governance Committee— CryoLife’sThe Corporate Governance Committee operates under a written charter that sets out the committee’s functions and responsibilities. The Corporate Governance Committee currently consists of four non-employee directors: Mr. McCall, Chair, Mr. Benson,Bullock, Mr. BullockBurbank, and Mr. Salveson. Messrs. McCall and BensonSalveson, each of whom served on the Corporate Governance Committee for all of 2016. Mr. Salveson replaced Mr. Morgan on the committee in May 2016 and Mr. Bullock was appointed to the Committee in February 2017.2018. Each of these individuals meets the requirements of independence of Section 303A.02 of the current NYSE Listing Standards. The Corporate Governance Committee recommends potential candidates for the Board of Directors and oversees the annual self-evaluations of the Board of Directors and its committees. The Corporate Governance Committee is also responsible for overseeing succession planning for the Board and officers, including the CEO. Each year the Corporate Governance Committee, together with the Compensation Committee, evaluates the performance of CryoLife’s CEO and recommendssets his compensation. The Corporate Governance Committee also recommends to the Board of Directors how the other committees of the Board of Directors should be structured and which non-employee directors should be members of those committees. The Corporate Governance Committee also reviews and makes recommendations to the Board of Directors regarding the development of, and compliance with, the Company’s corporate governance guidelines and other governance policies, procedures, and practices.

Compliance Committee— CryoLife’sThe Compliance Committee operates under a written charter that sets out the Committee’scommittee’s functions and responsibilities. The Compliance Committee currently consists of four non-employee directors: Mr. Benson,Salveson, Chair, Dr. Elkins,Mr. Bullock, Mr. Morgan, and Mr. Salveson.Ms. Borgstrom. Messrs. BensonSalveson, Bullock, and Salveson and Dr. ElkinsMorgan each served on the Compliance Committee for all of 2016. Mr. Morgan replaced Mr. McCall on2018. Ms. Borgstrom was appointed to the committee in July 2018. Dr. Elkins was a member of the Compliance Committee until his retirement in May 2016.2018. Each of these individuals meets the requirements of independence of Section 303A.02 of the current NYSE Listing Standards. The charter of the Compliance Committee requires that a majority of its members be independent. Among other things, the Compliance Committee assists the Company in its oversight of CryoLife’s compliance with healthcare laws and regulations, including regulations and laws related to regulatory affairs and quality assurance, and general healthcare compliance such as the Anti-Kickback Statute. The Compliance Committee also receives summaries of periodic reports from the Company’s senior management regarding quality auditorsand regulatory systems and provides input into certain internal regulatory affairs and quality assurance and healthcare compliance policies. Finally, pursuant to its charter, the Compliance Committee, jointly with the Audit Committee, assists in the oversight of compliance with certain policies and procedures such as the Company’s Code of Conduct and our policy with respect to the Foreign Corrupt Practices Act.

Procedures for Stockholders Who Wish to Submit Recommendations to the Board of Directors

Stockholders may submit the names ofrecommend potential candidates for director to the Corporate Governance Committee. The policy of the Corporate Governance Committee is to give the same consideration to nominees submittedrecommended by stockholders that it gives to individuals whose names are submitted by management or other non-employee directors, provided such recommendations from stockholders are made in accordance with procedures described in this Proxy Statement under the FAQ “What is the deadline for submitting proposals for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?” When considering a potential candidate, the Corporate Governance Committee looks for,considers, among other things, demonstrated character, judgment, relevant business, functional, and industry experience, and a high degree of intellectual and business acumen. The Corporate Governance Committee also considers issues ofacumen, and, when contemplating overall board diversity, such as education, professional experienceethnic background and differences in viewpoints and skills.gender. The Corporate Governance Committee does not have a formal policy with respect to diversity; however, the Board of Directors and the Corporate Governance Committee believe that it is important that the members of the Board of Directors represent diverse viewpoints. The Corporate Governance Committee’s process for identifying and evaluating nominees typically involves a series of internal discussions, review of information concerning candidates, and interviews of selected candidates. From time to time, we have also engaged one or more executive search consulting firms to assist in the identification and recruitment of potential director candidates.

The Corporate Governance Committee has not received any recommended director nominees for election at the 2019 Annual Meeting from any CryoLife stockholder or group of stockholders beneficially owning in excess of 5% of CryoLife’s outstanding common stock. Stockholders may communicate with the Corporate Governance Committee or the Board of Directors by following the procedures set forth below atCommunication with the Board of Directors and its Committees on page 17.

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The current policy of the Board of Directors requires each director to offer to voluntarily resign upon a change in such director’s principal employment or line of business. The Corporate Governance Committee will then review whether such director continues to meet the needs of the Board of Directors and whether to make a recommendation to the Board of Directors that it should accept the director’s offer to tender his or her resignation.resign.

Current policy of the Board of Directors also limits the number of other public company boards of directors on which CryoLife’s directors may serve. Non-employee directors may serve on no more than three public company boards of directors in addition to service on CryoLife’sthe Company’s Board of Directors, and the CEO’s service on the governing bodyboard of any other organization is restricted by his employment agreement with the Company and is subject to prior approval by the Board of Directors and restricted to no more than two corporate boards.Directors.

The Corporate Governance Committee has not received any recommended director nominees for election at the 2017 Annual Meeting from any CryoLife, stockholder or groupInc. Code of stockholders beneficially owning in excess of 5% of CryoLife’s outstanding common stock. Stockholders may communicate the necessary information to the Corporate Governance Committee or the Board of Directors by following the procedures set forth below atCommunication with the Board of Directors and Its Committees on page 16.Conduct

CryoLife has established a Code of Conduct that clarifies the Company’s standards of conduct in potentially sensitive situations; makes clear that CryoLife expects all employees, officers, and non-employee directors to abide by applicable legal and regulatory requirements and to understand and appreciate the ethical considerations of their decisions; and reaffirms the Company’s long-standing commitment to a culture of corporate and individual accountability and responsibility for the highest ethical and business practices.

In addition to the Code of Conduct, the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, Assistant Controller, and all other senior financial officers are also subject to the Company’s Code of Ethics for Senior Financial Officers. In the event that CryoLife amends or waives any of the provisions of the Code of Conduct or Code of Ethics for Senior Financial Officers applicable to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, or Assistant Controller, the Company will disclose that information on the Company’s website athttp://phx.corporate-ir.net/phoenix.zhtml?c=80253&p=irol-govConduct.investors.cryolife.com/corporate-governance/cryolifes-code-conduct.

Policies and Procedures for Review, Approval, or Ratification of Transactions with Related Parties

The Board of Directors has adopted policies and procedures for review, approval, or ratification of transactions with related parties.

Types of Transactions Covered

It is our policy to enter into or ratify related party transactions only when the Board of Directors, acting through the Audit Committee or as otherwise described herein, determines that the related party transaction in question is in, or is not inconsistent with, the best interests of CryoLife and its stockholders. We follow the policies and procedures below for any transaction in which we are, or are to be, a participant and the annual amount involved exceeds $50,000 and in which any related party, as defined below, had, has, or will have a direct or indirect interest. Pursuant to the policy, compensatory arrangements with an officer or non-employee director that are approved or ratified by the Compensation Committee or compensation received under our employee benefit plans that are available to all employees do not require additional Audit Committee approval.

The Company subjects the following related parties to these policies: non-employee directors (and nominees); executive officers; beneficial owners of more than 5% of our stock; any immediate family members of these persons; and, any entity in which any of these persons is employed, or is a general partner or principal, or has a similar position, or in which the person has a 10% or greater beneficial ownership interest.

Standards Applied and Persons Responsible for Approving Related Party Transactions

The Corporate Secretary is responsible for maintaining a list of all related parties known to her and for submitting to the Audit Committee for its advance review and approval any related party transaction, other than on-going transactions, into which we propose to enter. If the Corporate Secretary determines that it is not practicable or desirable to wait until the next regularly scheduled Audit Committee meeting, she will submit the related party transaction for approval or ratification to the Chair of the Audit Committee, who possesses delegated authority to act between Audit Committee meetings. The Chair will report any action he has taken under this delegated authority to the Audit Committee at its next regularly scheduled meeting and seek ratification of such approval. If any related party transaction inadvertently occurs before the Audit Committee has approved it, the Corporate Secretary will submit the transaction to the Audit Committee for ratification as soon as she becomes aware of it.reasonably practicable. If the Audit Committee does not ratify the transaction, it will direct for the transaction to be either rescinded or modified as soon as is practicable. The Corporate Secretary may delegate her duties under the policy to another officer of CryoLife if she gives notice of the delegation to the Audit Committee at its next regularly scheduled meeting.will direct management as to what action it proposes management take regarding the transaction.

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When reviewingconsidering a related party transaction, the Audit Committee will examine all factors it deems relevant. If the Corporate Secretary determines that it is not practicable or desirable to wait until the next Audit Committee meeting, she will submit the related party transaction for approval or ratification to a sub-committee of two members of the Audit Committee that possesses delegated authority to act between Audit Committee meetings. The Chair will report any action this sub-committee has taken under this delegated authority to the Audit Committee at its next regularly scheduled meeting.

The Audit Committee, or the sub-committee,Chair, will approve only those transactions that they have determined in good faith are in, or are not inconsistent with, the best interests of CryoLife and its stockholders.

The Corporate Secretary may delegate her duties under the policy to another officer of CryoLife if she gives notice of the delegation to the Audit Committee at a regularly scheduled Audit Committee meeting.

Review of Ongoing Transactions

At a meeting of the Audit Committee’sCommittee in the first meetingquarter of each fiscal year, the Audit Committee reviews all related party transactions other than those approved by the Compensation Committee as contemplated in the policy, that remainare ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from CryoLife of more than $50,000 annually. Based on all relevant facts and circumstances, taking into consideration the factors discussed above, the Audit Committee will determine whether it is, in, or is not inconsistent with, the best interests of CryoLife and its stockholders to continue, modify, or terminate the on-going related party transaction. Review of 2018 ongoing related party transactions is located atDirector Independence beginning on page 12.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serve, or served during fiscal 2016,2018, as a member of the compensation committee of any other company that has or had an executive officer serving as a member of our Board of Directors. None of our executive officers currently serve, or served during fiscal 2016,2018, as a member of the board of directors of any other company that has or had an executive officer serving as a member of our Compensation Committee.

Communication with the Board of Directors and Its Committees

Interested parties may communicate with the Board of Directors, the Presiding Director, the non-employee directors as a group, committee chairs, committees, and individual directors by directing communications to the Corporate Secretary, who will forward them as appropriate, unless they clearly constitute unsolicited general advertising.advertising or inappropriate material. Please send all communications in care of Jean F. Holloway, General Counsel and Corporate Secretary, CryoLife, Inc., 1655 Roberts Boulevard, NW, Kennesaw, Georgia 30144.

Availability of Corporate Governance Documents

You may view current copies of the charters of the Audit, Compensation, Corporate Governance, and Compliance Committees, as well as the Company’s Corporate Governance Guidelines and Code of Conduct, on the CryoLife website athttp://phx.corporate-ir.net/phoenix.zhtml?c=80253&p=irol-govHighlightsinvestors.cryolife.com/corporate-governance/governance-highlights.

Notwithstanding anything to the contrary set forth in any of CryoLife’s filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate other CryoLife filings, including this Proxy Statement, in whole or in part, neither of the following Reports of the Audit Committee and the Compensation Committee shall be incorporated by reference into any such filings.

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DIRECTOR COMPENSATION

Elements of Non-Employee Director Compensation

Annual Retainer and Committee Chair Fees

Each of the non-employee directors of CryoLife receives an annual cash retainer for service on the Board of Directors, service on committees of the Board of Directors, service as the Chair of the committees of the Board of Directors, and service as Presiding Director, as applicable and as noted in the table below. CryoLife pays all cash retainers on a prorated monthly basis. Currently, the Presiding Director is also the Chair of the Corporate Governance Committee, and he does not receive any additional compensation for his position as Chair of that committee.

Restricted Stock Grants

A portion of the non-employee directors’ annual compensation is issued as restricted stock. The shares of restricted stock are issued each year generally following the annual meeting of stockholders. With respect to 20162018 grants, the Compensation Committeeand Corporate Governance Committees recommended, and the Board of Directors approved a grant value of $100,000$125,000 per non-employee director and in May 2016,2018, the Compensation CommitteeCompany granted 8,7344,638 shares of restricted stock to each of the non-employee directors at the time of the grant, which will vest on May 15, 2017.24, 2019. In November 2016, Mr. BullockAugust 2018, Ms. Borgstrom was granted 3,0033,456 shares of restricted stock, pro-rated for hisher service from October 2016July 2018 to May 2017,2019, which will also vest on May 15, 2017.August 9, 2019. The size and terms of the grants are subject to annual reevaluationperiodic re-evaluation jointly by the Compensation Committee and the Corporate Governance Committee. All equity grants to non-employee directors in 20162018 were made pursuant to the CryoLife, Inc. Equity and Cash Incentive Plan.Plan (the “ECIP”). The non-employee director will forfeit any unvested portion of the award if he ceases to serve as a director, other than for specific reasons under certain reasonscircumstances as described within the CryoLife, Inc. Equity and Cash Incentive Plan.ECIP.

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Fiscal2018Director Compensation

The following table provides compensation information for the one-year period ended December 31, 2016,2018, for each person who was a member of our Board of Directors in 2016,2018, other than J. Patrick Mackin:

J. Patrick Mackin, Chairman, President, and Chief Executive Officer received no compensation in 20162018 for his services as a director of the Company, other than hisCompany. His compensation as an executive officer compensationof the Company is detailed in theSummary Compensation Table on page 38.37.

Director Stock Ownership Requirements

In November 2015, the Corporate Governance Committee approved a change to the non-employee director stock ownership requirements to five times the then current annual board service retainer for non-employee directors. All non-employee directors currently satisfy this standard, except Mr. BullockMs. Borgstrom, who only became a director in October 2016.July 2018. The Compensation Committee evaluatesand Corporate Governance Committees evaluate stock ownership requirements for non-employee directors on an annual basis.

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REPORT OF THE AUDIT COMMITTEE

The Board of Directors maintains an Audit Committee of three non-employee directors. The Board of Directors and the Audit Committee believe that the Audit Committee’s current member composition satisfies the rules of the NYSE that govern audit committee composition, including the requirement that all audit committee members be “Independent Directors” as that term is defined by Sections 303A.02 and 303A.06 of the NYSE Listing Standards and Rule 10A-3 promulgated under the Securities Exchange Act of 1934.

The Audit Committee oversees CryoLife’s financial processes on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements included in CryoLife’s Annual Report on Form 10-K for fiscal 20162018 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Board of Directors and the Audit Committee have adopted a written Audit Committee Charter. Since the first quarter of 2004, CryoLife has retained a separate accounting firm to provide internal audit services. The internal audit function reports directly to the Audit Committee and, for administrative purposes, to the Chief Financial Officer.

During the course of fiscal 2016,2018, management completed the documentation, testing, and evaluation of CryoLife’s system of internal controlcontrols over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept informed of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Ernst & Young LLP, CryoLife’s independent registered public accounting firm, at each regularly scheduled Audit Committee meeting. The Audit Committee also reviewed the report of management on internal controlcontrols over financial reporting contained in CryoLife’s Annual Report on Form 10-K for fiscal 2016,2018, as well as Ernst & Young LLP’s Reports of Independent Registered Public Accounting Firm included in CryoLife’s Annual Report on Form 10-K for fiscal 20162018 related to its audit of (i) CryoLife’s consolidated financial statements and (ii) the effectiveness of CryoLife’s internal controls over financial reporting. The Audit Committee continues to oversee CryoLife’s efforts related to CryoLife’s internal controls over financial reporting and management’s preparations for the evaluation thereof for fiscal 2017.2019.

The Audit Committee reviewed with Ernst & Young LLP, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of CryoLife’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. Ernst & Young LLP also provided to the Audit Committee the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence. The Audit Committee discussed with Ernst & Young LLP that firm’s independence from management and CryoLife.

The Audit Committee discussed with Ernst & Young LLP the overall scope and plans for its audit. The Audit Committee met with Ernst & Young LLP, with and without management present, to discuss the results of its examination, its evaluation of CryoLife’s internal controls, and the overall quality of CryoLife’s financial reporting.

Aggregate audit fees incurred for work performed by Ernst & Young LLP for the year ending December 31, 2016, were $1,083,000. SeeRatification of the Approval of the Independent Registered Public Accounting Firm beginning on page 62 for further details. The Audit Committee determined that any payments made to Ernst & Young LLP for non-audit services for 2016 were consistent with maintaining Ernst & Young LLP’s independence. In accordance with its Audit Committee Charter, CryoLife’s Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, specified tax services and other services.

In reliance on the reviews and discussions referred to above, the Audit Committee members did not become aware of any material misstatement in the audited financial statements and recommended to the Board of Directors that the audited financial statements be included in CryoLife’s Annual Report on Form 10-K for the year ended December 31, 20162018, for filing with the Securities and Exchange Commission. The Audit Committee has approved Ernst & Young LLP as CryoLife’s independent registered public accounting firm for fiscal 2017.2019.

This foregoing audit committee report is not “soliciting material”,material,” is not deemed “filed” with the SEC, and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing of ours under the Securities Act of 1933, as amended, or under the Exchange Act, except to the extent we specifically incorporate this report by reference.

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PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE COMPENSATION

CryoLife seeks a non-binding vote from its stockholders to approve the compensation paid to our named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion. This vote is commonly referred to as a “Say on Pay” vote because it gives stockholders a directan opportunity to express their approval or disapproval to the Company regarding its pay practices.

As discussed in detail in the Compensation Discussion and Analysis that follows, our executive compensation programs are designed to attract, retain, motivate, and motivate highly talented individuals who are committedreward executive talent that is capable of, and appropriately incented to, deliver on CryoLife’s visionshort and strategy. We strivelong-term growth and other strategic objectives and on CryoLife’s commitments to link executives’ pay to their performance and their advancement of CryoLife’s overall performance and business strategies, while also aligning the executives’ interests with those ofits stockholders, and encouraging high-performing executives to remain with CryoLife over the course of their careers.in particular, long-term value creation. We believe that the form and amount of compensation forwe provide our current named executive officers appropriately reflects their extensive management experience, continued high performance, and exceptional service to CryoLife and our stockholders.

We invite you to consider the details of our executive compensation program as disclosed more fully throughout this Proxy Statement. Regardless of the outcome of this “Say on Pay” vote, CryoLife welcomes input from its stockholders regarding executive compensation and other matters related to the Company’s success generally. We believe in a corporate governance structure that is responsive to stockholder concerns, and we view this vote as a meaningful opportunity to gauge stockholder approval of our executive compensation policies. Given the information provided in this Proxy Statement, the Board of Directors asks you to approve the following advisory resolution:

“Resolved, that CryoLife’s stockholders approve, on an advisory basis, the compensation paid to CryoLife’s named executive officers, as disclosed in this Proxy Statement.”

Required Vote

The votes cast for this proposal must exceed the votes cast against it in order for it to be approved. Accordingly, abstentions and broker non-votes will not be relevant to the outcome. As previously disclosed and approved by the stockholders, the Board of Directors currently submits a say on pay proposal annually; however, theannually. The annual frequency of that proposal isthis disclosure and approval was the subject of a vote of the stockholders at the Company’s 2017 Annual Meeting.Meeting and was supported by more than 77% of the stockholder votes.

The Board of Directors' Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION PAID TO CRYOLIFE’S NAMED EXECUTIVE OFFICERS.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the principles, objectives, and features of our executive compensation program as applied to our chief executive officer and the other executive officers included in the Summary Compensation Table of this Proxy Statement (collectively, our “named executive officers”). For 2016,2018, our named executive officers were:

EXECUTIVE SUMMARY

The Compensation Committee, referred to hereafter as the “Committee,” generally considers and approves executive compensation each year at its February meeting.a meeting held in the first quarter of the fiscal year. These compensation decisions take into account a variety of information and analyses, including alignment of compensation vehicles with the Committee’s compensation philosophy, prior-year Company and individual executive performance, current-year performance expectations, any changes in roles and responsibilities, and competitive market data provided by the Committee’s independent compensation consultant and by management.

20162017 Say on Pay Vote and 2018 Program Decisions

At CryoLife’s Annual Meeting of stockholders on May 18, 2016,17, 2017, over 93%81% of the stockholder votes cast were in favor of our named executive officers’ 2016 compensation. This advisory vote indicated strong stockholder support for the executive compensation program.

The Committee considered these 20162017 advisory vote results as it evaluated its compensation policies and made compensation decisions subsequent to last year’sthe 2017 Annual Meeting.Meeting. Based in part on this consideration, together with the individual executive’s performance and the Company’s actual and expected performance, as well as competitive market data provided by the Committee’s independent compensation consultant and by management, and after also considering recommendations from its independent compensation consultant and from management, the Committee decided not to makesignificant changes to the executive compensation programs during 2016.for 2018. The Committee also worked within the parameters of the CryoLife, Inc. Equity and Cash Incentive PlanECIP when making compensation decisions in February 2016.for 2018. The following is a summary of the Committee’s significant 2016decisions regarding named executive officer compensation decisions:for 2018:

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Pay-for-Performance Alignment

The Committee believes it has developed a compensation program that ensures that the interests of the Company’s executives are aligned with those of its stockholders by rewarding corporatestrongly linking executive compensation with Company and individualpersonal performance at levels necessarysuch that officers are incented to attain established business and individual performance goals.drive long-term value creation. The key pay-for-performance aspects of the executive compensation program are described below:

As described in this Proxy Statement, in 20162018 the executive compensation program effectively delivered pay-for-performance, as follows:

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Throughout this Proxy Statement, we refer to revenue, adjusted net income, and adjusted EBITDA. Adjusted net income and adjusted EBITDA adjusted inventory and accounts receivable – DSO. These are non-GAAP financial measures that reflect adjustments to similar measures reported under U.S. GAAP. Appendix A to this Proxy Statement provides certain required information regarding these non-GAAP measures, including a reconciliation to our audited U.S. GAAP financial statement measures for 2016,2018, as presented in our 20162018 Form 10-K filed on February 16, 2017.26, 2019.

ROLES AND RESPONSIBILTIES

Compensation Committee

The Committee determines and approves the compensation of CryoLife’s officers, including the named executive officers. The Committee is supported by the CEO, executive management, and an independent compensation consultant, who attends Committee meetings when invited and provides input and information as requested by the Committee. The Committee regularly meets in executive session without the CEO or any members of management present. Except as

otherwise noted, all 2016For 2018 the Committee made compensation decisions were recommended bybased on its own considerations and analyses, as well as recommendations from management or theand its independent compensation consultant and approved by the Committee.consultant. Our CEO does not make recommendations to the Compensation Committeeor Corporate Governance Committees or participate in Compensation or Corporate Governance Committee or Board meetings regarding his own compensation.compensation, except to discuss his own compensation with those Committees or the Board during his annual performance review.

Independent Compensation Consultant

The Committee has the authority to engage independent consultants, including independent compensation consultants, to assist with its responsibilities. With respect to general executive compensation decisions made during fiscal 20162018 and regarding 2018 compensation, the Committee appointedretained Willis Towers Watson & Co. (“Willis Towers Watson”) as its primary independent compensation consultant for general executive compensation matters. The independent compensation consultant reports directly to the Committee, is directed by the Committee, and provides only those services authorized by the Committee; it provides no other services to CryoLife. The independent compensation consultant generally performs an annual review of officer and non-employee director compensation, analyzes the relationship between officer, including our CEO, pay and Company performance, benchmarkscompares officer and non-employee director compensation against such compensation provided by appropriate comparator companies and industry standards, informs the Committee of emerging practices and trends, assists with special projects at the request of the Committee, and attends Committee meetings when invited. In February 2018, and again in February 2019, the Committee assessed the independence of Willis Towers Watson pursuant to applicable SEC and NYSE rules and concluded that Willis Tower Watson was independent and its work for the Committee did not raise any conflict of interest concerns.

COMPENSATION PHILOSOPHY AND OBJECTIVES

The Committee’s compensation philosophy is to provide competitive salariesattract, retain, motivate, and reward executive talent that has the capability to, officers and linkis appropriately incented to, deliver on the officers’ incentive compensation to the achievement of annualCompany’s short and long-term growth and other strategic objectives and on the Company’s commitments to its stockholders, in particular long-term value creation. To that end, the Company has designed the compensation program to align with corporate strategy and short-term and long-term objectives, achieve market competitiveness, emphasize pay for performance, goals relatedalign with stockholder interests, balance the interests of key stakeholders, and recognize the unique attributes specific to both personalCryoLife and Company performance without encouraging excessive or inappropriate risk taking.its executive team. Each primary component of compensation is intended to accomplish a specific objective,one or more of these objectives, as summarized in the following chart:

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COMPENSATION MIX

The Committee approves the primary components of the executive compensation program and generally intends for it to provide more variable pay opportunities than fixed pay opportunities and to provide moreplace significant weight on long-term incentive opportunities than short-term incentive opportunities. These objectives result in a pay program that aligns pay and performance. The following chart summarizes the target pay mix for the named executive officers for fiscal 2016:2018:

MARKET ANALYSIS

As part of its decision-making process, the Committee requests and reviews relevant and credible benchmarkmarket data regarding executive compensation levels, Company performance, and the relative relationship between executive pay and Company performance. However, the Committee views this data as one of many inputs in its decision-making process, which also includes other assessments of the Company’s performance, assessments of each executive’s performance, significant changes in roles and responsibilities, internal pay equity among executives, and retention considerations.

Each year, the Committee reviews and considers an officer compensation study prepared by its independent compensation consultant, additional compensation survey data provided by management, and internal equity information. The executive compensation study is generally completed in the fourth quarter of the year and is used to inform the Committee’s decisions regarding the subsequent year’s compensation. Accordingly, the relevant study and market information reviewed by the Committee with regard to 20162018 officer compensation was prepared in October 20152017 and presented to the Committee in the fourth quarter of 2015.2017. We refer to this study as the “2017 Study.” An updated in January 2016, asversion of the “2015 Study.”2017 Study was considered at the March 2018 Committee meeting. As in prior years, the 20152017 Study assessed both the competitiveness of pay levels and the alignment of pay with Company performance.

CRYOLIFE, INC.  |  2019 Proxy Statement

The Company’s 20162018 compensation peer group, which is described in more detail below, had median revenues, based on the latest figures available at the time the 20152017 Study was prepared, of $190$236 million and median market capitalization as of August 31, 2015,July 2017, of $566$846 million. In addition to using officer pay information as disclosed by companies in the compensation peer group, the 20152017 Study used survey data drawn from four compensation surveys of U.S. companies, including biotech and healthcare companies, with targeted revenues of $150$200-250 million, in order to approximate the Company’s annual revenue.estimated revenue for 2018. With respect to all named executive officers included in the 20152017 Study, the data in the study was an even blend of the 20162018 peer group and the survey information. In each case, Willis Towers Watson trended the compensation data forward to January 1, 20162018 by a factor of 3.0%. We refer to the blended 20162018 peer group and survey compensation data for all named executive officers as the “2016“2018 Peer Group Information.”

The following peer companies were used for the 20152017 Study:

The following survey sources were used in the 20152017 Study:

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Both the peer companies and survey sources were recommended by Willis Towers Watson, the Committee’s independent compensation consultant at that time, and approved by the Committee. In approving the peer group, the Committee considered the fact that each company is (or was at the time) publicly-traded, operates in a similar industry, wasis similar in size, scope, and complexity and is representative of our pool for executive talent. The Committee also concluded that each one wasthe companies are (or were at the time) within a reasonable range of CryoLife’s historical, current, and projected revenues. Nonetheless, the Committee reviews and considers changes to the peer group and survey sources in connection with each year’s study. This is done to ensure that the peer group and survey sources continue to reflect the most appropriate reference points for CryoLife.

CRYOLIFE, INC.  |  2019 Proxy Statement

2018 COMPENSATION COMPONENTS

The primary components of CryoLife’s executive compensation program are base salary, short-term incentives, and long-term incentives. CryoLife also provides executives with tax-deferred savings opportunities, participation in Company-wide benefits programs, and limited perquisites.

20162018 Base Salary

The Committee generally reviews base salary levels each February as part of its overall review and approval of the executive compensation program. Based on its review in late 20152017 and early 2016,2018, the Committee determined it appropriate to increase somenamed executive officers’ base salaries, on average, by 4% above 20152017 levels.

Analysis

The 20152017 Study of peer group base salaries found our named executive officer salaries to be within a competitive range of 89-115%97-110% of the median of their peer group. Based on input from management and in consultation with Willis Towers Watson, the Committee approved merit increases for 20162018 for most of ourall officers, basing such approvals on cost of livingranging from 3% to 5%, with named executive officer raises ranging from 3.1% to 5%. In approving salary increases to named executive officers, the Committee considered current market positioning, both individual and individualCompany performance considerations, as well asduring 2017, and the Company’s 2015 business performance.overall salary increase budget for employees.

20162018 Short-Term Incentives

The Committee approved the 20162018 short-term incentive program (the “2016“2018 Cash Bonus Plan”) in February 2016.March 2018, with the understanding that in the absence of an agreement between the Company and the executive, the Committee could alter the 2018 Cash Bonus Plan at any time. The 20162018 Cash Bonus Plan provides for the same performance measures (adjusted for projected changes in 20162018 levels of revenue and adjusted net income), and the same design as the 2017 program, with increased target incentive opportunities from the 2017 program for the CEO and samethe Senior Vice Presidents. The CEO’s target incentive opportunity increased from 85% of his base salary to 100% of his base salary and the Senior Vice Presidents’ target incentive opportunity increased from 45% of their base salaries to 50% of their base salaries (other than the Senior Vice President, Global Sales and Marketing, whose target incentive opportunity was already 50% of his base salary). The target incentive opportunity for the Executive Vice President, COO, and CFO remained the same from 2017 to 2018 at 60% of his base salary. The increase in opportunity for certain executives reflects the impact of the increased size, scope, and business complexity of the Company following its acquisition of JOTEC AG, and the impact of those increases upon market competitiveness, as well as the 2015 program.Committee’s ongoing assessment of Company performance.

In March 2016, the Committee approved a plan that we refer to as our “Umbrella Plan” for the primary purpose of ensuring tax deductible treatment for the Company for awards made to certain key executives, including each of our named executive officers, under the 2016 Bonus Plan. The 2016 Bonus Plan operates within the Umbrella Plan so that certain compensation to our named executive officers and other participants in our Umbrella Plan may qualify as “performance-based compensation” and therefore be tax deductible under Section 162(m) of the Internal Revenue Code (“Section 162(m)”).Analysis

The Umbrella Plan establishes a thresholdchart below shows the performance requirement that the Company must meet in ordermetrics set for the participants to earn a bonus under the 20162018 Cash Bonus Plan. For fiscal 2016, the Company needed to achieve adjusted net income of at least $17,245,000 in order for awards to be made to officers named in the Umbrella Plan. If this threshold performance requirement is met, each named officer may be eligible under the plan to receive up to 200% of his or her base salary as additional cash incentive during FY 2016 (including but not limited to the cash bonus granted under the 2016 Bonus Plan). No cash compensation is actually earned under the Umbrella Plan – rather it is a cap applied to all non-base salary cash compensation granted to an officer named in the Umbrella Plan for work during the named fiscal year. The Committee has discretion to award less than 200% of base salary to officers named in the Umbrella Plan, it may not grant more while still receiving the tax treatment secured by the Umbrella Plan. Accordingly, after the end of the fiscal year, the Committee may adjust any amounts earned under the 2016 Bonus Plan downward should they result in the officer exceeding the 200% of base salary cap established in the Umbrella Plan, in an effort to make the entire amount paid to such officer under the 2016 Bonus Plan performance-based compensation properly deductible under Section 162(m).Plan:

See Appendix A to this Proxy Statement for further details regarding the revenue and adjusted net income performance measure and the reconciliation of that measure to net income as reported for purposes of U.S. GAAP.

AnalysisCRYOLIFE, INC.  |  2019 Proxy Statement

Upon review and consideration, the Committee believed that the performance measures of revenue and adjusted net income used in the 20162018 short-term incentive program would motivate management to achieve increases in 20162018 revenues and adjusted net income, and operating cash flow goals, as well as to drive personal performance and provide appropriate incentives to satisfy employee retention goals.incentives. As a result, the Committee approved the same revenue and adjusted net income measures (as adjusted for 20162018 forecast results) that it used with respect to 20152017 for use in the 20162018 Cash Bonus Plan.Plan, with the increased target payouts as previously discussed.

The Committee believed that 20162018 revenue and adjusted net income thresholdthresholds and target performance levels were challenging, but expected them to be achieved.challenging. The 20162018 revenue and adjusted net income targets are within the range of 20162018 product and service revenue guidance previously publicly announced by CryoLife.

For 2016,2018, the performance measures and weights for the short-term incentive program remained the same as in 2015,2017, with a 100% payout for performance at target levels, a 140% total cap on payout for performance, and the following additional primary features:

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The performance ranges are generally narrow relative to the payout ranges in order to focus executives on achieving business performance goals in a manner consistent with business plans and communicated guidance.

Analysis – Program Design

In arriving at its decision to approve the 20162018 short-term incentive program design, measures, and goals, the Committee took into consideration the following factors and analyses:following: