UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant [X]

Filed by a party other than the Registrant [   ]

Check the appropriate box:

CRYOLIFE, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

1655 ROBERTS BOULEVARD, NW
KENNESAW, GEORGIA 30144
____________________________

NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT

March 31, 202030, 2021

To Our Stockholders:

On behalf of the Board of Directors, we invite you to attend the Annual Meeting of Stockholders of CryoLife, Inc. on May 20, 202019, 2021 at 9:00 a.m., EDT. DueWe have adopted a virtual only format for our Annual Meeting this year, due to the continuing health and safety concerns from the coronavirus (COVID-19) outbreakpandemic and our successful use of the increasingly severe protocols that federal, state, and local governments have imposed, we have adopted a virtual only format for our Annual Meeting this year.at last year’s annual meeting. The Annual Meeting of Stockholders will be held this year as a virtual only meeting, accessible at the following website address: www.virtualshareholdermeeting.com/CRY2020https://web.lumiagm.com/295739807. We currentlyAfter this year’s Annual Meeting, we intend to resumeevaluate the best method for holding in-person meetings for our 2021 annual stockholder meeting and thereafter, assuming normal circumstances.going forward.

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 during the Annual Meeting.

It is important that your shares be represented during the Annual Meeting. Whether or notYOUR VOTE IS IMPORTANT. Regardless of whether you plan to attend the virtual Annual Meeting, we request that you please take a few minutes now and follow the instructions provided on the Notice or proxy card 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 virtually and vote your shares during the meeting.meeting online. If you wish to participate in the meeting, you will need to have your 16-digit Control Number included on your Notice or your proxy cardcontrol number to join the meeting.

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

Sincerely,

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

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

CRYOLIFE, INC. | 20202021 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 on May 20, 2020,19, 2021, at 9:00 a.m., EDT. Due to health and safety concerns fromLike last year, the coronavirus (COVID-19) outbreak and increasingly severe protocols that federal, state, and local governments have imposed, we have adopted a virtual format for our Annual Meeting this year. The Annual Meeting of Stockholders will be held as a virtual only meeting,meeting. The Annual Meeting will be accessible at the following website address: www.virtualshareholdermeeting.com/CRY2020,https://web.lumiagm.com/295739807, for the following purposes:

Only record holders of CryoLife’s common stock at the close of business on March 11, 2020,10, 2021, will be eligible to vote during the Annual Meeting. Your attendance during 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 or proxy card 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 20, 2020.19, 2021. 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 Annual Meeting notice, Proxy Statement, and our 20192020 Annual Report to Stockholders, on the internet athttp://www.proxyvote.comwww.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

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

Date: March 31, 202030, 2021

An electronic copy of CryoLife’s 20192020 Annual Report to Stockholders, which includes CryoLife’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2020, containing financial statements, is available via the proxy information website provided on your proxy Notice or proxy card.

CRYOLIFE, INC. | 20202021 Proxy Statement

TABLE OF CONTENTS

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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 11, 2020,10, 2021, the record date, for the solicitation of proxies by the Board of Directors of CryoLife, Inc. (“CryoLife,” the “Company,” “we,” “our,” or “us”) for CryoLife’s Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 20, 2020,19, 2021, at 9:00 a.m., EDT. The Annual Meeting will be held virtually only at the following web address: www.virtualshareholdermeeting.com/CRY2020.https://web.lumiagm.com/295739807. The voting of shares will not affect a stockholder’s right to attend the Annual Meeting. A paper proxy that is signed may be changed 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 31, 2020.30, 2021. CryoLife is providing notice of the Annual Meeting and access to the Proxy Statement and Annual Report via the “Notice and Access” method.

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

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PROPOSAL ONE – ELECTION OF DIRECTORS

Directors of CryoLife elected during the Annual Meeting to be held on May 20, 2020,19, 2021, will hold office until the next annual meeting, until their successors are duly 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 11, 2020,10, 2021, 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.

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Director Nominee Qualifications and Biographical Information

Thomas F. Ackerman has served as a director of CryoLife since December 2003. Until February 2017, Mr. Ackerman served as a consultant to Charles River Laboratories International, Inc. (NYSE: CRL) (“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. Until early 2016, Mr. Ackerman served as a Senior Financial Advisor of Charles River Laboratories, a position he held since August 2015. From 2005 to 2015, he served as Executive Vice President and

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Chief Financial Officer of Charles River Laboratories. From 1999 to 2005, he served as Senior Vice President and Chief Financial Officer of Charles River Laboratories. Mr. Ackerman served as Vice President and Chief Financial Officer of Charles River Laboratories from 1996 to 1999, where he was 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 Accountant in 1979. Mr. Ackerman’s license is currently inactive.

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., a company that developed, manufactured and marketed medical devices used primarily for the treatment of patients suffering from sleep and respiratory disorders. He was employed by Respironics beginning in 1988. In March 2008, Respironics was acquired by Royal Philips Electronics (NYSE: PHG) (“Philips”), whose businesses included 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 Accountant with Ernst & Young LLP. Mr. Bevevino’s 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. 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 healthcare performance improvement company, the Coalition to Protect America’s Healthcare, and the Healthcare Institute. Ms. Borgstrom received her Bachelor of Arts from Stanford University andaMastersand a 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 as a senior executive leading a large, complex organization in the healthcare sector.

James W. Bullock has served as a director of CryoLife since October 2016. Mr. Bullock previously 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, until January 2018, when RTI Surgical, Inc. (NASDAQ:(formerly 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 Corporation (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: 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 Baxter Healthcare,International, 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 several private companies. Currently, in addition to CryoLife’s Board of Directors, Mr. Bullock also serves as Chairman of the board of directors of Stimdia, Inc., a privately-held 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, CardioNxt, Inc.,

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a private health company, and CardioNxt,Intershunt Technologies, 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 senior leadership experience in the global medical device industry.

Jeffrey H. Burbank has served as a director of CryoLife since October 2017. Mr. Burbank is the Chief Technology Officer at Fresenius Medical Care North America, a division of Fresenius Medical Care AG & Co. (NYSE: FMS), the world’s largest provider of products and services for individuals with renal diseases. Prior to that, Mr. Burbank served as Chief Executive Officer and a member of the board of directors of NxStage Medical, Inc. (formerly NASDAQ: NXTM)

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(“ (“NxStage Medical”), 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. 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. Mr. Burbank has over 30 years of senior leadership experience in the medical device industry, developing, marketing, and manufacturing products for end-stage renal disease patients. During his career he has been an inventor on over 50 U.S. patents for medical devices. Mr. Burbank received a B.S. in Industrial Engineering from Lehigh University.

The Board of Directors has determined that Mr. Burbank should serve as a director of CryoLife because of his business acumen and substantial global senior leadership experience in the global medical device industry.

J. Patrick Mackin was 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 25 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 plc (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, sincefrom July 2018.2018 until November 2020, when Wright Medical Group N.V. was acquired by Stryker Corporation (NYSE: SYK). 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 senior leadership experience in the global 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, theThe 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, from 2007 to 2015, when Family Dollar Stores, Inc. was acquired by Dollar Tree Inc. (NASDAQ: DLTR), and Cybex International, Inc. (NASDAQ: CYBI), a leading manufacturer of premium exercise equipment, from 2003 to 2013. Mr. Morgan received his undergraduate degree from the University of North Carolina at Chapel Hill and an MBA from the Harvard Business School.

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The Board of Directors has determined that Mr. Morgan should serve as a director of CryoLife because of his extensive business experience, including in the healthcare sector, 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 Sandler Companies (NYSE: PIPR) (“Piper Sandler”), formerly Piper Jaffray Companies, a U.S. investment bank and asset management firm. Mr. Salveson has served in his present position as Vice Chairman, Investment Banking since July 2010. Mr. Salveson was appointed Global Head of Investment Banking and a member of the Executive Committee of Piper Jaffray in 2004. 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 also serves on the Board of Directors of CHF Solutions, Inc. (NASDAQ: CHFS), an early-stage medical device company, andcompany. Mr. Salveson recently served on the board of Asklepios

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Biopharmaceuticals, Inc., a private company specializing in gene therapy technologies.technologies, which was acquired by Bayer AG (ETR: BAYN) in 2020. 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 broad and deep experience in the healthcare industry and the medical technology sector, and, particularly, his extensive experience in strategic advisory roles for global healthcare companies in hundreds of transactions.

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 nine directorships to be filled, this means that the nine 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 THE nine NOMINEES FOR DIRECTOR LISTED IN THIS PROPOSAL ONE.

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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

Our Board of Directors believes that the purpose of corporate governance is to serve the interests of the Company and the Company’s stockholders in a manner that is consistent with the Board of Director’s fiduciary duties and the 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 2020,March 2021, and based on the information available to it, the Board of Directors determined that none of Ms. Borgstrom or Messrs. Ackerman, Bevevino, Bullock, Burbank, McCall, Morgan, or Salveson, has or had a material relationship with CryoLife, and that each qualified as an independent director under NYSE Listing Standards.

In addition to qualifying as “independent” within the meaning of Section 303A.02 of the NYSE Listing Company 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 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.

In addition to qualifying as “independent” within the meaning of Section 303.A02303A.02 of the NYSE Listing Standards, each member of the Audit Committee must also meet the criteria of Section 303.A06303A.06 and Rule 10A-3 promulgated under the Exchange Act.

Since 2005,Ms. Borgstrom has served as the CEO of Yale New Haven Health.Health since 2005. Prior to that date, Ms. Borgstrom held various senior leadership positions at Yale New Haven Health. In 2019,2020, Yale New Haven Health paid CryoLife $341,000$454,666 for tissue preservation services and BioGlue and On-X products, and we expect this relationship to continue. These purchases were made on an arm’s-length bases.basis. The Board of Directors considered thisthese transactions and relationship and determined that Ms. Borgstrom’s relationship with Yale New Haven Health is not material to her independence as a material relationship that coulddirector of CryoLife, and Yale New Haven Health’s purchase of CryoLife services and products does not impair herMs. Borgstrom’s independence as a director of CryoLife.

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, theThe Board of Directors also 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 2005.2005 and has held this position continuously since then until March 2021, when Mr. McCall stepped down from this role and the Board appointed Mr. Burbank as Presiding Director. 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. McCallThe Presiding Director 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, and has the authority to call meetings of the independent directors. Stockholders can seek to directly consult with independent directors.

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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

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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,information security, liquidity, risks, and operational risks.operational. In its risk oversightrisk-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.

In particular, the Compensation Committee is responsible for ensuring that our 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, is primarily responsible for oversight of our internal controls, operation of our internal audit, risk assessment and risk management, including cyberinformation security oversight, and various financial and compliance functions. The Audit Committee’s information security oversight responsibilities include responsibility for overseeing the Company’s global information security and information technology risks, controls, and procedures and utilizing independent cyber-security auditors to support that function where appropriate. More detail regarding the Audit Committee’s oversight of information security is located in the Report of the Audit Committee at page 20. The 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.directors, and that senior management is comprised of qualified executive officers. The Compliance 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, the Compliance Committee also exercises oversight of our compliance with certain laws and regulations, such as the European Union General Data Protection Regulation (“GDPR”) and the United States Foreign Corrupt Practices Act, and such policies as our Code of Conduct.

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

During 2019,2020, 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 nineeighteen meetings during 2019.2020, a number of which were to address the challenges posed by the COVID-19 pandemic. All of the then-current members of the Board of Directors attended the 20192020 Annual Meeting of Stockholders.Stockholders, which was held virtually due to the COVID-19 pandemic. The Company does not have a policy requiring directors to attend the annual meeting, but attendance isit strongly encouraged.encourages such attendance.

Standing Committees of the Board of Directors; Committee Assignments

During 2019,2020, the Board of Directors had four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance Committee, and the Compliance Committee. In 2019,2020, the Audit Committee met eleveneight times, the Compensation Committee met eightnine times, the Corporate Governance Committee metsix eight 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. TheseThere were also several special committees of the Board of Directors that met in 2020, including but not limited to a special transaction committee that met once to consider a potential acquisition and a special pricing committee that met twice to consider adoption of a financing instrument.

The four standing 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:

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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,Ackerman, Chair, Mr. Ackerman,Bevevino and Mr. Bevevino,Morgan, each of whom served on the Audit Committee for all of 2019.2020. Mr. Morgan served as Chair for all of 2020 and until Mr. Ackerman was appointed Chair in March 2021. 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 by the Securities and Exchange Commission (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 partyrelated-party transactions. See Policies and Procedures for Review, Approval, or Ratification of Transactions with Related Parties beginning on page 16; see also the Report of the Audit Committee on page20.

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.Committee:

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 three non-employee directors: Mr. Bevevino, Chair, Mr. Ackerman, and Mr. McCall, each of whom served on the Compensation Committee for all of 2019.2020. Each member of the Compensation Committee meets the independence requirements of Sections 303A.02(a)(i) and (ii) of the current NYSE Listing Standards and 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 the performance of officers, including the CEO, and setting the annual compensation for them. Act.

The Compensation Committee also oversees the issuance of stock options, restricted stock awards, restricted stock units, performance stock units, and other stock rights and cash incentives under CryoLife’s stock and incentive plans. In conjunction with the Corporate Governance Committee and Board of Directors, the Compensation Committee approves severance arrangements for officers. 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, and together with the Corporate Governance Committee, annually reviews the CEO’s objectives and performance, recommends changes thereto, and sets the CEO’s compensation package. Committee:

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SeeCompensation Discussion and Analysis on page 2223 for information concerning the Compensation Committee’s role, processes, and activities in overseeing executive compensation.

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 firmconsultant that may assist it in its decisions.advises the Compensation Committee.

Corporate Governance Committee — The 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,Burbank, Chair, Mr. Bullock, Mr. Burbank,McCall, and Mr. Salveson, each of whom served on the Corporate Governance Committee for all of 2019.2020. Mr. McCall served as Chair for all of 2020 and until Mr. Burbank was appointed Chair in March 2021. 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, its committees, and individual directors. 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 sets 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 CorporateCommittee:

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Recommends potential candidates for the Board of Directors;

CRYOLIFE, INC. | 2020 Proxy Statement

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Oversees the annual self-evaluations of the Board of Directors, its committees, and individual directors;

Governance Committee also reviews

Compliance Committee — The Compliance Committee operates under a written charter that sets out the committee’s functions and responsibilities. The Compliance Committee currently consists of four non-employee directors: Mr. Salveson, Chair, Ms. Borgstrom, Mr. Bullock, and Mr. Morgan. Ms. Borgstrom and Messrs. Salveson, Bullock, and Morgan each served on the Compliance Committee for all of 2019.2020. 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 periodic reports from the Company’s senior management regarding quality and 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 policies with respect to GDPR and the United States Foreign Corrupt Practices Act.Committee:

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

Stockholders may recommend potential candidates for director to the Corporate Governance Committee. The policy of the Corporate Governance Committee is to give the same consideration to nominees recommended by stockholders that it gives to individuals whose names are submitted by management or 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 consideringreviewing a potential candidate,

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the Corporate Governance Committee considers, among other things, demonstrated character, judgment, relevant business, functional, and industry experience, degree of intellectual and business acumen, and, when contemplating overall board diversity, ethnicity, race, and 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 backgrounds and viewpoints. The Corporate Governance Committee’s process for identifying and evaluating nominees typically involves consideration of external candidates, including self-nominees, upon a seriesvacancy or at its meeting held in the first quarter of the year, and where appropriate, internal discussions, review of information concerning candidates, and interviews of selected candidates. From time to time, we havethe Committee has 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 20202021 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 at Communication with the Board of Directors and its Committees on page 17.

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 resign.

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

In March 2021, the Board of Directors adopted a policy requiring that CryoLife directors not stand for re-election at the first annual meeting after they reach the age of 75 years. The Board waived this requirement for Mr. McCall and Mr. Morgan for the 2021 Annual Meeting, as they have served as the Chairs of the Corporate Governance Committee and the Audit Committee, respectively, for many years through March 2021, when the Board appointed new Chairs for those Committees. The Board found it in the best interest of the Company to retain Mr. McCall’s and Mr. Morgan’s institutional knowledge during this transition of leadership of two of our four standing Committees. Mr. McCall and Mr. Morgan intend to retire from the Board prior to the 2022 Annual Meeting, which has already been publicly disclosed.

CryoLife, Inc. Code of Conduct

CryoLife has established a Code of Conduct thatthat: clarifies the Company’s standards of conduct, including in potentially challenging situations; makes clear that CryoLife expects all employees, executive 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.

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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 at http://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,

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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 executive 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 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 reasonably practicable. If the Audit Committee does not ratify the transaction, the Audit Committee will direct management as to what action it proposes management take regarding the transaction.

When considering a related party transaction, the Audit Committee will examine all factors it deems relevant. The Audit Committee, or the 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 in the first quarter of each fiscal year, the Audit Committee reviews all related party transactions that are 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, 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 20192020 ongoing related party transactions is located at Director Independence beginning on page 12.

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Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serve, or served during fiscal 2019,2020, 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 2019,2020, 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 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.

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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 at http://investors.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.

DIRECTOR COMPENSATION

Elements of Non-Employee Director Compensation

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 2020 grants, the Compensation and Corporate Governance Committees recommended, and the Board of Directors approved, a grant value of $130,000 per non-employee director, and in June 2020, the Company granted 5,667 shares of restricted stock to each of the non-employee directors at the time of grant, which will vest on June 1, 2021. The size and terms of the grants are subject to periodic re-evaluation jointly by the Compensation and the Corporate Governance Committees. All equity grants to non-employee directors in 2020 were made pursuant to the CryoLife, Inc. 2009 Equity and Cash Incentive Plan, as amended (the “2009 ECIP”). The non-employee director will forfeit any unvested portion of the award if s/he ceases to serve as a director, other than for specific reasons under certain circumstances as described within the 2009 ECIP.

Board of Directors’ Retainer and Committee Chair and Membership Fees

Absent exceptional circumstances, every other year, the Compensation and Corporate Governance Committees each consider whether to make adjustments toadjust non-employee director compensation and recommend those adjustments, if any, to the Board of Directors.

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.

Due to the COVID-19 pandemic and the Board of Directors’ desire to demonstrate its alignment with stockholder interests and to contribute to the efforts to mitigate the potential adverse impact of the COVID-19 pandemic on the Company’s cash position, in April 2020, the Compensation and Corporate Governance Committees approved the substitution of restricted stock awards for cash retainers due to non-employee directors for the period April 1, 2020 through September 30, 2020. The Committees approved an award of restricted stock for each non-employee director valued at the same amount as each director’s suspended cash retainer. The restricted stock was granted on May 5,

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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 2019 grants, the Compensation and Corporate Governance Committees recommended, and the Board of Directors approved, a grant value of $125,000 per non-employee director and in May 2019, the Company granted 4,163 shares of restricted stock to each of the non-employee directors at the time of grant, which will vest on May 16, 2020. The size and terms of the grants are subject to periodic re-evaluation jointly by the Compensation and the Corporate Governance Committees. All equity grants to non-employee directors in 2019 were made2020, pursuant to the CryoLife, Inc. Equity2009 ECIP, and Cash Incentive Plan (the “ECIP”). Thewill vest one-year after grant date. For this award as well, the non-employee director will forfeit any unvested portion of the award if s/he ceases to serve as a director, other than for specific reasons under certain circumstances as described within the 2009 ECIP.

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CRYOLIFE, INC. |Fiscal 2020 Proxy Statement

Fiscal 2019 Director Compensation

The following table provides compensation information for the one-year period ended December 31, 2019,2020, for each person who was a member of our Board of Directors in 2019,2020, other than J. Patrick Mackin:

J. Patrick Mackin, Chairman, President, and Chief Executive Officer received no compensation in 20192020 for his services as a director of the Company. His compensation as an executive officer of the Company is detailed in the Summary Compensation Table on page 41.42.

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 Ms. Borgstrom, who became a director in July 2018.standard. The Compensation and Corporate Governance Committees generally evaluate stock ownership requirements for non-employee directors on a biennial 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 each audit committee member 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 and the Company’s cyberinformation security preparedness 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 20192020 and discussed them 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 2019,2020, management completed the documentation, testing, and evaluation of CryoLife’s system of internal controls over financial reporting and the associated information security preparedness 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 controls over financial reporting contained in CryoLife’s Annual Report on Form 10-K for fiscal 2019,2020, 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 20192020 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 2020.2021.

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 and management 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.

In connection with its review of CryoLife’s accounting and financial controls, the Audit Committee discusses with management on a quarterly basis the adequacy of CryoLife’s information security preparedness and the types of information security risks, controls, and procedures and any related issues that could affect the adequacy of CryoLife’s internal controls or general operations, including as they relate to information security. Assessments of CryoLife’s information security program, including evaluations about its policies, procedures, infrastructure, access control, and change management, were performed by the independent external auditing firms Ernst & Young LLP, Hancock Askew & Co., LLP, and RWT Crowe GmbH. Additionally, during fiscal 2020, CryoLife engaged the information security consulting firm FireEye, Inc. to perform an assessment of CryoLife’s information security program against industry standards in response to a security breach in Q4 2019 and CryoLife thereafter implemented enhanced programs, procedures, and information security training and global testing.

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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, 2019,2020, 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 2020.2021.

Audit Committee

HARVEY MORGAN, CHAIR
THOMAS F. ACKERMAN, CHAIR
DANIEL J. BEVEVINO
HARVEY MORGAN

This foregoing audit committee report is not “soliciting 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 the Company’s under the Securities Act of 1933, as amended, or under the Exchange Act, except to the extent the Company specifically incorporates this report by reference.

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PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE OFFICER 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 an opportunity to express their approval or disapproval to the Company regarding its executive officer pay practices.

As discussed in detail in the Compensation Discussion and Analysis that follows, our executive officer compensation programs are designed to attract, retain, motivate, and reward executive officer talent that is capable of, and appropriately incented to, deliver on CryoLife’s short and long-term growth and other strategic objectives and on CryoLife’s commitments to its stockholders, in particular, long-term value creation. We believe that the form and amount of compensation we provide to our current named executive officers appropriately reflects their extensive management experience, continued high performance, and exceptional service to CryoLife and our stockholders.

During 2020, the COVID-19 pandemic had the potential to cause a significant negative impact on the Company’s business and employees, and agile, resilient, and effective leadership from management was necessary to reduce this potential. The Compensation Committee considered throughout the year how to incent such leadership and retain key leaders, while acknowledging the adverse impact of the pandemic on the Company’s performance against the financial metrics selected in early 2020 for performance-based compensation. To facilitate stockholders’ review of the executive officer compensation program, we are providing the initial program and the performance and payouts related thereto, as well as any adjustments to the program and the performance and payouts that resulted and were actually paid.

We invite you to consider the details of our executive officer 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 officer compensation and other matters generally related to the Company’s success generally.success. 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 officer 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. The annual frequency of this disclosure and approval was the subject of a vote of the stockholders at the Company’s 2017 Annual Meeting and was supported by more than 77% of the stockholder votes. It will be up for consideration again by the stockholders at the Company’s 2023 Annual Meeting.

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 named executive officers included in the Summary Compensation Table of this Proxy Statement (collectively, our “Named Executive Officers” or “NEOs”). For 2019,2020, our NEOs were:

EXECUTIVE SUMMARY

The Compensation Committee, referred to hereinafter as the “Committee,” generally considers and approves executive officer compensation each year at 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 officer 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.

20182019 Say on Pay Vote and 20192020 Program Decisions

At CryoLife’s Annual Meeting of Stockholders on May 23, 2018,15, 2019, over 86%96% of the stockholder votes cast were in favor of our NEOs’ 20172018 compensation. This advisory vote indicated strong stockholder support for the executive officer compensation program, which was used to determine NEO compensation.

The Committee considered these 20182019 advisory vote results as it evaluated its compensation policies and made compensation decisions subsequent to the 20182019 Annual Meeting. Based in part on this consideration, together with the individual executive’sexecutive officer’s performance, retention considerations, and the Company’s actual and expected performance, as of February 2020, 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 during the first quarter of 2020 to make only very modest adjustments to the existing annualreplicate its 2019 executive officer compensation programs for 2019.2020 with some modest adjustments.

The negative effects of the COVID-19 pandemic on the Company’s business became more pronounced in the second quarter of 2020 and then again in the fourth quarter of 2020, which ultimately resulted in the original performance targets not being met, absent adjustments for the impact of COVID-19, which were challenging to measure with precision. The Committee addedtherefore began to consider if and how to adjust performance metrics and/or targets to continue to incent the highest levels of performance from management during a new 5-year performance-based equity award, as discussed in more detail below.critical time and to also retain members of management who are key to the continued successful performance of the Company. The following is a summary of the Committee’s significant decisions made in February 2020 regarding NEO compensation for 2019:2020:

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received an increase of 10% above her 2020 target equity value, resulting in a 2020 adjusted target equity value of $440,000; and Mr. Davis received an increase of 5% above his 2020 target equity value, resulting in a 2020 adjusted target equity value of $420,000;

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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,executive officers, including its NEOs, are aligned with those of its stockholders by strongly linking executive officer compensation with Company and personal performance at levels such that executivesexecutive officers are incented to drive long-term value creation. The key pay-for-performance aspects of the executive officer compensation program are described below:

As described in this Proxy Statement, in 20192020, the executive officer compensation program effectively delivered pay-for-performance, as follows:

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Incentive Plan Adjustments

As discussed above, the Company established financial metrics and targets for the cash bonus program as well as the performance stock unit awards in February 2020, before the potential impact of the COVID-19 pandemic on the Company’s operations and financial performance could be evaluated. Beginning in March 2020, and over the course of several meetings over the rest of 2020, the Committee considered and evaluated the pandemic’s impact on the achievement of the metrics utilized in the incentive plans, as well as the continued uncertainty regarding the COVID-19 pandemic’s longevity, scope, and impact as communicated by global medical, economic, and political leaders. During this period, the Committee considered the most appropriate way to manage its compensation programs to ensure that the interests of the Company’s executive officers remained aligned with those of its stockholders.

The Committee determined that the appropriate approach would be to use discretion in considering performance against additional strategic goals and applying informal guidelines in determining the funding level for the cash bonus and the number of performance shares that could be earned. While other options were considered, including establishing new targets for the existing plans that only accounted for reduced periods of 2020 performance and modifying the existing plan targets, the Committee determined, due the continued uncertainty regarding the pandemic, to instead rely on its business judgment. The Committee discussed with management the informal guidelines it would consider when exercising such discretion to make such adjustments, which are described in more detail in this Proxy Statement.

Throughout this Proxy Statement, we refer to revenue, adjusted net income, and adjusted EBITDA. Adjusted net income and adjusted EBITDA reflect adjustments to 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 2019,2020, as presented in our 20192020 Form 10-K filed on February 19, 2020.23, 2021.

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ROLES AND RESPONSIBILITIES

Compensation Committee

The Committee determines and approves the compensation of CryoLife’s executive officers, including the NEOs. The Committee is supported by the CEO, other executive officer management, and an independent compensation consultant. The 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. For 2019,2020, the Committee made compensation decisions based on its own considerations and analyses, the compensation philosophy of the Committee, as well as on information provided by and recommendations from management and the Committee’s independent compensation consultant. Our CEO does not exercise any decision-making authority over his own compensation or participate in Compensation or Corporate Governance Committee or Board meetings regarding his own compensation, except to discuss his own performance and 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 officer compensation decisions made during fiscal 20192020 and regarding 20192020 compensation, the Committee retained Willis Towers Watson & Co. (“Willis Towers Watson”) as its primary independent compensation consultant for general executive officer 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. The independent compensation consultant provides no other services to CryoLife. The independent compensation consultant generally performs an annual review of officer and biennial review of non-employee director compensation, analyzes the relationship between executive officer pay, including that of our CEO, and Company performance, compares executive officer and non-employee director compensation against such compensation of 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 2019,2020, and again in February 2020,2021, the Committee assessed the independence of Willis Towers Watson pursuant to applicable SEC and NYSE rules and concluded that Willis Towers Watson was independent and its work for the Committee did not raise any conflict of interest concerns.

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COMPENSATION PHILOSOPHY AND OBJECTIVES

The Committee’s compensation philosophy is to attract, retain, motivate, and reward executive officer talent that has the capability, and is appropriately incented, to deliver on the Company’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, align with stockholder interests, balance the interests of key stakeholders, incent management to address unforeseen challenges that might otherwise reduce an executive officer’s compensation, and recognize the unique attributes specific to CryoLife and its executive officer team. Each primary component of compensation is intended to accomplish one or more of these objectives, as summarized in the following chart:chart below.

The COVID-19 pandemic had an adverse impact on our business, and, accordingly, on our financial performance in 2020, which was largely outside of the ability of our executive officer team to control. During 2020, however, it was essential to the Company’s short and long-term success that the executive officer team remain resilient and agile and successfully manage through the pandemic and deliver on key strategic initiatives. These initiatives included some of the Company’s conventional objectives as well as specific objectives to minimize the negative impact of the pandemic on the Company during the COVID-19 period and position the Company well for the post-COVID-19 period. To incent such executive officer performance, and reward and retain executive officers who could achieve these performance goals, the Committee adjusted the performance metrics and payouts as described in the chart and descriptions below.

During 2020 the Committee took several steps to both preserve cash and to align executive officer pay with the interests of stockholders by suspending for a seven-month period the executive officers’ 2020 base pay merit increases and reducing executive officers’ base pay by 25% for a six-month period and substituting in lieu thereof, phantom equity that will payout in April 2021, both of which are disclosed in more detail below.

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COMPENSATION MIX

The Committee approves the primary components of the executive officer compensation program and generally intends for it to provide more variable pay opportunities than fixed pay opportunities and to place significant weight on long-term incentive opportunities. The Committee believes that this results in a pay program that aligns pay and performance. The following chart summarizes the original target pay mix for the NEOs for fiscal 2019:2020 as determined by the Committee in February 2020:

MARKET ANALYSIS

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

Each year, the Committee reviews and considers an executive officer compensation study prepared by Willis Towers Watson, additional compensation survey data provided by management, and internal equity information. The executive officer 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 20192020 officer compensation was prepared in October 20182019 and presented to the Committee in the fourth quarter of 2018.2019. We refer to this study as the “2018“2019 Study.” The Committee reconsidered the 20182019 Study for continued applicability at the January 20192020 meeting. As in prior years, the 20182019 Study assessed both the competitiveness of pay levels and the alignment of pay with Company performance.

The Company’s 20192020 compensation peer group, which is described in more detail below, had median revenues, based on the latest figures available at the time the 20182019 Study was prepared, of $278.7$346.6 million and median market capitalization as of June 2018,2019, of $1,070.7$939.9 million. In addition to using officer pay information as disclosed by companies in the compensation peer group, the 20182019 Study used survey data drawn from three compensation surveys of U.S. companies, including biotech and healthcare companies, with targeted revenues of $151.5-$501.0$156.5 - $563.8 million (with a median of $278.7$346.6 million), in order to approximate the Company’s estimated revenue for 2019.2020. With respect to all NEOs included in the 20182019 Study, the data in the study was an even blend of the 20192020 peer group and the survey information.

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In each case, Willis Towers Watson trended the compensation data forward to January 1, 20192020 by a factor of 3.0%. We refer to the blended 20192020 peer group and survey compensation data for all NEOs as the “2019“2020 Peer Group Information.”

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The following peer companies were used for the 20182019 Study:

The Committee believed that the pay practices of these companies provided a useful reference point for pay and performance comparisons at CryoLife, especially considering CryoLife’s anticipated growth.

The following survey sources were used in the 20182019 Study:

●    Willis Towers Watson US General Industry Executive Compensation Survey;

●    Mercer General Industry Executive Compensation Survey; and

●    Radford Global Life Sciences Survey.

The peer companies were recommended by Willis Towers Watson and considered 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, is similar in size, scope, and complexity, and is reasonably representative of our pool for executive talent.officer talent, although CryoLife routinely recruits from larger companies. The Committee also concluded that the companies are (or were at the time) within a reasonable range of CryoLife’s historical, current, or projected revenues. Nonetheless, the Committee reviews and considers changes to the peer group and survey sources in connection with each year’s study. It does so to ensure that the peer group and survey sources continue to reflect appropriate reference points for CryoLife.

20192020 COMPENSATION COMPONENTS

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

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20192020 Base Salary

The Committee generally reviews base salary levels each February as part of its overall review and approval of the executive officer compensation program. Based on its review in late 20182019 and early 2019,2020, the Committee determined it was appropriate to increase NEOs’ base salaries for those who were considered for an increase, from 3.5%3.0% to 4.0% above 20182019 levels.

Analysis

The 20182019 Study showed that the base salaries for our NEOs other than for Mr. Simpson, were within a competitive range of 97-109%96-107% of the median for similarly situated employees at companies in the Company’s peer group. Because Mr. Simpson was hired after the 2018 Study was completed, he is not included in that study. Rather, his base salary was set by use of a similar methodology, which indicated that his base pay was within 3% of the median of similarly situated employees at companies in the Company’s peer group. Based on input from management and in consultation with Willis Towers Watson, the Committee approved merit increases for 20192020 for all executive officers, ranging from 3.0% to 4.1%4.0%, with the exception of executive officers whose employment responsibilities or job title had changed between 2018 and 2019 and Mr. Simpson, who started after October 1, 2018.2020. NEO 2019 salary increases ranged from 3.5%3.0% to 4.0%, except for Mr. Simpson.. In approving salary increases for NEOs, the Committee considered current market positioning, both individual and Company performance during 2018,2019, and the Company’s budget for salary increases generally for all employees.

Mid-Year Changes

In March 2020, the Committee began considering compensation changes to preserve cash and align executive officers’ interests with those of stockholders until the effects of the COVID-19 pandemic on the Company’s business could be better understood. In March and April 2020, the Board, through its committees, authorized two adjustments to executive officers’ 2020 base salaries, including the salaries of our NEOs.

First, from March 29, 2020 to October 25, 2020, the Committee rescinded previously implemented 2020 merit increases to executive officer base salaries. For this period, executive officer base salaries were reduced to the 2019 base salary levels as reflected in the chart above for our NEOs.

Second, in April 2020, the Committee reduced by 25% each executive officer’s base salary from April 27, 2020 to October 26, 2020. On April 27, 2020, the total amount of each officer’s reduction over this period was converted to phantom stock, using the grant date fair value of CryoLife common stock on that date, which was $22.38. The phantom stock carried the economic equivalent of one share of CryoLife common stock, subject to certain limitations. On or about April 27, 2021 each officer will receive the April 27, 2021 fair market value of their phantom stock in cash, subject to a minimum payout of 100% of the base salary reduction and a maximum payout of 115% of the base salary reduction.

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The original 2020 base salary of the NEOs, as well as the actual 2020 base salary as adjusted for the suspension of the 2020 merit increase and the 25% reduction of 2020 base salary that was converted to phantom stock, is reflected in the chart below:

20192020 Short-Term Incentives – the 20192020 Cash Bonus Plan

The Committee approved the 20192020 short-term incentive program (the “2019“2020 Cash Bonus Plan”) in February 2019.2020. The 20192020 Cash Bonus Plan providesprovided for the same performance metrics (adjusted for projected changes in 20192020 levels of revenue and adjusted net income) and substantially the same design as the 20182019 program, with unchanged target short-term incentive opportunities (as a percentage of base pay) from the 20182019 program for the NEOs. The target short-term incentive opportunity for the CEO, the Executive Vice President/COO/CFO, and the Senior Vice Presidents remained at 100%, 60%, and 50%, respectively, of base salary. The Committee set these opportunities to be market competitive.

Analysis – Program Design

The chart below shows the performance metrics set for the 20192020 Cash Bonus Plan:Plan as established in February 2020:

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.

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The Committee believed that the performance metrics of revenue and adjusted net income used in the 20182019 short-term incentive program would continue to motivate executivesexecutive officers to achieve significant growth in 20192020 revenues and adjusted net income, as well as provide appropriate retention incentives. As a result, the Committee approved the same revenue and adjusted net income metrics (as adjusted for 20192020 projections) that it used in the 2018 Cash Bonus Plan.2019 cash bonus plan.

The Committee believed that 2019the 2020 threshold and target performance levels for revenue and adjusted net income were challenging. The 20192020 revenue target performance level was within the range of 20192020 product and service revenue guidance publicly announced by CryoLife.

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For the 20192020 Cash Bonus Plan, the performance metrics were updated and weights were changed from 2018,2019, with a 100% payout for performance at target levels, a 200% total cap on payout, and the following additional primary features:

The performance metrics required for payout are challenging in order to focus executivesexecutive officers on achieving business performance goals that are aligned with business plans and communicated guidance and that further stockholder value creation.

In arriving at its decision to approve the 20192020 Cash Bonus Plan design, metrics, and goals in February 2020, the Committee took into consideration the following:

The Committee sets short-term incentive opportunities, in conjunction with a review of base salaries, as part of executives’executive officers’ overall target total cash compensation. The Committee decided to retainuse for 2019 two of the three2020 both performance metrics of the 20182019 short-term incentive program, as discussed above, as it believed that these two performance metrics, revenue and adjusted net income, believing that such metrics would continue to motivate executivesexecutive officers to achieve financial measures core to shareholderstockholder value creation. TheFor 2020, the Committee increasedalso used the same weights applicable to each of these metrics from 40% toat 50%. in 2019. The Committee also believed that changing theusing a personal performance metric to a modifier of the overall bonus would better reflect the Committee’s intent to align pay with performance.

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With respect to adjusted net income, Overall, the Committee made no adjustments to exclude items over which it believed that executives had insufficient control or could distort the underlying operating performance of the Company. The Committee did adjust revenue achievement for constant currency, over which management has no control, by translating foreign currency at the budgeted FX rate, a change the Committee intends to carry forward absent unforeseen, changed, or exceptional circumstances.

The Committee discussed management’s recommended 2019 performance targets and payout opportunities with its independent compensation consultant and with management and determined that the recommended modifications to the 2018 program design, with updated targets to reflect 2019 goals, and the possibility for increased payout opportunities for executives, was consistent with the Committee’s desire to ensure that no short-term incentives would be paid unless challenging performance was achieved and then only at levels commensurate with such performance. The Committee believed the 20192020 Cash Bonus Plan was appropriately incentivizing given the executives’executive officers’ roles and authority with CryoLife, and that the size of the incentives werewas appropriate based on the 20192020 Peer Group Information and internal pay equity considerations.

Analysis – Plan Payout

The 20192020 Cash Bonus Plan payouts in early 20202021 were not based on actual financial performance results of CryoLife relative to the pre-determined goals. goals, neither of which met the threshold for any payout under the original plan, due to the impact of the COVID-19 pandemic on the Company’s performance. Instead, the Committee adjusted the payouts under the 2020 Cash Bonus Plan after considering the following factors:

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In mid-2020, the Committee began to consider informal guidelines it would take into account when making adjustments, after the Committee determined not to formally adjust the existing 2020 Cash Bonus Plan or its metrics due to the continued uncertainty and unpredictability of the COVID-19 pandemic on the Company’s business performance. These informal guidelines, which were discussed with management and the Committee’s independent compensation consultant throughout the year, included: the elimination of 25% of the potential bonus payout at target; the allocation of 50% of the potential bonus payout at target to a list of discrete, non-financial strategic goals; and the allocation of 25% of the potential bonus payout at target to fourth quarter 2020 revenue performance. The Committee shared these informal guidelines with management throughout 2020 to drive and incent their performance towards strategic initiatives the Committee believed would best serve the Company, including guiding the Company through the COVID-19 pandemic and positioning the Company for success after the pandemic subsided. The Committee considered the discrete, non-financial goals to have been fully met, but the fourth quarter 2020 revenue goals to not be fully achieved due to a resurgence in the impact of the COVID-19 pandemic in key markets. This, along with the other factors listed above, informed and supported their decision to payout the 2020 cash bonus at 62.5% of target. This funding level is the lowest funding of this executive compensation program in the last decade.

The Committee considered the final adjustment to be reasonable and appropriate in light of the Company’s achievements towards the informal guidelines, as well as the Company’s successful efforts towards achieving key Company objectives, notwithstanding the COVID-19 pandemic, mitigating the impact of the COVID-19 pandemic on the Company during 2020, positioning the Company for growth after the impact of the COVID-19 pandemic on the Company’s business subsides, and the resulting total compensation for executive officers.

Based on reviews conducted bythe continued impact of the COVID-19 pandemic on the Company, as well as on recommendations from the CEO, ofthe Committee determined not to modify any individual performance relativeexecutive officer’s cash bonus payout pursuant to individual goals, Mr. Mackin increased certain individual NEO’s payouts by an individual performance modifier.multiplier. The final 20192020 Cash Bonus Plan payouts for each NEO (other than the CEO) were approved by the Compensation Committee after certification of 20192020 performance metrics.metrics (both the financial metrics as well as the strategic goals) and adjusted payouts.

Mr. Mackin’s 20192020 Cash Bonus Plan payout in early 20202021 was also based on actual financial performance results of CryoLife relative to the pre-determined goals.same considerations. The Board of Directors reviewed Mr. Mackin’s individual performance relative to his individual goals for 2019,2020 and, after receiving the Compensation Committee having certifiedcertification of the 20192020 performance metrics the Board, uponand adjusted payouts, and the recommendation of the Compensation Committee, approved his bonus payout at the amount below.

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The following tables show the performance results for 2019the original 2020 performance metrics, the original payout, and the actual amountadjusted payout of short-term incentive paid to each NEO:

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These tables demonstrateshow how the 20192020 Cash Bonus Program designProgram’s actual payouts effectively aligned performance and compensation, ascompensation. While the Company’s below-target performance with respect to revenue and adjusted net income both yielded a below-target payout at 87.4% and 86.6% respectively0% for the portion of the bonus payout attributable to eachthat metric, the Committee determined that, due to the impact of the COVID-19 pandemic on the Company’s performance, these metrics no longer appropriately represented an alignment of performance and ancompensation, nor did they reflect factors over which the executive officers had control or effective influence. Instead, the Committee considered performance factors it determined more appropriate to the actual challenges facing the Company during the pandemic, and over which, even during the COVID-19 pandemic, the executive officers had control and influence. Upon considering the NEOs’ performance against those factors, the Committee determined that the overall cash bonus should payout at 87%62.5% of target, adjustedwith no adjustments for personal performance infor any officer.

Many non-officer Company employees also receive cash bonuses, and for 2020, they also were funded at the casessame level as the executive officers’ cash bonuses – 62.5% to target.

As the payout was not tied to the performance under the originally established metrics listed above, the entire payout is now properly attributable to the Bonus column of Mr. Lee and Ms. Holloway.the Summary Compensation Table, rather than the Non-Equity Incentive Plan column. See Summary Compensation Table beginning on page 42.

20192020 Long-Term Incentives – Annual Equity

Based on input from management and in consultation with Willis Towers Watson, the Committee considered the Annual Long-Term Incentive Program and determined to continue in the design of the 20192020 program the 20182019 program’s mix of equity awards as an equal one-third allocation of total value among stock options, restricted stock, and performance stock units. This mix may be altered for executivesexecutive officers located outside of the United States to accommodate local tax issues.

The Committee determined that the estimated grant date fair value of the awards under the Annual Long-Term Incentive Program in 20192020 would be established at higherthese levels to remain market competitive, as reflected in the 20182019 Study, based on the anticipated (and later realized) growth of the Company, as well as the continued increase in the complexity of the Company’s business following the acquisition of JOTEC AG and the Company’s growth in international markets.

To determine the number of options, shares of restricted stock, and target performance stock units to be granted, the Committee directed management to determine the numbers of shares of restricted stock and target performance

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stock units using the closing share price of the Company’s stock on the grant date, and to also determine the number of stock options using the estimated fair value of the options as of the same date. Grants generally were made on the first permissible trading day following the Committee’s approval of such awards. In this instance, grant values approved by the Committee were converted to shares using a stock price of $29.62,$26.24, the closing price on March 5, 2019,February 19, 2020, the date the grants were made.

See Appendix A for further details regarding the adjusted EBITDA measure and the reconciliation of that measure to CryoLife’s 2019 net income as reported under U.S. GAAP. For 2019,2020, the performance stock units are subject to a single performance measure, adjusted EBITDA, as further described under Analysis, below.

The following table provides the 20192020 equity awarded through the Annual Long-Term Incentive Program to the NEOs as approved by the Committee:

Analysis – Program Design

In approving the 20192020 long term incentive grant values awarded through the Annual Long-Term Incentive Plan, in February 2020, the Committee considered the following factors:

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The Committee determined vesting schedules in consultation with Willis Towers Watson and management and believed that such vesting provided the appropriate long-term incentive and retention for executives’executive officers’ continued employment. All annual long-term incentive (time-based) awards vest over a three-year period. For performance share units (“PSU”s), while the Committee considered other metrics, it determined that the single adjusted EBITDA metric is a reasonable and sufficient proxy for CryoLife’s overall performance that allows for adjustments to eliminate items that might provide improper incentives or items over which executivesexecutive officers have little or no control. The Committee also believed that the adjusted EBITDA threshold and target performance levels were challenging. The 20192020 adjusted EBITDA

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calculation methodology was consistent with the methodology used in 2018.2019. See Appendix A for further details regarding the adjusted EBITDA measure and the reconciliation of that measure to the relevant U.S. GAAP measures.

Analysis – Plan Payout – PSUs Earned

In arriving at its decision in February 20202021 to certify the Company’s adjusted EBITDA performance with respect to the 2019 performance stock units,PSUs earned by NEOs, the Committee took into consideration the Company’s actual performance results relative to the pre-determinedoriginal performance goals. The following table presents the threshold, target, and maximum adjusted EBITDA performance levels associated with threshold, target, and maximum award opportunities, which fall on the sliding scale for the 20192020 PSU annual award grants. The table also provides the actual performance level for 2019,2020, as certified by the Committee, together with the associated level of shares that were earned.

20192020 Performance Stock Units – Annual Award
as established February 2020 (prior to February 2021 adjustment)
Actual vs. Threshold/Target/Maximum Performance

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

The annual performance stock units are earned based on a sliding scale, which list several points of payout against performance as shown in the chart below.

The 2020 Performance Share Award certification by the Committee in February 2021 for payout of shares was not based on actual financial performance results of CryoLife relative to Adjusted EBITDA, which performance did not meet the threshold for any payout under the original plan due to the impact on the Company’s performance to that metric by the COVID-19 pandemic. Instead, the Committee adjusted the payouts under the 2020 Performance Share Award after considering the following factors:

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Pursuant

Although the total number of performance stock units earned based on the results under the Adjusted EBITDA performance metric during the 2020 year was 0% of target payout, with the authority provided the Committee under the 2009 ECIP and pursuant to the terms of the annual performance stock award grants made in 2019,2020, the Committee adjusted the total number of performance stock units that were eligible to be earned were determined based on the results under the single performance metric during the 2019 year.paid out to 100% of target payout. Thereafter, the awards will vest based on the executive’sexecutive officer’s continued service: 50% of the shares earned vested on March 5, 2020February 19, 2021 (following the Committee’s certification of the adjusted payout of shares under the performance metrics)metric); 25% of the shares earned will vest on March 5, 2021;February 19, 2022; and the remaining 25% of the shares earned will vest on March 5, 2022,February 19, 2023, assuming the executive officer continues to be employed by the Company on those dates and the Committee takes no action to waive the employment requirement. See Appendix A for further details regarding the adjusted EBITDA performance measure and the reconciliation of that measure to net income as reported for purposes of U.S. GAAP.    

Annual Target Total Direct Compensation

The Committee believed that the blend of annual salary, cash bonus, stock options, restricted stock, and PSUs appropriately achieved the performance, stockholder alignment, and retention objectives of CryoLife’s compensation program. The Committee believes that the use of multiple award types is a common practice among industry peers and that the use of PSUs creates an even stronger alignment between pay and performance. The Committee believes that, in addition to incenting long-term performance, annual equity awards encourage continuous performance and retention by reflecting metric success (and changes in the stock price) year over year.

The Committee used a value-based approach, rather than number of shares, to determine the size of 20192020 annual equity grants, as it believed that such an approach more accurately matched the intended value of the equity and intended compensation. The Committee applied vesting schedules for the 20192020 equity awards that it believes provided the appropriate annual long-term incentive to retain executives.executive officers.

In determining the individual components of the executives’ 2019executive officers’ 2020 annual compensation (i.e., salary, target short-term incentive, and annual long-term incentive), the Committee evaluated the resulting target annual total direct compensation against market benchmarks, as set forth below, taking into accountaccounting for the Committee’s desire to have target

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annual total direct compensation generally within a competitive range of the Company’s peer group median. The following table summarizes the NEOs’ 20192020 target annual total direct compensation, the peer group median, and the primary rationale for each NEO’s compensation at the level shown:

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2019 Long-term Incentives – 5-Year LTIP

As discussed in the Company’s Form DEF 14A (Definitive Proxy Statement) filed in advance of the 2019 Annual Meeting of Stockholders (the “2019 Proxy Statement”), on February 28, 2019, the Committee approved an additional equity grant outside of the regular annual compensation program for NEOs. This special long-term incentive, performance-based equity grant has three performance periods that in total span five years for executives and certain other members of senior management (the “5-Year LTIP”). The 5-Year LTIP was approved as an additional equity vehicle to supplement already existing annual compensation programs, including but not limited to, the 2019 annual equity grants discussed above under Long-term Incentives at page 31.

In deciding to make the 5-Year LTIP award, the Committee considered that the award was not intended to be annual and that the Committee would not likely make any similar such awards in the foreseeable future absent significantly changed circumstances or compelling reasons to do so. Instead, the 5-Year LTIP was designed by the Compensation Committee, with input from management and Willis Towers Watson, to reward long-term exceptional performance with additional equity compensation that would, if annualized over three years, at target move the CEO’s total compensation to a competitive range of the peer group’s 75th percentile. The actual plan design calls for award amounts to be earned and vested over a five-year, rather than a three-year, period.

Based on input from management and other sources, and in consultation with Willis Towers Watson, the Committee designed the 5-Year LTIP award to award PSUs only, rather than a mix of equity vehicles, and to have three performance periods, which span a total of five years. Performance for each period is measured against Adjusted Annual Revenue Growth rate targets measured on a constant currency basis, with a threshold performance level for each performance period under which no PSUs will be earned. The payout for each performance period is subject to negative or positive adjustment by a modifier that is correlated with the Company’s gross margin achievement at the end of the performance period. The form of grant agreement for the 5-Year LTIP was disclosed as Appendix B to the Company’s 2019 Proxy Statement.

The Committee established the Adjusted Annual Revenue Growth rate performance required for payouts under the 5-Year LTIP after a review of historical and projected future revenue growth rates of comparable industry peers. The Committee also determined that Adjusted Annual Revenue Growth would only include organic revenue growth. While the Committee also considered the Company’s strategic plan, it did not base the 5-Year LTIP performance goals on management long term revenue forecasts or projections. Instead, the Committee established the Adjusted Annual Revenue Growth rate necessary to earn the target shares at a level above the 50th percentile of industry growth rates and at a level above the Company’s average historical organic revenue growth rate. The objective of this design is to incent exceptional performance and to insure shares will be earned only if Company performance exceeds the 50th percentile of industry performance and exceeds the Company’s historical performance.

The Committee selected Adjusted Annual Revenue Growth, limited to organic growth and measured on a constant currency basis, as the primary performance measure due to its belief that this measure strongly correlates with long term shareholder value creation and total shareholder return. The Committee also added a gross margin modifier to incent management to drive profitable Adjusted Annual Revenue Growth and align with the Company’s strategic plan.

The Committee designed the 5-year LTIP to use Adjusted Annual Revenue Growth rate as the sole performance metric for threshold PSU payout performance. Payouts will be determined on a sliding scale, from 10% of target at threshold Adjusted Annual Revenue Growth rate to 250% at maximum performance (for Mr. Mackin, the maximum is 166.66% of target). This threshold payout, 10% of target, is significantly lower percentage to target than the threshold payout for annual PSU awards, demonstrating the Committee’s desire to use the 5-Year LTIP to reward only exceptional performance.

In designing the 5-Year LTIP, the Committee determined that, to calculate the final number of PSUs to be paid out, the actual PSU payout determined on the basis of the Adjusted Annual Revenue Growth rate should be multiplied by 85%, 100%, or 115% based on specified levels of Gross Margin achieved at the end of the designated performance period. Thus, the 5-Year LTIP awards represent the right to receive PSUs in an amount up to 287.5% (191.66% in the case of Mr. Mackin) of the target PSUs at both Adjusted Annual Revenue Growth and gross margin maximum performance.

Due to the confidential and strategic nature of the 5-Year LTIP performance goals, the Company is not disclosing them at this time but currently anticipates doing so at the end of the first performance period. However, the Committee believes that the performance goals are rigorous and require the Company to achieve strong results in order for any of the 5-Year LTIP shares to be earned and that outstanding results are required in order for the number of shares actually earned by participating members of management to equal or exceed the target award. The Company’s Adjusted Annual Revenue Growth rate performance has only met the threshold level for payout under the 5-Year LTIP once in the

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past 5 years, in a year where it also met the target level for payout. Further, the Company’s 2019 Adjusted Annual Revenue Growth rate performance, if repeated in 2020 and 2021, and no adjustments are made by the Committee upon certification of performance metrics, would result in no payout under the first performance period of the 5-Year LTIP.

The Committee established these challenging performance goals intending that there be a greater likelihood – as compared to the Company’s annual PSU awards – that none of the shares will be earned. If the Company does, in fact, achieve performance levels such that target 5-Year LTIP shares are earned, the Committee believes shareholders will benefit significantly such that the additional compensation earned by participating management will be justified.

The Committee determined that the estimated grant date fair value for each recipient’s 5-Year LTIP award, at target, should reflect approximately 90-100% of each recipient’s 2019 target annual equity grant (other than Mr. Mackin), with a minimum target award value of $50,000. Mr. Mackin’s 5-Year LTIP award was established at a level reflecting the approximate total value of 141% of his 2019 target annual equity grant, reflecting the Committee’s belief that this enhanced award compared to his target annual equity grant would further incent Mr. Mackin to drive superior performance of the organization.

To determine the number of target PSUs for the 5-Year LTIP that would deliver such grant date fair value, the Committee directed management to determine the number of PSUs using the closing share price of the Company’s stock on the first available trading date immediately following the award date, and to make the grants on that date. Under this method, the grant values approved by the Committee replicate as much as practicable the grant date fair value of the equity granted. The Committee approved the 5-Year LTIP grants on February 28, 2019, and the grants were made on March 1, 2019, the first available trading day following Committee approval. Award values approved by the Committee were converted to PSUs using a stock price of $29.70, the closing price on March 1, 2019, the date of grant.

The target number of PSUs awarded under the 5-Year LTIP to each are as follows:

2019 5-Year LTIP
Target PSUs by NEO Recipient

Analysis – Plan Design

In approving the 5-Year LTIP award levels and grant design, the Committee considered each of the following factors, among others:

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The Committee determined vesting schedules in consultation with management and Willis Towers Watson, and based on other sources, and believed that the 5-Year LTIP’s vesting schedule, in which no portion of the grant vests in less than three years and all portions of the grant vest over three to five years, provides a longer retention incentive for executives than annual equity grants, which vest over a one to three-year period and that it also incents executives to drive superior performance over a longer period of time than annual, one-year performance period awards.

In short, the Committee believes that the 5-Year LTIP directly seeks to achieve the core elements of Committee’s compensation philosophy “to attract, retain, motivate, and reward executive talent that has the capability, and is appropriately incented, to deliver on the Company’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.” See Compensation Philosophy and Objectives on page 24.

The target PSUs for each performance period, if earned, vest on the following dates in the percentages listed in the chart below:

Percentage of 5-Year LTIP PSUs Vesting by Date

When shares are earned at target performance levels, the vesting schedule results in 1/3 of the total award vesting approximately three, four, and five years after the performance period commencement date. Recipients of a 5-Year LTIP grant must be continuously employed through the vesting date for each performance period (or, in the case of performance period 1, for each tranche) for any PSUs related to a performance period to vest. Further, the Committee has the discretion to award pro-rated 5-Year LTIP grants for recipients who are hired after a performance period has begun.

Analysis – PSUs Earned

No PSUs have been earned as of the record date under any 5-Year LTIP Award because the first performance period, Performance Period 1, will not be completed until December 31, 2021.

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Equity and Cash Incentive Plan (“ECIP”)Plans

In May 2015, the stockholders approved certain amendments to the ECIP2009 Equity and Cash Incentive Plan (the “2009 ECIP”) that were recommended by the Board of Directors based on management’s recommendation and in consultation with Willis Towers Watson. The 2015 amendments included new provisions for cash-based incentive payments that were intended to comply with the requirements to be “qualified performance-based compensation” under Section 162(m). In May 2016, the stockholders approved certain further amendments to the 2009 ECIP that were also recommended by the Board of Directors based on management’s recommendation and in consultation with Willis Towers Watson. The approved 2016 amendments included a separate, lower cap for awards to individual non-employee directors and a higher annual cap for awards to individual employees. In May 2018, the stockholders approved a proposal for authorization of an additional 1.9 million shares for the 2009 ECIP, which were registered in February 2019. The current2009 ECIP expires May 21, 2021. This Proxy Statement includes a proposal for

At the 2020 Annual Meeting, the stockholders approved a new Equity and Cash Incentive Plan (the “2020 ECIP”) and 2,675,000 shares of initial funding. All compensation delivered for work or performance in 2020 was issued under the 2009 ECIP, starting on page 63.not the 2020 ECIP.

20192020 Deferred Compensation

The CryoLife, Inc. Executive Deferred Compensation Plan allows certain key employees of CryoLife, including the NEOs, to defer receipt of up to 75% of each of their salaries, commissions, and/or the cash portion of any bonus awarded pursuant to the short-term executive officer incentive plan. The plan’s administrative committee, subject to ratification and approval of the Committee, establishes the maximum and minimum percentages of bonus awards that plan participants may defer in each plan year. TheseFor 2020, these percentages were from 0 to 75% for each of base salary and commissions and 0% of the annual cash bonus for 2019.bonus. Because this plan provides for tax-deferred growth of deferred compensation, it is a tool the Company uses to attract and retain executive-levelexecutive officer-level talent.

20192020 Perquisites

It is CryoLife’s policy not to provide perquisites to its executivesexecutive officers without prior approval of the Committee. To the extent that perquisites are incidental to a business-related expense, such as personal use of a business club, the NEOs are generally required to reimburse CryoLife for any incremental cost of such personal benefit. Other than these incidental personal benefits, none of our NEOs receive any perquisites that are not also provided on a non-discriminatorynon-

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discriminatory basis to all full-time employees, except for Mr. Mackin, whose compensation is discussed at Employment, Separation and Release, and Change of Control Agreements below, and except for supplemental disability insurance and airline club memberships provided to certain of the NEOs. In keeping with CryoLife’s practice with respect to all full-time employees, NEOs are also eligible to receive certain one-time benefits upon achieving employment milestones, including receiving $5,000 upon reaching 15 years of service with CryoLife and $10,000 upon reaching 20 and 25 years of service with CryoLife.

EMPLOYMENT, SEPARATION AND RELEASE, AND CHANGE OF CONTROL AGREEMENTS

Employment Agreement with J. Patrick Mackin

In July 2014, the Board of Directors appointed Mr. Mackin as President and CEO effective September 3, 2014, and CryoLife and Mr. Mackin entered into an employment agreement (the “Mackin Agreement”). The Mackin Agreement addresses Mr. Mackin’s role and responsibilities as our President and Chief Executive Officer, his rights to compensation and benefits during active employment, and his termination benefits. The Board of Directors determined that it was appropriate to provide Mr. Mackin with an employment agreement due to the Company’s desire to attract and retain high-performing individuals for this role.

The material terms of the Mackin Agreement and his potential termination payments are further described and quantified at Potential Payments Upon Termination or Change of Control – J. Patrick Mackin beginning on page 51.52.

Employment Agreements with Other Named Executive Officers

CryoLife is not party to employment agreements with Messrs. Lee, Davis, or Simpson or with Ms. Holloway that provide any guarantee of employment and theyemployment. They are at-will employees.

Change of Control Agreements with Other Named Executive Officers

On November 21, 2016, CryoLife entered into change of control agreements with Mr. Lee, Ms. Holloway, and Mr. Davis. Mr. Mackin’s change of control arrangements are set forth in the Mackin Agreement. The change of control agreements, which automatically renew absent Company action, generally, provide that the Company will pay a severance payment if the NEO is terminated by the Company without cause or terminates his or her own employment for good reason during a period extending from six months before to two years after a change of control of CryoLife.

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This is a “double-trigger” provision that requires not only a change of control of CryoLife but also an employment action before payments are required pursuant to the agreements. The Committee approved termination payments under the agreements for NEOs based on their officer status and ability to influence decisions regarding whether or not a change of control transaction should be pursued, with Mr. Lee receiving a payment of 2 times base salary and cash bonus plus healthcare coverage and Ms. Holloway and Mr. Davis receiving 1.5 times base salary and cash bonus plus healthcare coverage.

ADDITIONAL POLICIES AND PRACTICES

Clawback Policy

CryoLife has a standalone Clawback Policy which was amended in October 2019, retroactively applying to any performance-based cash or equity incentive awarded prior to the amendment. The amended Clawback Policythat requires the Company to recover excess incentive compensation – in cash bonus or equity form – that was paid to any current or former officer during the three fiscal years prior to a material accounting restatement of the Company’s financial statements as a result of noncompliance with any financial reporting requirement under federal securities law, unless the Committee determines that the cost of recovery exceeds the amount to be recovered. The amended Clawback Policy does not require fault or negligence on the part of the officer for the clawback to occur.

Additionally, Mr. Mackin, under the Mackin agreement, also must repay any portion of severance payments he has received from the Company if he fails to comply with certain post-employment protective covenants.

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Stock Ownership Guidelines

CryoLife maintains stock ownership guidelines for executivesexecutive officers that have been recommended and approved by the Committee, along with the Corporate Governance Committee, and approved by the Board of Directors. The current stock ownership guidelines were adopted in November 2015 and require the following stock ownership requirements:

a.    Section 16 Officers: Each Section 16 officer of the Company shall continuously hold a value of the Company’s common stock equal to the value of a multiple of that officer’s then currentthen-current base pay at CryoLife. The multiples applicable to such officers are as follows:

b.    Retention requirements: Each Section 16 Officer who has not yet acquired ownership of the required value of common stock set forth above must retain at least 50% of the net number of shares acquired upon the exercise of any employee stock option or the vesting of any performance shares, restricted stock, or restricted stock units (the net number of shares acquired shall be the number of shares remaining after shares are tendered, sold, or netted to pay any applicable exercise price and withholding taxes).

c.    Waivers: The Chairs of the Committee and the Corporate Governance Committee shall have the authority to grant waivers from these stock ownership requirements in compelling circumstances such as undue hardship.

d.     Qualifying shares: For purposes of satisfying these stock ownership requirements, the following shall be included: shares owned directly or indirectly (1) through a stock purchase plan sponsored by the Company; (2) by the person’s spouse; (3) in a revocable trust of which the person or the person’s spouse is the trustee; (4) any other shares related to or underlying vested or unvested restricted stock awards and performance share awards (after performance metric has been certified); or (5) vested restricted stock units and vested PSUs (at actual, earned levels and only if and to the extent that any applicable performance criteria have been satisfied). It shall not include shares held through any other form of indirect beneficial ownership or shares underlying unexercised options or unvested PSUs whose performance metric requirements were not met.

These guidelines became effective for all currently employed NEOs on November 17, 2015. As of March 11, 2020, Messrs. Mackin, Lee, and Davis and Ms. Holloway10, 2021, all of our NEOs are in compliance with all of the guidelines, and Mr. Simpson, who has been employed by the Company for less than 2 years, is in compliance with retention guidelines.

Anti-Hedging Policy

All CryoLife employees, including NEOs, are expressly prohibited in the CryoLife, Inc. Insider Trading Policy and Guidelines with Respect to Certain Transactions in Securities (the “Insider Trading Policy”), which is available for review at http://investors.cryolife.com/corporate-governance/cryolifes-code-conduct, from derivative securities or hedging

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transactions with respect to the Company’s securities. Specifically, NEOs are prohibited from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company securities, including but not limited to prepaid variable contracts, equity swaps, collars, and exchange funds. Stock options, stock appreciation rights, and other securities issued pursuant to Company benefit plans or other compensatory arrangements with the Company are not subject to this prohibition.

Furthermore, both short sales, which are the sale of a security that must be borrowed to make delivery, and “selling short against the box,” which is transacting a sale with a delayed delivery, are prohibited with respect to Company securities under the Insider Trading Policy and NEOs may not engage in such transactions.

Equity Grants/Inside Information

The Committee generally adheres to a policy of the Company not making equity grants at times when insiders, which includes members of the Committee, are in possession of material, non-public information, including during regular financial blackout periods. If the Committee approves the grant of equity at such times, it is the Committee’s general policy to delay the grant and pricing of the option and/or issuance of the awarded equity until two full trading days after the public dissemination of all such material, non-public information.

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TAX IMPACT OF COMPENSATION DECISIONS

Section 162(m)

During the 2017 fiscal year, Section 162(m) generally limited to $1 million the compensation, other than certain “performance-based” compensation, that CryoLife may deduct for federal income tax purposes with respect to the compensation of each of our “covered employees,” which for 2017 included the chief executive officer, the chief financial officer, and the other 2017 NEOs. Beginning in 2018, Section 162(m) no longer contained an exception for “performance-based” compensation for arrangements that are not considered “grandfathered.” Therefore, Section 162(m) was not a factor in the Committee’s compensation decisions for 20192020 although the Committee continues to believe it is appropriate to employ performance-based compensation.compensation, although it does not believe it necessary or beneficial to adhere strictly to the restrictions in place for “performance-based” compensation as the term is defined in Section 162(m). The Committee makes appropriate compensation decisions regardless of whether or not a form or amount of compensation is tax deductible to the Company.

Section 409A

Since Section 409A of the Internal Revenue Code, which deals with deferred compensation arrangements, was enacted, the Committee’s policy has been to structure all executive officer compensation arrangements to comply, to the extent feasible, with the provisions of Section 409A so that executivesexecutive officers do not have to pay additional tax and CryoLife does not incur additional withholding obligations. The Committee intends to continue this practice.

FORWARD-LOOKING STATEMENTS

Statements made in this Proxy Statement that look forward in time or that express management’s beliefs, expectations, or hopes are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the views of management at the time such statements are made and are subject to a number of risks, uncertainties, estimates, and assumptions that may cause actual results to differ materially from current expectations. These statements include those regarding future plans and intentions of the Committee and/or Board of Directors related to compensation decisions, and expectations that certain performance targets for management are achievable. These future events may not occur as and when expected, if at all, and, together with the Company’s business, are subject to various risks and uncertainties. Along with risks specific to our business, management’s ability to attain certain performance targets is subject to risks affecting the economy generally and other factors that are beyond our control. For additional risks impacting the Company’s business, see the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 20192020 at page 23.26. The Company does not undertake to update its forward-looking statements.

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REPORT OF THE COMPENSATION COMMITTEE

The Committee reviewed and discussed the Compensation Discussion and Analysis with management. In reliance on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion & Analysis be included in CryoLife’s 20202021 Proxy Statement on Schedule 14A, for filing with the SEC.

Compensation Committee

DANIEL J. BEVEVINO, CHAIR
THOMAS F. ACKERMAN

	Compensation Committee
	DANIEL J. BEVEVINO, CHAIR
	THOMAS F. ACKERMAN
	RONALD D. MCCALL

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EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

TheThe following table sets forth information with respect to each of the named executive officers — Mr. Mackin, our Chief Executive Officer; Mr. Lee, our Chief Financial Officer; and Ms. Holloway and Messrs. Davis and Simpson, who were the three most highly compensated of the other executive officers of CryoLife employed at the end of fiscal 2019.2020.