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United States securities and exchange commission logo
August 4, 2023
J. Patrick Mackin
Chairman, President, and Chief Executive Officer
Artivion, Inc.
1655 Roberts Blvd., NW
Kennesaw, GA 30144
Re: Artivion, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 3, 2023
File No. 001-13165
Dear J. Patrick Mackin:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments. Please respond to these comments by
confirming that you
will revise your future proxy disclosures in accordance with the topics
discussed below.
Definitive Proxy Statement on Schedule 14A filed April 3, 2023
Pay Versus Performance Disclosure, page 64
1. Please provide a clear
description of the relationship between compensation actually paid
and both net income and
your Company-Selected Measure, as required by Regulation S-K
Item 402(v)(5). Please
note that it is not sufficient to state that no relationship exists, even
if a particular measure
is not used in setting compensation.
2. Refer to the
reconciliation table in footnote (d) to your pay versus performance table. It
is
unclear what amounts
are reflected in the row titled "ADD Year over Year Change in Fair
Value of Equity Awards
Granted in Prior Year that Vested in the Year." Specifically,
equity awards granted
in prior years that vest during the relevant year should be valued as
the difference between
the fair value as of the end of the prior fiscal year and the vesting
date, not the "year
over year" change in value. Please ensure that your table headings
reflect accurately the
amounts used to calculate compensation actually paid. Refer to Item
402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
3. Refer to the
description of your Company-Selected Measure "AORT Revenue Growth" in
footnote (d) to the pay
versus performance table. It is unclear how you determine
"baseline" and how it
is used in calculating the Company-Selected Measure from your
audited financial
statements. In addition, since there are a variety of ways to determine
constant currency, its
role in calculating your Company-Selected Measure is also
J. Patrick Mackin
Artivion, Inc.
August 4, 2023
Page 2
unclear. Please ensure that your Company-Selected Measure description
shows clearly
how it is calculated from your audited financial statements, as
required by Regulation S-K
Item 402(v)(2)(vi).
4. In addition, it appears that you may have calculated your
Company-Selected Measure
differently for each year reported in the pay versus performance
table. Specifically, we
note your disclosure in footnote (d). The amount disclosed in the
Company-Selected
Measure column of the pay versus performance table for each covered
fiscal year must be
calculated using the Company-Selected Measure for the most recently
completed fiscal
year. For example, if your Company-Selected Measure for 2022 is
Revenue Growth, you
would disclose the Revenue Growth amount in each covered fiscal year.
Please ensure
that your tabular and related data reflect this requirement. Please
note that you may
voluntarily provide supplemental measures of compensation or financial
performance, so
long as any additional disclosure is clearly identified as
supplemental, not misleading, and
not presented with greater prominence than the required disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Daniel Crawford at 202-551-7767 or Amanda Ravitz at
202-551-
3412 with any questions.
FirstName LastNameJ. Patrick Mackin Sincerely,
Comapany NameArtivion, Inc.
Division of
Corporation Finance
August 4, 2023 Page 2 Disclosure
Review Program
FirstName LastName