AORT names Lance Berry COO while Marshall Stanton announces retirement

Rhea-AI Filing Summary

Artivion, Inc. appointed Lance A. Berry as Chief Operating Officer effective August 11, 2025, while he will continue serving as the company’s Chief Financial Officer, Treasurer and Principal Financial Officer. Mr. Berry, age 53, has been the company’s CFO and Treasurer since December 4, 2023. His compensation as COO and continued CFO includes an annual base salary of $540,000, an annual cash incentive with a bonus target of 70% of base salary, and, starting in 2026, a target equity grant valued at $2,250,000 divided equally between Performance Share Units and Restricted Stock Units.

Marshall S. Stanton, M.D., Senior Vice President, Clinical Research and Chief Medical Officer, notified the company of his decision to retire effective March 31, 2026. The retirement was stated to be not related to any disagreements with the company, and the company expects Dr. Stanton to provide strategic advice and transition services for up to one year following his retirement, with terms of that arrangement still being finalized.

Positive

• Lance A. Berry appointed Chief Operating Officer effective August 11, 2025 while continuing as Chief Financial Officer, Treasurer, and Principal Financial Officer
• Compensation package disclosed with clear figures: $540,000 base salary, 70% bonus target, and a $2,250,000 2026 target equity grant
• Planned transition support from retiring CMO—Dr. Stanton is expected to provide strategic advice and transition services for up to one year after retirement

Negative

• Senior clinical leader departure: Marshall S. Stanton will retire effective March 31, 2026
• Post-retirement advisory terms not finalized, leaving details of the transition arrangement unspecified

Insights

Corporate Governance Expert

TL;DR: Simultaneous appointment and retention of CFO as COO centralizes senior roles while the company secures a one-year transition from the retiring CMO.

The filing documents a material leadership change: Lance A. Berry will add the Chief Operating Officer title while retaining CFO, Treasurer, and Principal Financial Officer responsibilities. The company disclosed explicit compensation terms, including base pay, a 70% bonus target, and a 2026 equity award target. Marshall Stanton’s planned retirement and the stated transition services for up to one year provide an explicit succession timeline for clinical leadership, though the advisory terms remain to be finalized.

Financial Analyst

TL;DR: Leadership updates are material personnel disclosures with clear pay figures; they affect executive cost structure and succession planning.

The 8-K specifies concrete compensation figures for Mr. Berry: a $540,000 base salary, a bonus target at 70% of base, and a $2.25M equity target beginning in 2026 split between PSUs and RSUs. These disclosed amounts quantify near-term executive cost commitments. Dr. Stanton’s retirement date and planned advisory period clarify the company’s clinical leadership transition window, although the arrangement details are pending.

0000784199FALSE00007841992025-05-282025-05-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________

FORM 8-K

___________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2025

___________________________________________

ARTIVION, INC.

(Exact name of registrant as specified in its charter)

___________________________________________

Delaware			1-13165			59-2417093
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1655 Roberts Boulevard, N.W., Kennesaw, Georgia						30144
(Address of principal executive office)						(Zip Code)

Registrant’s telephone number, including area code: (770) 419-3355

___________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			AORT			NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Lance A. Berry as Chief Operating Officer

On August 6, 2025, the Board of Directors of Artivion, Inc. (the “Company”) appointed Lance A. Berry, the Company’s current Executive Vice President, Chief Financial Officer and Treasurer, as the Company’s Chief Operating Officer, effective as of August 11, 2025. Mr. Berry’s appointment as the Company’s Chief Operating Officer will be in addition to his continued service as the Company’s Chief Financial Officer and Treasurer.1

Mr. Berry, 53, has served as the Company’s Chief Financial Officer and Treasurer since his appointment on December 4, 2023. Prior to joining the Company, Mr. Berry most recently served from January 2019 until November 2020 as the Executive Vice President, Chief Financial and Operations Officer of Wright Medical Group N.V. (“Wright”), until it was acquired by Stryker in November 2020. Previously, Mr. Berry served as the Senior Vice President, Chief Financial Officer for Wright from 2009 to 2018 and as its Vice President, Corporate Controller from 2002 to 2009. Before joining Wright in 2002, Mr. Berry served as a certified public accountant for Arthur Andersen. Mr. Berry currently serves on the board of directors of a public company, Treace Medical Concepts, Inc. Mr. Berry earned bachelor’s and master’s degrees in accounting from the University of Mississippi in 1994 and 1995, respectively.

In connection with the Board of Directors’ appointment of Mr. Berry to the position of Chief Operating Officer, and his continued service as the Company’s Chief Financial Officer and Treasurer, Mr. Berry will receive the following compensation: (a) an annual base salary of $540,000; (b) annual cash incentive compensation as determined by the Compensation Committee of the Company’s Board of Directors (the “Committee”), with a bonus target of 70% of his base salary; and (c) starting in 2026, a target equity grant valued at $2,250,000, divided equally among the equity vehicles of Performance Share Units and Restricted Stock Units, as determined by the Committee at the time equity grants are made for all officers for 2026.

There are no arrangements or understandings between Mr. Berry and any other persons pursuant to which he was appointed as Chief Operating Officer. There are no family relationships between Mr. Berry and any director or executive officer of the Company, and Mr. Berry has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Retirement of Marshall S. Stanton, Senior Vice President, Clinical Research and Chief Medical Officer

On August 6, 2025, Marshall S. Stanton, M.D., the Company’s Senior Vice President, Clinical Research and Chief Medical Officer, notified the Company of his decision to retire, effective March 31, 2026 (the “Retirement Date”), from the position of Senior Vice President, Clinical Research and Chief Medical Officer. Dr. Stanton’s decision to retire from this position was not related to any disagreements with the Company on any matter relating to its operations, policies, or practices or any issues regarding clinical or legal matters. The Company and its Board of Directors extend their gratitude to Dr. Stanton for his nearly five years of dedicated and exemplary service to the Company and wish him well in his retirement from this position.

The Company expects that Dr. Stanton will continue to provide strategic advice and transition services to the Company for a period of up to one year following the Retirement Date. The Company and Dr. Stanton are working on finalizing the terms of that arrangement.

1 Mr. Berry also currently serves as the Company’s Principal Financial Officer and will continue serving in that capacity following his appointment as the Company’s Chief Operating Officer.

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Item 9.01(d) Exhibits

(d)Exhibits.

Exhibit Number			Description
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Artivion, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 11, 2025

			ARTIVION, INC.
			By:			/s/ Jean F. Holloway
			Name:			Jean F. Holloway
			Title:			Senior Vice President, General Counsel, Chief Compliance Officer & Secretary.

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FAQ

What leadership change did Artivion (AORT) announce?

The company appointed Lance A. Berry as Chief Operating Officer effective August 11, 2025, and he will continue as Chief Financial Officer, Treasurer, and Principal Financial Officer.

What compensation will Lance A. Berry receive as COO of Artivion (AORT)?

Mr. Berry will receive an annual base salary of $540,000, an annual cash incentive with a bonus target of 70% of base salary, and a 2026 target equity grant valued at $2,250,000 split equally between Performance Share Units and Restricted Stock Units.

When is Artivion's Chief Medical Officer retiring and why?

Marshall S. Stanton, M.D. will retire effective March 31, 2026. The filing states his retirement is not related to any disagreements with the company on operations, policies, or clinical or legal matters.

Will the retiring CMO continue to work with Artivion after retirement?

Yes. The company expects Dr. Stanton to provide strategic advice and transition services for up to one year following the retirement date, and the terms of that arrangement are being finalized.

How long has Lance A. Berry served as Artivion's CFO prior to this appointment?

Mr. Berry has served as the company’s Chief Financial Officer and Treasurer since December 4, 2023.

Are there any disclosed conflicts or related-party arrangements tied to these appointments?

The filing states there are no arrangements or understandings between Mr. Berry and any other persons regarding his appointment and that Mr. Berry has no family relationships with any director or executive officer and no material interests requiring disclosure under Item 404(a) of Regulation S-K.