Organogenesis (ORGO) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 15, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Stockholders of record as of April 23, 2026, are eligible to vote, with both Common and Convertible Preferred Stock voting as a single class on an as-converted basis.

• The board recommends voting for all director nominees, approval of executive compensation, and ratification of RSM US LLP as auditor.

Voting matters and shareholder proposals

• Proposals include re-election of nine directors, advisory approval of executive compensation, and ratification of RSM US LLP as independent auditor for 2026.

• Stockholders may submit proposals for the 2027 annual meeting by December 31, 2026, for inclusion in the proxy statement.

• Proxy voting is available online, by phone, or by mail, and stockholders can participate and vote during the virtual meeting.

Board of directors and corporate governance

• The board consists of ten members, including one Preferred Director elected by holders of Convertible Preferred Stock, and a Lead Independent Director.

• Board committees include Audit, Compensation, Nominating, and Research & Development, each with defined charters and independent membership.

• Directors are compensated with annual retainers, committee fees, and equity awards, with changes to compensation effective April 1, 2026.

• The board has adopted a code of ethics and corporate governance guidelines, and maintains policies for director nominations and stockholder communications.