DEF 14A of Elutia Inc.
Filed Apr 22, 2026 · FY20250001104659-26-046897
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2026
| 3. | to approve the First Amendment to the Elutia Inc. Amended and Restated 2020 Incentive Award Plan; |
What are the purposes of the Annual Meeting?
| ● | Proposal No. 3: Approve the First Amendment to the Elutia Inc. Amended and Restated 2020 Incentive Award Plan. |
How does the Board recommend that I vote?
| ● | “FOR” the approval of the First Amendment to the Elutia Inc. Amended and Restated 2020 Incentive Award Plan. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Board Size and Structure
Board Size and Structure Our restated certificate of incorporation as currently in effect (“Certificate of Incorporation”) provides that the number of directors shall be established from time to time by our Board of Directors. Our Board of Directors has fixed the number of directors at five, and we currently have five directors serving on the Board. Our Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III. Each class should consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. Each class of directors must stand for re-election no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, and the directors initially assigned to each class serve for a term set to end as set forth below. The term of each director continues until the election and qualification of his or her successor and is subject to his or her earlier death, resignation or removal. Generally, vacancies or newly created directorships on the Board will be filled only by vote of a majority of the directors then in office and will not be filled by the stockholders, unless the Board determines by resolution that any such vacancy or newly created directorship will be filled by the stockholders. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation or removal. On October 7, 2025, Ms. Maybelle Jordan and Mr. W. Matthew Zuga, both formerly serving as Class I directors, notified the Company of their resignation from the Board, effective October 8, 2025. Their resignations were not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Effective October 9, 2025, the Board reduced the number of directors to five and elected Mr. Guido Neels to serve as a member of the Board, as a Class I director, with a term expiring at the annual meeting of stockholders to be held in 2027 and until his successor has been duly elected and qualified. Mr. Neels was identified as a potential director candidate by a non-management director and the chief executive officer of the Company.
Current Directors and Terms
Current Directors and Terms Our current directors and their respective classes and terms are set forth below.
Current Directors and Terms
| Class III Directors — Current Term Ending at 2026 Annual Meeting | Class I Directors — Current Term Ending at 2027 Annual Meeting | Class II Directors — Current Term Ending at 2028 Annual Meeting | | David Colpman | Guido Neels | Brigid A. Makes | | Kevin Rakin | | C. Randal Mills, Ph.D. |
Nominees for Director
Nominees for Director Mr. Colpman and Mr. Rakin have been nominated by the Board to stand for election. As the directors assigned to Class III, the current term of service for Mr. Colpman and Mr. Rakin will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Mr. Colpman and Mr. Rakin will each serve for a term expiring at the annual meeting to be held in 2029 (the “2029 Annual Meeting”) and the election and qualification of his or her successor or until his or her earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve.
Information About Board Nominees and Continuing Directors
Information About Board Nominees and Continuing Directors The following pages contain certain biographical information as of April 17, 2026 for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees display: personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personality that complement those of our other directors that help build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.
Nominees for Election to Three-Year Terms Expiring No Later than the 2029 Annual Meeting
Nominees for Election to Three-Year Terms Expiring No Later than the 2029 Annual Meeting
Nominees for Election to Three-Year Terms Expiring No Later than the 2029 Annual Meeting
| Class III Directors | Age | Director Since | Current Position at Elutia | | David Colpman | 64 | 2022 | Director | | Kevin Rakin | 65 | 2015 | Executive Chairman of the Board |
Nominees for Election to Three-Year Terms Expiring No Later than the 2029 Annual Meeting
David Colpman has served as a member of our Board of Directors since October 2022. Mr. Colpman was the managing partner of Colpman Consulting Ltd., a business development consultancy, from July 2014 to March 2020. Prior to this, Mr. Colpman was a senior vice president at Shire Plc from 1999 to 2014. Prior to Shire Plc, Mr. Colpman had senior roles in business development at Novo Nordisk A/S, Glaxo Wellcome Plc and Boots Pharmaceuticals Ltd. Mr. Colpman served on the board of Bergen Bio AB, a publicly traded pharmaceutical company, from October 2024 to October 2025. From May 2015 to May 2022, Mr. Colpman served on the board of Orexo AB, a publicly traded pharmaceutical company, where Mr. Colpman served on its compensation committee from March 2019 to May 2022. Mr. Colpman served on the board and audit committee of HighCape Capital Acquisition Corp (“HighCape Acquisition”) a publicly traded affiliate of HighCape Partners, from September 2020 to June 2021. Mr. Colpman has also served as an advisor to Norgine Ltd, a pharmaceutical company, since January 2023. In addition, he is currently an advisor to HighCape Capital, an affiliate of HighCape Partners, which is an investment fund and affiliate of Elutia. Mr. Colpman received a B.Sc. from Portsmouth University in the field of pharmacy. We believe Mr. Colpman’s extensive management and leadership experience in pharmaceutical and healthcare companies make him well qualified to serve as a member of our Board of Directors. Kevin Rakin has served as our Chairman and a member of our Board of Directors since November 2015 and as Executive Chairman since June 2022. Mr. Rakin is the Co-founder of HighCape Partners, an investment fund and affiliate of Elutia, and has been a general partner in HighCape Partners since 2013. Additionally, Mr. Rakin served as Chief Executive Officer and a board member of HighCape Acquisition from June 2020 to June 2021, at which time HighCape Acquisition merged with Quantum-Si, where Mr. Rakin has served as a member of the board of directors since 2021 and serves on its audit committee. Mr. Rakin has also been a member of the board of directors of Nyxoah S.A., a publicly traded medical device company, since 2016, where he serves on its audit and compensation committees. From 2014 to 2022, Mr. Rakin served on the board of directors of Oramed Pharmaceuticals Inc., a publicly traded pharmaceutical company, where Mr. Rakin served on its audit and compensation committees. Mr. Rakin holds an M.B.A. from Columbia University and B.Com and B.Com (Hons) degrees from the University of Cape Town, South Africa. We believe Mr. Rakin’s extensive knowledge and experience in finance and leadership in healthcare and life sciences companies, including in the public company context, make him well qualified to serve as a member of our Board of Directors.
Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
| Class I Directors | Age | Director Since | Current Position at Elutia | | Guido Neels | 77 | 2025 | Director |
Class I Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Guido Neels has served as a member of our Board of Directors since October 2025. Mr. Neels has been with EW Healthcare Partners (formerly Essex Woodlands), a healthcare growth equity and venture capital firm, since August 2006, where he has served as Operating Partner since 2013. Prior to joining EW Healthcare Partners, Mr. Neels served in a variety of management positions at Guidant Corporation, a developer of cardiovascular medical products. From July 2004 until retiring in November 2005, Mr. Neels served as Guidant’s Chief Operating Officer, where he was responsible for the global operations of Guidant’s four operating units: Cardiac Rhythm Management, Vascular Intervention, Cardiac Surgery and Endovascular Solutions. From December 2002 to July 2004, Mr. Neels served as Guidant’s Group Chairman, Office of the President, responsible for worldwide sales operations, corporate communications, corporate marketing, investor relations and government relations. In January 2000, Mr. Neels was named Guidant’s President, Europe, Middle East, Africa and Canada. In addition, Mr. Neels served as Guidant’s Vice President, Global Marketing, Vascular Intervention, from 1996 to 2000 and as Guidant’s General Manager, Germany and Central Europe, from 1994 to 1996. Mr. Neels also serves on the board of directors of Bioventus Inc., a publicly traded medical device company, and is a member of its compensation committee. Mr. Neels previously served on the board of directors of Axogen, Inc., a publicly traded medical device company, from August 2011 to June 2025. Mr. Neels holds a Master in Business Administration from the Stanford University Graduate School of Business and received his Business Engineering degree from the University of Leuven in Belgium. We believe Mr. Neels’ extensive management and leadership experience in pharmaceutical and healthcare companies make him well qualified to serve as a member of our Board of Directors.
Class II Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
Class II Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
Class II Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
| Class II Directors | Age | Director Since | Current Position at Elutia | | Brigid A. Makes | 70 | 2020 | Director | | C. Randal Mills, Ph.D. | 54 | 2015 | President, Chief Executive Officer, Director |
Class II Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
Brigid A. Makes has served as a member of our Board of Directors since September 2020. Ms. Makes served as Chief Financial Officer of Vivani Medical, Inc., a publicly traded biopharmaceutical company from August 2022 through August 2025. Vivani merged with Nano Precision Medical, Inc., a privately-held biopharmaceutical company, where Ms. Makes served as Chief Financial Officer from February 2022 until the August 2022 merger. Ms. Makes has also served as an independent consultant for medical device and healthcare companies since July 2017, specifically advising on finance, accounting and funding responsibilities. From September 2011 to July 2017, Ms. Makes served as Senior Vice President and Chief Financial Officer of Miramar Labs, Inc., a biotechnology company focused on aesthetics and dermatology. From 2006 to 2011, Ms. Makes served as Senior Vice President and Chief Financial Officer of AGA Medical Corp (“AGA”), a medical device company developing interventional devices for the minimally invasive treatment of structural heart defects and peripheral vascular disorders. Prior to joining AGA, Ms. Makes held various positions at Nektar Therapeutics Inc. from 1999 to 2006, including serving as Chief Financial Officer from 1999 to 2003. From December 2019 to June 2023, Ms. Makes served as a member of the board of directors of Mind Medicine (MindMed) Inc., a publicly traded neuro-pharmaceutical company, where Ms. Makes served as the chair on the audit committee. Since June 2021, Ms. Makes has also been a member of the board of directors of Quantum-Si (Quantum-Si) Inc., a publicly traded life sciences company, where Ms. Makes serves on its audit committee. Ms. Makes holds an M.B.A. from Bentley University and a Bachelor of Commerce degree in Finance & International Business from McGill University. We believe Ms. Makes' extensive management and leadership experience with biotechnology companies and knowledge and experience in finance make her well qualified to serve as a member of our Board of Directors. C. Randal Mills, Ph.D. has served as our President and Chief Executive Officer since August 2022, after serving as our Interim President and Chief Executive Officer from June 2022 to August 2022 and has served as a member of our Board of Directors since November 2015. Prior to joining Elutia, Dr. Mills has served as Chief Executive Officer and as a member of the board of trustees of Sanford Burnham Prebys Medical Discovery Institute, a non-profit medical research institute from July 2020 to April 2022. Dr. Mills served as Chief Executive Officer of the National Marrow Donor Program, a nonprofit international organization that provides bone marrow for transplantation, from July 2017 to February 2020. From May 2014 to July 2017, Dr. Mills served as Chief Executive Officer of the California Institute for Regenerative Medicine, which was created to fund stem cell research in California. Dr. Mills also served as Chief Executive Officer of Osiris Therapeutics, Inc., a publicly traded regenerative medicine company, from June 2004 to December 2013. Prior to and during the last five years, Dr. Mills has served on the board of directors of various non-profit organizations, including Be The Match Foundation from July 2017 to February 2020, Tissue Banks International (now KeraLink International)), from August 2007 to December 2019, and the Alliance for Regenerative Medicine, an international community of organizations focused on regenerative medicine, from January 2014 to January 2016. Dr. Mills holds a Ph.D. in Pharmaceutical Science and a B.S. in Microbiology from the University of Florida. We believe Dr. Mills’ extensive management and leadership experience in medical and healthcare organizations, including in the regenerative medicine context, make him well qualified to serve as a member of our Board of Directors. The Board of Directors unanimously recommends a vote FOR the election of each of David Colpman and Kevin Rakin as Class III directors to hold office until the 2029 Annual Meeting and until each of their respective successors has been duly elected and qualified.
APPROVAL OF THE FIRST AMENDMENT TO THE ELUTIA INC. AMENDED AND RESTATED 2020 INCENTIVE AWARD PLAN
APPROVAL OF THE FIRST AMENDMENT TO THE ELUTIA INC. AMENDED AND RESTATED 2020 INCENTIVE AWARD PLAN
Overview
A copy of the Amendment is included as Annex A to this proxy statement. The purpose of the 2020 Plan is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. We believe that the 2020 Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants the perspective of an owner with an equity stake in the Company and providing a means of recognizing their contributions to the success of the Company. The Board and Company management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Company meet its goals. If our stockholders do not approve the Amendment, the 2020 Plan will remain in effect in its current form, which means: (1) the Company will continue to have the authority to grant awards under the 2020 Plan, (2) the annual increase of shares of our Common Stock authorized under the 2020 Plan will continue until April 27, 2033, and (3) the 2020 plan will terminate on the current termination date of April 27, 2033. As of April 17, 2026, there are 810,198 shares of Common Stock remaining available for future grant of awards under the 2020 Plan. In addition, the 2020 Plan provides for an annual increase of shares of Common Stock authorized under the 2020 Plan (equal to 4% of the outstanding shares of all classes of our Common Stock at the end of the prior calendar year or such less amount as determined by our Board of Directors). However, if our stockholders do not approve the Amendment, our Board believes that the shares available for grant under the 2020 Plan will not be sufficient to meet our anticipated future needs.
Current Awards Outstanding and Burn Rate
| Total shares of Common Stock outstanding | 44,208,236 | | Shares subject to outstanding stock options - total | 5,765,169 | | Shares subject to outstanding performance-based stock options | 345,011 | | Shares subject to outstanding RSUs - total | 642,630 | | Shares subject to outstanding performance-based RSUs | 252,394 | | Weighted average exercise price of stock options outstanding | $2.94 | | Weighted average remaining term (years) of stock options outstanding | 8.5 | | Shares remaining available for future grant under the 2020 Plan(1) | 810,198 | | Additional shares of Common Stock being requested under the Amendment | 3,000,000 |
Current Awards Outstanding and Burn Rate
| | | | | Weighted Average | | | | Total Stock | Total Restricted | Total | Common Shares | | | | Options | Stock Units | Equity Awards | Outstanding | Burn | | | Granted(1) | Granted(2) | Granted | (Basic) | Rate | | 2025 | 503,781 | 155,000 | 658,781 | 41,416,850 | 2% | | 2024 | 1,935,081 | 2,377,500 | 4,312,581 | 29,071,113 | 15% | | 2023 | 157,500 | 122,000 | 279,500 | 18,160,822 | 2% |
Current Awards Outstanding and Burn Rate
| (1) Consists of time-based stock options and/or performance-based stock options. |
Current Awards Outstanding and Burn Rate
| (2) Consists of time-based RSUs and/or performance-based RSUs. |
Equity Compensation Best Practices
Equity Compensation Best Practices All other key provisions and features of the 2020 Plan will remain the same, including the following provisions we believe are consistent with best practices in equity compensation and which we believe further protect the interests of our stockholders:
Equity Compensation Best Practices
| ● | Broad-based eligibility for equity awards. We grant equity awards to a large portion of our full-time employees. By doing so, we link employee interests with stockholder interests throughout the organization and motivate our employees to act as owners of the business. |
Equity Compensation Best Practices
| ● | No liberal change of control definition. The change of control definition does not create a “liberal” change in control. |
Equity Compensation Best Practices
| ● | No Discounted Options or Stock Appreciation Rights. Stock options and stock appreciation rights may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date. |
Equity Compensation Best Practices
| ● | No Transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution, unless approved by the plan administrator. |
Equity Compensation Best Practices
| ● | No Automatic Grants. The 2020 Plan does not provide for automatic grants to any individual. |
Equity Compensation Best Practices
| ● | No Tax Gross-Ups. The 2020 Plan does not provide for any tax gross-ups. |
Equity Compensation Best Practices
In consideration of these factors, and the judgment of the Board and the Compensation Committee that awards under the 2020 Plan are valuable incentives and serve the ultimate benefit of stockholders by aligning more closely the interests of participants in the 2020 Plan with those of our stockholders, the Board and the Compensation Committee believe that it is necessary to increase the number of shares authorized under the 2020 Plan pursuant to the Amendment to enable the Company to continue appropriately incentivizing new and existing employees.
Summary of the 2020 Plan
| ● | Stock Options. Stock options provide for the purchase of shares of our Common Stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the |
Summary of the 2020 Plan
| Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). |
Summary of the 2020 Plan
| ● | Restricted Stock and RSUs. Restricted stock is an award of nontransferable shares of our Common Stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our Common Stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. |
Summary of the 2020 Plan
| ● | Stock Payments, Other Incentive Awards and Cash Awards. Stock payments are awards of fully vested shares of our Common Stock that may, but need not, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to or derived from shares of our Common Stock or value metrics related to our shares, and may remain forfeitable unless and until specified conditions are met. Cash awards are cash incentive bonuses subject to performance goals. |
Additional Prior Award Information
Additional Prior Award Information The following table sets forth, with respect to the individuals and groups identified therein, information regarding stock options, performance-based stock options, RSUs and performance-based RSUs that have been granted to such individuals and groups under the 2020 Plan through April 17, 2026:
Compensation Committee
| ● | overseeing and administering our cash and equity incentive plans; |
Compensation Committee
| ● | periodically reviewing and making recommendations to our Board with respect to director compensation; |
Compensation Consultants
Compensation Consultants The compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. Before selecting any such consultant, counsel or advisor, the compensation committee reviews and considers the independence of such consultant, counsel or advisor in accordance with applicable Nasdaq Rules. We must provide appropriate funding for payment of reasonable compensation to any advisor retained by the compensation committee. The compensation committee did not engage the services of a compensation consultant during 2025.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2025, our “named executive officers” or “NEOs” and their positions were as follows:
EXECUTIVE AND DIRECTOR COMPENSATION
| ● | C. Randal Mills, Ph.D., President & Chief Executive Officer; |
EXECUTIVE AND DIRECTOR COMPENSATION
| ● | Matthew Ferguson, Chief Financial Officer; and |
EXECUTIVE AND DIRECTOR COMPENSATION
| ● | Michelle Williams, Ph.D., Chief Scientific Officer. |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($) | ($)(3) | ($) | | C. Randal Mills, Ph.D. | 2025 | 600,000 | ― | — | — | 738,000(4) | 6,284(7) | 1,344,284 | | President and Chief Executive Officer | 2024 | 600,000 | — | 2,311,156 | 1,617,373 | — | 7,628(8) | 4,536,157 | | Matthew Ferguson | 2025 | 385,000 | ― | — | — | 355,163(5) | 6,864(9) | 747,027 | | Chief Financial Officer | 2024 | 385,000 | ― | 902,500 | 518,705 | — | 3,427(10) | 1,809,632 | | Michelle Williams, Ph.D. | 2025 | 355,000 | ― | — | — | 327,488(6) | 6,214(11) | 688,702 | | Chief Scientific Officer | 2024 | 355,000 | ― | 722,000 | 518,705 | — | 1,779(12) | 1,597,484 |
Summary Compensation Table
| (1) Amounts reflect the grant-date fair value of the restricted stock units (“RSUs”) granted during 2024, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 5 of the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or the 2025 Annual Report. |
Summary Compensation Table
| (2) Amounts reflect the full grant-date fair value of stock options granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 5 of the consolidated financial statements included in the 2025 Annual Report. |
Summary Compensation Table
| (3) No amounts are indicated for perquisites and other personal benefits as the value provided did not exceed $10,000 for any NEOs. |
Summary Compensation Table
| (4) Amount reflects the non-equity incentive plan compensation of $360,000 and $378,000 related to performance during the years ended December 31, 2024 and 2025, respectively. See “2025 Bonuses” below. |
Summary Compensation Table
| (5) Amount reflects the non-equity incentive plan compensation of $173,250 and $181,913 related to performance during the years ended December 31, 2024 and 2025, respectively. See “2025 Bonuses” below. |
Summary Compensation Table
| (6) Amount reflects the non-equity incentive plan compensation of $159,750 and $167,738 related to performance during the years ended December 31, 2024 and 2025, respectively. See “2025 Bonuses” below. |
Summary Compensation Table
| (7) Amount reflects a matching contribution of $4,091 under the Company’s 401(k) plan and payment of $2,193 with respect to group term life insurance, short-term disability and long-term disability premiums. |
Summary Compensation Table
| (8) Amount reflects a matching contribution of $5,849 under the Company’s 401(k) plan and payment of $1,779 with respect to group term life insurance, short-term disability and long-term disability premiums. |
Summary Compensation Table
| (9) Amount reflects a matching contribution of $4,671 under the Company’s 401(k) plan and payment of $2,193 with respect to group term life insurance, short-term disability and long-term disability premiums. |
Summary Compensation Table
| (10) Amount reflects a matching contribution of $1,648 under the Company’s 401(k) plan and payment of $1,779 with respect to group term life insurance, short-term disability and long-term disability premiums. |
Summary Compensation Table
| (11) Amount reflects a matching contribution of $4,021 under the Company’s 401(k) plan and payment of $2,193 with respect to group term life insurance, short-term disability and long-term disability premiums. |
Summary Compensation Table
| (12) Amount reflects payment of $1,779 with respect to group term life insurance, short-term disability and long-term disability premiums. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of Class A common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards(16) | | | | | | Stock Awards(16) | | | | | | | | | | | | | | | Equity | | | | | | | | | | | | incentive | | | | | | | | | | | Equity | plan | | | | | | Equity | | | | | incentive | awards: | | | | | | incentive | | | | | plan awards: | market or | | | | | | plan | | | | Market | market or | payout | | | | | | awards: | | | | Value | payout value | value of | | | | | | number of | | | Number of | of Shares | of unearned | unearned | | | | Number of | Number of | securities | | | Shares or | or Units | shares, units | shares, | | | | Securities | Securities | underlying | | | Units of | of Stock | or other | units or | | | | Underlying | Underlying | unexercised | | | Stock | that have | rights that | other rights | | | | Unexercised | Unexercised | unearned | Option | Option | that have | not | have not | that have | | | | Options (#) | Options (#) | options | Exercise | Expiration | not | vested | vested | not vested | | Name | Grant Date | Exercisable | Unexercisable | (#) | Price ($) | Date | vested (#) | ($)(15) | (#) | ($)(11) | | C. Randal Mills, Ph.D. | 12/9/2020(1) | 14,307 | — | — | 17.00 | 12/9/2030 | | | | | | | 6/7/2021(2) | 14,082 | — | — | 10.41 | 6/7/2031 | | | | | | | 6/7/2022(3) | 22,090 | — | — | 6.28 | 6/7/2032 | | | | | | | 6/21/2022(4) | 91,256 | — | — | 6.39 | 6/20/2032 | | | | | | | 6/21/2022(5) | 159,698 | 22,813 | — | 6.39 | 6/20/2032 | | | | | | | 6/21/2022(6) | — | — | 182,511 | 6.39 | 6/20/2032 | | | | | | | 4/27/2023(7) | | | | | | 22,473 | 15,506 | — | — | | | 4/27/2023(8) | | | | | | 89,894 | 62,027 | — | — | | | 1/31/2024(9) | 162,500 | — | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(10) | 207,639 | 117,361 | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(11) | — | — | 162,500 | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(12) | | | | | | 108,333 | 74,750 | — | — | | | 1/31/2024(13) | | | | | | 162,500 | 112,125 | — | — | | Matthew Ferguson | 10/8/2020(14) | 81,800 | — | — | 17.00 | 10/8/2030 | | | | | | | 3/8/2021(5) | 30,900 | — | — | 14.53 | 3/8/2031 | | | | | | | 3/8/2022(5) | 29,063 | 1,937 | — | 5.08 | 3/7/2032 | | | | | | | 1/31/2024(9) | 50,000 | — | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(10) | 95,834 | 54,166 | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(12) | — | — | — | — | — | 50,000 | 34,500 | — | — | | Michelle Williams, Ph.D. | 10/20/2022(5) | 67,500 | 22,500 | — | 7.16 | 10/19/2032 | | | | | | | 1/31/2024(9) | 50,000 | — | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(10) | 95,834 | 54,166 | — | 3.61 | 1/30/2034 | | | | | | | 1/31/2024(12) | — | — | — | — | — | 50,000 | 34,500 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) The stock options vested and became exercisable in three annual equal installments, beginning on October 8, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The stock options vested fully and became exercisable on the first anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The stock options vested fully and became exercisable on the first anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The stock options vested fully and became exercisable on August 9, 2022. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The stock options vested as to 25% upon the first anniversary of the grant date, and the remaining 75% vest in 12 equal quarterly installments thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The stock options vest and become exercisable in four equal installments upon the Company’s achievement of, respectively, a share price of $6.00, $10.00, $14.00, and $18.00 in each case determined based on twenty consecutive days trading at or above the applicable threshold, subject to continued service through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) The RSUs were authorized for grant on June 21, 2022, but were not formally granted until April 27, 2023. The RSUs vest as to 25% upon the first anniversary of the grant authorization date, and the remaining 75% vest in three equal annual installments thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) The RSUs were authorized for grant on June 21, 2022, but were not formally granted until April 27, 2023. The RSUs vest and become exercisable in four equal installments upon the Company’s achievement of, respectively, a share price of $6.00, $10.00, $14.00, and $18.00 in each case determined based on twenty consecutive days trading at or above the applicable threshold, subject to continued service through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) The stock options vested fully and became exercisable on the 10th business day following FDA clearance of EluPro. |
Outstanding Equity Awards at Fiscal Year-End
| (10) The stock options vest and become exercisable in equal monthly installments over three years beginning one month after the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (11) The stock options vest and become exercisable in four equal installments upon the Company’s achievement of, respectively, a share price of $6.00, $10.00, $14.00, and $18.00 in each case determined based on twenty consecutive days trading at or above the applicable threshold, subject to continued service through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (12) The RSUs vest with respect to 1/6 on June 10, 2024, and 1/12 quarterly thereafter on each of the following dates: September 10, 2024, December 10, 2024, March 10, 2025, June 10, 2025, September 10, 2025, December 10, 2025, March 10, 2026, June 10, 2026, September 10, 2026, and December 10, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (13) The RSUs vest in four equal installments upon the Company’s achievement of, respectively, a share price of $6.00, $10.00, $14.00, and $18.00 in each case determined based on twenty consecutive days trading at or above the applicable threshold, subject to continued service through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (14) The stock options vested and became exercisable in four equal annual installments, beginning on October 8, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (15) Values were calculated based on a $0.69 closing price of our shares of Class A common Stock, as reported on Nasdaq on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (16) Pursuant to the terms of each NEO’s employment agreement, the NEOs’ outstanding stock options and RSUs will vest and become exercisable, as applicable, upon the occurrence of a Change in Control (as defined in the 2020 Plan) if such NEO is terminated without Cause (as defined below in “Employment Agreements”) or resigns for Good Reason (as defined below in “Employment Agreements”) within the 12 months after such Change in Control is consummated, or with respect to Dr. Mills’ employment agreement, also within the three months prior to the Change in Control being consummated. |
Pay Versus Performance
Pay Versus Performance The following table sets forth information concerning the compensation of our principal executive officer (“PEO”) and our NEOs other than the PEO for each of the years ended December 31, 2024, and 2025 and our financial performance for each such year:
Pay Versus Performance
| | | | Average | Average | Value of Initial | | | | | | Summary | Compensation | Fixed $100 | | | | Summary | | Compensation | Actually | Investment | | | | Compensation | Compensation | Table Total for | Paid to | Based on Total | Net | | | Table Total for | Actually | Non-PEO | Non-PEO | Shareholder | Income (Loss) | | | PEO | Paid to PEO | NEOs | NEOs | Return | (thousands) | | Year | ($) | ($)(1)(2) | ($) | ($)(1)(2) | ($)(3) | ($) | | 2025 | 1,344,284 | (1,214,123) | 717,865 | 162,616 | 69.30 | 53,380 | | 2024 | 4,536,157 | 5,085,866 | 1,703,558 | 1,797,913 | 173.15 | (53,949) |
Pay Versus Performance
| (1) Amounts represent compensation actually paid to C. Randal Mills, Ph.D., our PEO, and the average compensation actually paid to our non-PEO NEOs for each of the relevant years, as determined under Securities Exchange Commission rules (and described below). Our non-PEO NEOs for 2025 and 2024 were Matthew Ferguson and Michelle Williams, Ph.D. |
Pay Versus Performance
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
Pay Versus Performance
| | 2025 | | 2024 | | | | | Average | | Average | | | | Non-PEO | | Non-PEO | | | PEO | NEOs | PEO | NEOs | | Adjustments | ($) | ($) | ($) | ($) | | Summary Compensation Table - Total Compensation Reported | 1,344,284 | 717,865 | 4,536,157 | 1,703,558 | | Deduction for Amounts Reported under the "Stock Awards" and "Option Awards" Columns in the Summary Compensation Table | - | - | (3,928,529) | (1,330,955) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Year that Remain Unvested, determined as of applicable year-end | - | - | 2,467,353 | 744,575 | | Increase/deduction for Awards Granted during Prior Year that were Outstanding and Unvested as of Applicable Year-end, determined based on change in ASC 718 Fair Value from Prior Year-end to Applicable Year-end | (2,035,934) | (322,513) | 402,314 | 36,513 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Year that Vested during Applicable Year, determined as of Vesting Date | - | - | 1,514,728 | 609,469 | | Increase/deduction for Awards Granted during Prior Year that Vested during Applicable Year, determined based on change in ASC 718 Fair Value from Prior Year-end to Vesting Date | (522,473) | (232,736) | 93,843 | 34,754 | | Compensation Actually Paid | (1,214,123) | 162,616 | 5,085,866 | 1,797,913 |
Pay Versus Performance
| (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life calculated as of the revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 and prior years. |
Pay Versus Performance
| (3) Assumes $100 was invested for the period starting December 31, 2023, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
Relationship Between Financial Performance Measures The graphs below compare the compensation actually paid to C. Randal Mills, Ph.D., our chief executive officer and PEO, and the average of the compensation actually paid to our non-CEO NEOs, with (i) our cumulative TSR, and (ii) our net income in each case, for the fiscal years ended December 31, 2024 and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any were reinvested.
Director Compensation
Director Compensation
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy In connection with our IPO, we implemented a non-employee director compensation policy pursuant to which each non-employee director will receive an annual director fee of $40,000 as well as an additional annual fee of $30,000 for service as our chairman, $20,000, $15,000, $10,000 for service as the chair of our audit, compensation and nominating and corporate governance committees, respectively and an additional annual fee of $10,000, $7,500, $5,000 for service (other than as chair) on our audit, compensation and nominating and corporate governance committees, respectively, each earned on a quarterly basis. Each director will also receive an annual equity award with a grant date fair value of $81,000, which will vest in full on the date of our annual shareholder meeting immediately following the date of grant, subject to the nonemployee director continuing in service through such meeting date. The award is further subject to accelerated vesting upon a change in control (as defined in the 2020 Plan). In addition to the annual awards, the policy provides that, upon a non-employee director’s initial appointment, such director is entitled to receive an option award with a grant date fair value of $126,000 (an “Initial Award”), which will vest annually in three installments of one-third each, on each of the first three anniversaries of the grant date. On June 8, 2023, the Board approved an amendment to the non-employee director compensation policy such that (i) the Board has discretion to reduce the number of annual stock options granted to each non- employee director to an amount less than the number equal to grant date fair value of $81,000, (ii) the Board has discretion to reduce the Initial Award to an amount less than the number equal to a grant date fair value of $126,000 and (iii) the Company may pay the Board service fees in Class A common stock of the Company or cash. In addition, on June 21, 2022, the Board created the position of Executive Chairman of the Board, a non- employee director position, and appointed Kevin Rakin to serve in this position. In recognition of Mr. Rakin’s additional time, contribution and responsibilities serving as Executive Chairman of the Board, the Board provided Mr. Rakin with additional director compensation for his service. Mr. Rakin’s Executive Chairmanship and related additional compensation was initially set to expire on June 20, 2023, but has been extended three times by the Board due to Mr. Rakin’s continuation in such role and currently expires on June 20, 2026. As such, Mr. Rakin is eligible to receive a total of $200,000 in cash compensation for his role as Executive Chairman, which shall be earned on a quarterly basis. Furthermore, in 2023, 2024 and 2025, Mr. Rakin received an annual stock option grants that were 1.5 times the standard director grant for each year. The total compensation earned or paid to our non-employee directors during 2025 is set forth in the table below.
Non-Employee Director Compensation Policy
| | Fees Earned or | Option | All Other | | | Name | Paid in Cash ($) | Awards ($)(1) | Compensation | Total ($) | | Kevin Rakin | 200,000 | 121,500 | — | 321,500 | | David Colpman | 57,500 | 81,000 | — | 138,500 | | Maybelle Jordan (2) | 60,000 | 81,000 | — | 141,000 | | Brigid A. Makes | 80,000 | 81,000 | — | 161,000 | | Guido Neels (3) | — | 126,000 | 70,250 | 196,250 | | W. Matthew Zuga (4) | 41,593 | 81,000 | — | 122,593 |
Non-Employee Director Compensation Policy
| (1) Amounts reflect the full grant-date fair value of stock options granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all option awards made to our non-employee directors in Note 5 to the consolidated financial statements included in our 10-K. |
Non-Employee Director Compensation Policy
| (2) Ms. Jordan resigned from the Board, effective October 8, 2025. |
Non-Employee Director Compensation Policy
| (3) Mr. Neels joined the Board and the audit committee, effective as of October 9, 2025. The entry in the “Option Awards” column reflects that Mr. Neels received the Initial Award following his appointment to the Board in 2025. The entry in the “All Other Compensation” column represents 25,000 RSUs that were granted to Mr. Neels on March 5, 2025 pursuant to the Company’s consulting agreement with Mr. Neels. The RSUs vested in four equal installments commencing on March 10, 2025 and on the 10th of every third month thereafter until fully vested on December 10, 2025. The RSUs were granted under the Company’s 2020 Incentive Award Plan and settled in shares of the Company’s Class A common stock. The Consulting Agreement was terminated, effective as of November 11, 2025. All RSUs granted pursuant to the Consulting Agreement that were unvested at the time it was terminated continued to fully vest on their original vesting schedules, notwithstanding termination of the Consulting Agreement. |
Non-Employee Director Compensation Policy
| (4) Mr. Zuga resigned from the Board, effective October 8, 2025. |
Non-Employee Director Compensation Policy
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of December 31, 2025 by each non-employee director who was serving on the Board as of December 31, 2025.
Non-Employee Director Compensation Policy
| | Options Outstanding at | | Name | Fiscal Year End | | Kevin Rakin | 229,467 | | David Colpman | 145,687 | | Brigid A. Makes | 167,653 | | Guido Neels | 171,916 |