DEF 14A of TELA Bio, Inc., Apr 30, 2026

DEF 14A of TELA Bio, Inc.

Filed Apr 30, 2026 · FY20250001104659-26-053117

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of Joseph Capper, William Plovanic and Betty Jo Rocchio as Class I directors, each to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders. Doug Evans currently serves as a Class I director on our Board of Directors, or the Board, with a term expiring at the Annual Meeting. Mr. Evans’ service as a member of our Board will end effective as of the date of the Annual Meeting and he is not standing for re-election. The Board has nominated Joseph Capper for election as a Class I director at the Annual Meeting, to serve for a three-year term expiring at our 2029 Annual Meeting of Stockholders. The number of members of our Board is currently set at seven members and is divided into three classes, each of which has a three-year term. Class I consists of three directors and Class II and III each consist of two directors. The term of office of our Class I directors expires at the Annual Meeting. We are nominating (i) William Plovanic and Betty Jo Rocchio for re-election at our Annual Meeting and (ii) Joseph Capper for election at our Annual Meeting, each to serve until the 2029 Annual Meeting of Stockholders or until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Joseph Capper, William Plovanic and Betty Jo Rocchio. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  3. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

  4. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    | Betty Jo Rocchio | | | | Age: 58 Director Since: 2025 | Committee Memberships: Compensation; Nominating and Corporate Governance | Other Public Directorships: None | | Betty Jo Rocchio has been a member of our Board since October 2025. Has served as the Executive Vice President and Chief Nurse at Advocate Health, a nonprofit integrated health system, since November 2024. Dr. Rocchio also serves on the Medtronic Chief Nurse Advisory Board, the Mytonomy Advisory Board, and the UKG Chief Nurse Advisory Board. Dr. Rocchio previously served as Mercy Health System’s (“Mercy”) Senior Vice President and Chief Nurse Executive prior to which she held roles as the Chief Nursing Optimization Officer and Vice President of Perioperative Services. Prior to joining Mercy, Dr. Rocchio held several leadership positions in the Mount Carmel Health System in Columbus, Ohio, including Chief Nurse Anesthetist, System Director of Surgical Services, and Vice President of Nursing and Chief Nursing Officer. Dr. Rocchio holds a Bachelor’s degree in Nursing and an Associate degree in Business Management from the Franciscan University of Steubenville, a Master’s degree in Health Sciences from LaRoche College, a Certificate of Anesthesia from St. Francis School of Anesthesia, and a Doctorate of Nursing Practice from The Ohio State University and is certified in Executive Nurse Practice by the American Organization for Nursing Leadership and in Evidence-Based Practice (EBP-C) by the Helene Fuld Health Trust National Institute of Evidence-based Practice in Nursing and Healthcare at The Ohio State University. | | | | Skills & Qualifications: Dr. Rocchio’s extensive expertise in the nursing and medical industry and experience as an executive nurse in the hospital and nursing field provide her with the qualifications and skills to serve on our Board. | | |

  5. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2029

    | William Plovanic | | | | Age: 57 Director Since: 2025 | Committee Memberships: Audit; Nominating and Corporate Governance | Other Public Directorships: None | | William Plovanic has been a member of our board since 2025. Mr. Plovanic has served as Managing Director, Healthcare Equity Research at Canaccord Genuity LLC, a global investment bank focused on growth companies, since May 2020. As Managing Director, Mr. Plovanic leads equity research coverage of medical technology sectors, including cardiovascular, diabetes, and neuromodulation. Previously, Mr. Plovanic served as President, Chief Executive Officer, Chief Financial Officer, and as a board member at Obalon Therapeutics, Inc. (“Obalon”) (formerly, Nasdaq: OBLN), a previously publicly traded medical device company, from March 2016 until a merger with ReShape LifeSciences, Inc. (formerly, Nasdaq: RSLS) in June 2021. At Obalon, Mr. Plovanic guided the company through commercialization of novel obesity treatment technologies and services, significant organizational changes, and its eventual merger with ReShape LifeSciences. Prior to Obalon, Mr. Plovanic worked as an equity research analyst for 20 years covering medical technology companies in the orthopedics and biomaterials sectors. Mr. Plovanic holds a Bachelor of Science in Finance from Bradley University and is a Chartered Financial Analyst (CFA) Charterholder. | | | | Skills & Qualifications: Mr. Plovanic’s extensive expertise in the medical technology industry and experience as an executive officer in the medical therapeutics field provide him with the qualifications and skills to serve on our Board. | | |

  6. CLASS I DIRECTOR — CURRENTLY NOT A MEMBER OF THE BOARD AND PROPOSED TERM TO EXPIRE IN 2029

    CLASS I DIRECTOR — CURRENTLY NOT A MEMBER OF THE BOARD AND PROPOSED TERM TO EXPIRE IN 2029 Doug Evans currently serves as a Class I director on our Board, with a term expiring at the Annual Meeting. Mr. Evans’ service as a member of our Board will end effective as of the date of the Annual Meeting and he is not standing for re-election. Our Board has nominated Joseph Capper to serve as a Class I director.

  7. CLASS I DIRECTOR — CURRENTLY NOT A MEMBER OF THE BOARD AND PROPOSED TERM TO EXPIRE IN 2029

    | Joseph Capper | | | | Age: 64 | Committee Memberships: None | Other Public Directorships: MiMedx Group Inc. and Anika Therapeutics, Inc. | | Joseph Capper has been nominated by our Board for election as a Class I director at the Annual Meeting by the Company’s stockholders to serve until the Company’s Annual Meeting of Stockholders to be held in 2029. If elected, Mr. Capper will serve as the Chairman of the Board. Mr. Capper joined the MiMedx Group Inc. (NASDAQ: MDXG) as its Chief Executive Officer and member of the Board in January 2023. A highly experienced and accomplished healthcare executive, he brings nearly 30 years of experience in MedTech and Life Sciences leadership roles and a track record of substantial value creation. Mr. Capper has successfully led several organizations, most recently serving as the CEO of BioTelemetry, Inc. (formerly NASDAQ: BEAT) from 2010 to 2021, guiding the company through a significant turn-around, which culminated in its acquisition by Royal Philips for $2.8 billion. Prior to joining BioTelemetry, Mr. Capper served as President and CEO of both Home Diagnostics and CCS Medical. Mr. Capper brings a wealth of commercial experience, having held several leadership roles earlier in his career during the decade he spent with Bayer AG. Additionally, Mr. Capper was an officer in the U.S. Navy serving with distinction as a naval aviator. Mr. Capper has served on the board of directors of Anika Therapeutics, Inc. (NASDAQ: ANIK), since May 2024. He received his undergraduate degree in Accounting from West Chester University and an MBA in International Finance from George Washington University. | | | | Skills & Qualifications: Mr. Capper’s expertise in the medical device industry and experience as an executive officer in the medical device field provide him with the qualifications and skills to serve on our Board. | | |

  8. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  9. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CLASS II DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  10. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Kurt Azarbarzin | | | | Age: 63 Director Since: 2018 | Committee Memberships: Nominating and Corporate Governance | Other Public Directorships: None | | Kurt Azarbarzin has been a member of our Board since November 2018. Mr. Azarbarzin has previously served as the Chief Executive Officer and a member of the board of Endoquest Robotics, a medical device company that designs and develops flexible microsurgical robotic devices, from November 2020 to June 2024. Mr. Azarbarzin served as Chief Executive Officer and a member of the board of directors of Verb Surgical Inc., a robotic surgery company, from July 2019 to November 2020. Mr. Azarbarzin previously served as Chief Technology Officer for CONMED Corporation, a global, publicly-traded medical device company dedicated to helping customers improve patient outcomes, from 2016 to July 2019. Mr. Azarbarzin is the former Founder of SurgiQuest, Inc., a medical device company focused on advancing minimally invasive surgery, and served as its Chief Executive Officer from 2005 until June 2016. Mr. Azarbarzin is a member of the executive board at Center for Biomedical Innovation and Technology at Yale University. Mr. Azarbarzin previously held leadership roles in Research and Development at U.S. Surgical & Tyco Healthcare. He earned a Bachelor of Science from the University of Bridgeport and completed advanced graduate studies in mechanical design at Bridgeport Engineering Institute and manufacturing engineering at Bradley University. | | | | Skills & Qualifications: Mr. Azarbarzin’s expertise in the medical device industry and experience as an executive officer in the medical device field provide him with the qualifications and skills to serve on our Board. | | |

  11. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Antony Koblish | | | | Age: 60 Director Since: 2012 | Committee Memberships: None | Other Public Directorships: None | | Antony Koblish is one of our co-founders and has served as our Chief Executive Officer and as a member of the Board since our founding in April 2012. Mr. Koblish served as our President until June 2025. Previously, Mr. Koblish was President and Chief Executive Officer of Orthovita, Inc., a publicly traded orthobiologics and biosurgery medical device company. Mr. Koblish co-founded and currently serves as Chairman of the Board of Onkos Surgical, Inc., a surgical oncology orthopedic company. Mr. Koblish also serves on the Board of Cerapedics Inc., a private ortho-biologics company, and is a board member of Spineology, Inc., a private spine company. As a Board member of Cerapedics and Spineology, and Chairman of the Board of Onkos Surgical, Mr. Koblish attends one board meeting per quarter, respectively. The remainder of Mr. Koblish’s time is dedicated to serving as our Chief Executive Officer. Mr. Koblish earned a Master of Science in Engineering degree in Mechanical Engineering and Applied Mechanics from the University of Pennsylvania, and holds a Bachelor of Science degree in Mechanical Engineering from Worcester Polytechnic Institute. | | | | Skills & Qualifications: Mr. Koblish’s knowledge of our business, as well as his extensive leadership experience and successful record of commercial operation and product pipeline development provide him with the qualifications and skills to serve on our Board. | | |

  12. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

  13. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | Vince Burgess | | | | Age: 61 Director Since: 2014 | Committee Memberships: Compensation (Chair) | Other Public Directorships: None | | Vince Burgess has been a member of our Board since June 2014. From October 2017 until his retirement in May 2022, Mr. Burgess served as President, Chief Executive Officer and member of the board of directors of Acutus Medical, Inc., a medical device company, and previously served as a Venture Partner with OrbiMed Advisors, LLC, a healthcare investment firm, from September 2011 until May 2020. Previously, Mr. Burgess was a member of the initial executive team at Volcano Corporation, where he served as President of Advanced Imaging Systems. He also led marketing and business development at Volcano from 2002 to 2010. He currently serves as a member of the board of directors of Bolt Medical. He has previously served on the boards of NeuroPace, Inc., Sonendo Inc., Ornim Medical, Keystone Heart, Inc., Vessix Vasular, Cryterion Medical and CardiAQ, Inc. He earned his Bachelor of Science degree in Business Administration from the University of Southern California and his Masters of Business Administration from the University of California, Los Angeles. | | | | Skills & Qualifications: Mr. Burgess’ expertise in marketing and business development, as well as his operational and board experience in the surgical tool field provide him with the qualifications and skills to serve on our Board. | | |

  14. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | Federica O’Brien | | | | Age: 68 Director Since: 2019 | Committee Memberships: Audit (Chair) | Other Public Directorships: MacroGenics, Inc. | | Federica O’Brien has been a member of our Board since November 2019. Ms. O’Brien has been the President of CFO’Brien Consulting, LLC since January of 2018 providing strategic, operational and financial consulting, and flexible time chief financial officer services primarily for biotech companies. Previously she served as Chief Financial Officer of Complexa Inc., a biopharmaceutical company, from May 2015 to December 2017 and as Chief Financial Officer of Cerecor Inc., a biopharmaceutical company, from April 2013 to May 2015. Prior to that, Ms. O’Brien served as the Chief Financial Officer and Chief Operating Officer of Cervilenz Inc., a privately held medical device company. She has also held senior financial management positions at Cardiokine Inc., a privately held biotechnology company, Barrier Therapeutics, Inc., during and subsequent to the biotechnology company’s initial public offering, and at Infonautics, Inc., then a publicly held technology company. Ms. O’Brien currently serves on the board of directors for MacroGenics, Inc., a biopharmaceutical company, where she also serves as the chair of the Audit Committee. She began her career at public accounting firms including most recently as an Audit Manager for Coopers & Lybrand. Ms. O’Brien received her B.A. in Accounting from Rutgers University and is a Certified Public Accountant - Inactive in the State of New Jersey. In November 2025, Ms. O’Brien obtained a certificate in Cybersecurity Governance for the Board of Directors from MIT Sloan School of Management. | | | | Skills & Qualifications: Ms. O’Brien’s financial, accounting management and audit expertise provide her with the qualifications and skills to serve on our Board. | | |

  15. INCOMING DIRECTORS

    INCOMING DIRECTORS On April 29, 2026, Kurt Azarbarzin, Vince Burgess and Federica O’Brien each submitted his or her resignation from the Board and all committees, respectively. The Board identified and approved Guido Neels as a Class II director, with a term expiring at the 2027 Annual Meeting of the Company, and Guy Nohra and Paul Thomas as Class III directors, with terms expiring at the 2028 Annual Meeting of the Company to be appointed to the Board as directors. Guido Neels, Guy Nohra, and Paul Thomas appointments will become effective immediately following the Annual Meeting.

  16. CLASS II DIRECTOR

    CLASS II DIRECTOR

  17. CLASS II DIRECTOR

    | Guido Neels | | | | Age: 77 | Future Committee Memberships: Compensation; Nominating and Corporate Governance | Other Public Directorships: Elutia Inc. and Bioventus Inc. | | Guido Neels will be appointed to the Board immediately following the Annual Meeting and serve as a Class II director with a term expiring at the Company’s Annual to be held in 2027. Mr. Neels joined EW Healthcare Partners (“EW”) in 2006 and is an Operating Partner. He currently serves on the board of directors of several companies, including Elutia Inc. (NASDAQ: ELUT), Impulse Dynamics, Corvista, Enercon Technologies, and Bioventus Inc. (NASDAQ: BVS). Prior to joining EW, Mr. Neels served as Chief Operating Officer of Guidant Corporation, a world leader in the development of cardiovascular medical products prior to the company’s acquisition for $25 billion. Mr. Neels was responsible for the global operations of Guidant’s four operating units, Cardiac Rhythm Management, Vascular Intervention, Cardiac Surgery, and Endovascular Solutions, including responsibility for worldwide sales operations, corporate communications, corporate marketing, investor relations, and government relations. He also served as Vice President of Global Marketing for Vascular Intervention and as Managing Director for German and Central European operations. Prior to joining Guidant, Mr. Neels held general management, sales, and marketing positions at Eli Lilly in the U.S. and Europe. Mr. Neels previously served on the board of directors of Axogen, Inc. (NASDAQ: AXGN) from August 2015 to June 2025. Mr. Neels holds a Business Engineering degree from the University of Leuven in Belgium and a Master of Business Administration from Stanford University. | | | | Skills & Qualifications: Mr. Neels expertise in the medical device industry and experience as an executive officer in the medical device field provide him with the qualifications and skills to serve on our Board. | | |

  18. CLASS III DIRECTORS

    CLASS III DIRECTORS

  19. CLASS III DIRECTORS

    | Guy Nohra | | | | Age: 66 | Future Committee Memberships: Audit; Compensation (Chair) | Other Public Directorships: Bioventus Inc. | | Guy Nohra will be appointed to the Board immediately following the Annual Meeting and serve as a Class III director with a term expiring at the Company’s Annual to be held in 2028. Mr. Nohra is a co-founder of Alta Partners, and was also a partner at Burr, Egan, Deleage & Co., which he joined in 1989. Mr. Nohra has been involved in the funding and development of notable medical technology and life science companies including ATS Medical, Cutera, Innerdyne, R2 Technology, deCODE genetics, and Vesica. Previously, Mr. Nohra was Product Manager of Medical Products with Security Pacific Trading Corporation. He was responsible for a multi-million dollar product line and traveled extensively in Korea, Taiwan, Hong Kong, China, and Southeast Asia. Currently, Mr. Nohra serves on the board of directors Bioventus Inc. (NASDAQ: BVS). He previously served on the board of directors of AcelRx Pharmaceuticals (formerly NASDAQ: ACRX), Carbylan Biosurgery (formerly NASDAQ: CBYL), Vertiflex and was the Chairman of the board of directors of USGI Medical and served on the board of directors of the Medical Device Manufacturing Association. He was named to the Forbes “Midas List” of dealmakers in high-tech and life sciences in 2007. In 2016 Mr. Nohra cofounded Alta Life Sciences, venture fund based in Barcelona. Mr. Nohra has also served as the President of the Silicon Valley chapter of The Leukemia and Lymphoma Society for two terms. He holds a Master of Business Administration from the University of Chicago and a Bachelor of Arts in History from Stanford University. | | | | Skills & Qualifications: Mr. Nohra’s expertise in the medical industry and experience as an investor in the medical device field provide him with the qualifications and skills to serve on our Board. | | |

  20. CLASS III DIRECTORS

    | Paul Thomas | | | | Age: 70 | Future Committee Memberships: Audit; Nominating and Corporate Governance (Chair) | Other Public Directorships: Axogen Corporation | | Paul Thomas will be appointed to the Board immediately following the Annual Meeting and serve as a Class III director with a term expiring at the Company’s Annual to be held in 2028. Mr. Thomas currently serves as the Chief Executive Officer and Co-Founder of Prominex, Inc., a company focused on the development of molecular diagnostic assays for point-of-care infectious disease testing, a position he has held since 2018. Mr. Thomas previously served as the Chief Executive Officer of Roka Bioscience, a molecular diagnostic company focused on pathogen testing, a position he held from 2009 until 2017. Before that, he served as Chairman and Chief Executive Officer of LifeCell Corporation (formerly NASDAQ: LIFC), a regenerative medicine company from 1998 until it was acquired by KCI in 2008 in a transaction valued at $1.8 billion. Mr. Thomas previously held various senior positions, including President of the Pharmaceutical Products Division, during his tenure of 15 years with Ohmeda, a world leader in inhalation anesthetics and acute care pharmaceuticals. Mr. Thomas currently serves on the board of directors of Axogen Corporation (NASDAQ: AXGN) and has been a member of the board since 2020. Mr. Thomas received his MBA degree from Columbia University Graduate School of Business and completed his postgraduate studies in Chemistry at the University of Georgia Graduate School of Arts and Science. He received his B.S. degree in Chemistry from St. Michael’s College in Vermont. | | | | Skills & Qualifications: Mr. Thomas’ expertise in the medical device industry and experience as an executive officer in the medical device field provide him with the qualifications and skills to serve on our Board. | | |

  21. CLASS III DIRECTORS

    | CORPORATE GOVERNANCE AND RISK MANAGEMENT |

  22. CLASS III DIRECTORS

    We are committed to good corporate governance and integrity in our business dealings. We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are key to our relationship with our stockholders. We strive to have regular, constructive conversations with our stockholders to better understand our stockholders’ priorities and perspectives. Our governance practices are documented in our Fourth Amended and Restated Certificate of Incorporation, our Bylaws, our Code of Conduct, our Corporate Governance Guidelines and the charters of the committees of the Board, or the Committees. Aspects of our governance documents are summarized below. You can find our charters for each Committee and our Code of Conduct on our website at www.telabio.com under “Investors — Corporate Governance — Governance Documents.”

  23. Communicate

    | DIRECTOR COMPENSATION |

  24. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The table below depicts the compensation elements of our Amended and Restated Non-Employee Director Compensation Policy during 2025:

  25. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | Compensation Elements — Non-Employee Director Compensation Policy | | | Cash Retainers | | | Annual Cash Retainer | $45,000 | | Annual Committee Chair Retainer | | | Audit | $20,000 | | Compensation | $15,000 | | Nominating and Corporate Governance | $10,000 | | Annual Committee Member Retainer | | | Audit | $10,000 | | Compensation | $7,500 | | Nominating and Corporate Governance | $5,000 | | Annual Non-Executive Chairman of the Board Cash Retainer | $35,000 | | Equity Awards | | | Initial Equity Award | The Initial Equity Award consists of: (1) an option to purchase 9,300 shares of common stock vesting in 36 equal monthly installments on the monthly anniversary of the date of grant; and (2) a restricted stock unit award with respect to 6,375 shares of common stock vesting in three equal annual installments on the first three anniversaries of the grantee’s initial appointment or election to the Board, in each case subject to the continued service of the grantee through the applicable vesting dates. Starting on January 1, 2025, the Compensation Committee has determined to increase the Initial Equity Award to consist of: (1) an option to purchase 17,550 shares of common stock and (2) a restricted stock unit award with respect to 11,925 shares of common stock. | | | The Initial Equity Award vests in full upon the occurrence of a change in control, subject to the continued service of the grantee through the applicable vesting dates. In addition, the Compensation Committee retains the discretion to accelerate the vesting of Initial Equity Awards upon a grantee’s death. |

  26. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | Annual Equity Award | The Annual Equity Award consists of: (1) an option to purchase 6,200 shares of common stock; and (2) a restricted stock unit award with respect to 4,250 shares of common stock. Starting on January 1, 2026, the Compensation Committee has determined to increase the Annual Equity Award to consist of: (1) an option to purchase 11,700 shares of common stock; and (2) a restricted stock unit award with respect to 7,950 shares of common stock. | | | The Annual Equity Award will vest on the earlier of: (1) the first anniversary of the date of grant; (2) the date of the subsequent annual meeting of stockholders following the date of grant; or (3) the occurrence of a change in control, in each case subject to the continued service of the grantee through the applicable vesting dates. In addition, the Compensation Committee retains the discretion to accelerate the vesting of Initial Equity Awards upon a grantee’s death. |

  27. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    The above-described cash retainers are paid quarterly in arrears and the Board may, in its discretion, permit a non-employee director to elect to receive any portion of his or her cash retainers in the form of fully-vested shares of our common stock in lieu of cash. Our non-employee directors are also reimbursed for their business-related expenses incurred in connection with attendance at Board and Committee meetings and related activities. Our only employee director, Mr. Koblish, receives no separate compensation for his service in such capacity.

  28. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table below sets forth information for the fiscal year ended December 31, 2025 regarding the compensation of our non-employee directors. Mr. Blizard tendered his resignation from the Board on May 30, 2025, effective June 2, 2025. On May 30, 2025, the Board appointed Jeffrey Blizard as the new President of the Company, effective as of June 2, 2025. Mr. Blizard’s compensation related to his service to the Board is reflected in the “Summary Compensation Table” below.

  29. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(2)(3) | Total ($) | | Kurt Azarbarzin | 57,500 | 11,051 | 16,263 | 84,814 | | Vince Burgess | 60,000 | 11,051 | 16,263 | 87,314 | | Lisa Colleran(4) | 65,000 | 11,051 | 16,263 | 92,314 | | Doug Evans | 99,153 | 11,051 | 16,263 | 126,467 | | William Plovanic(5) | — | 14,668 | 21,587 | 36,255 | | Federica O’Brien | 65,000 | 11,051 | 16,263 | 92,314 | | Betty Jo Rocchio(6) | — | 17,649 | 25,974 | 43,623 |

  30. DIRECTOR COMPENSATION TABLE

    Amounts shown in this column do not reflect dollar amounts actually received by our directors. Instead, these amounts reflect the aggregate grant date fair value of each restricted stock unit granted in 2025 determined in accordance with the provisions of Financial Accounting Standards Board Accounting Standards, Codification Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 9 of the Notes to the Consolidated Financial Statements included in our 2025 Annual Report. The number of unvested restricted stock units and vested and unvested stock options held by each non-employee director at fiscal year-end 2025 is shown below, except for Jeffrey Blizard.

  31. DIRECTOR COMPENSATION TABLE

    | Name | Number of Vested Options | Number of Unvested Options | Number of Unvested Restricted Stock Units | | Kurt Azarbarzin | 63,348 | 11,700 | 7.950 | | Vince Burgess | 44,897 | 11,700 | 7,950 | | Lisa Colleran | 44,551 | — | — | | Doug Evans | 44,551 | 11,700 | 7,950 | | William Plovanic | 975 | 16,575 | 11,925 | | Federica O’Brien | 44,551 | 11,700 | 7,950 | | Betty Jo Rocchio | 975 | 16,575 | 11,925 |

  32. DIRECTOR COMPENSATION TABLE

    (3) Amounts shown in this column do not reflect dollar amounts actually received by our directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted in 2025 determined in accordance with the provisions of FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 9 of the Notes to the Consolidated Financial Statements included in our 2025 Annual Report, 2025. (4) Ms. Colleran resigned from the Board on October 4, 2025. (5) Mr. Plovanic was appointed to the Board on October 31, 2025. Dr. Rocchio was appointed to the Board on October 9, 2025.

  33. DIRECTOR COMPENSATION TABLE

    | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  34. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our 2025 named executive officers during the fiscal years ended December 31, 2025 and December 31, 2024:

  35. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Antony Koblish Chief Executive Officer(6) | 2025 | 639,467 | — | 405,280 | 595,680 | 326,128 | 3,000 | 1,969,555 | | | 2024 | 617,800 | — | 547,925 | 547,401 | 389,215 | 3,000 | 2,105,341 | | Roberto Cuca Chief Operating Officer, Chief Financial Officer and Corporate Secretary | 2025 | 484,981 | — | 155,040 | 227,936 | 164,894 | 3,000 | 1,035,851 | | | 2024 | 468,579 | — | 206,444 | 206,484 | 196,800 | 3,000 | 1,081,307 | | Jeffrey Blizard President(6) | 2025 | 277,083 | 150,000 | 159,867 | 235,085 | 94,208 | 36,472(7) | 952,715 | | | 2024 | — | — | — | — | — | — | — |

  36. 2025 SUMMARY COMPENSATION TABLE

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each restricted stock unit granted in 2025 determined in accordance with the provisions of FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 9 of the Notes to the Consolidated Financial Statements included in our 2025 Annual Report. (2) Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option, determined in accordance with the provisions of FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 9 of the Notes to the Consolidated Financial Statements included in our 2025 Annual Report. (3) Amounts for Mr. Koblish, Mr. Cuca and Mr. Blizard in 2025 represent annual incentives earned with respect to 2025 performance and were paid in March 2026 under our annual incentive program, as discussed in more detail below. (4) Amounts for Mr. Koblish and Mr. Cuca ($3,000) represent the Company’s matching contributions under the 401(k) plan. (5) Previously, Mr. Koblish served as our President from April 2012 to June 2025. (6) Mr. Blizard tendered his resignation from the Board on May 30, 2025, effective June 2, 2025. On May 30, 2025, the Board appointed Jeffrey Blizard as the new President of the Company, effective as of June 2, 2025. Mr. Blizard’s compensation was not reflected in the Company’s proxy statement for Fiscal Year 2024 as he was not one of the Company’s highest three compensated named executive officers during that period. (7) Amounts represent (i) $33,472 earned for his service as a director in 2025 prior to his appointment as President and (ii) $3,000 of the Company’s matching contributions under the 401(k) plan. Elements of Compensation The compensation of our named executive officers generally consists of base salary, annual incentive opportunities, long term incentive compensation in the form of equity awards and other benefits, as described below. Base Salary The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, responsibilities, and contributions. As of January 1, 2025, the annual base salary rates for Mr. Koblish and Mr. Cuca were $621,300 and $471,235, respectively. As of June 2, 2025, the annual base salary for Mr. Blizard was $475,000. Effective March 1, 2025, our Compensation Committee approved an increase to the annual base salary rate for Mr. Cuca to $487,730 and our Board approved an increase to the annual base salary rate for Mr. Koblish to $643,100, in each case, reflecting ordinary salary increases of approximately 3.5%. Annual Incentive Opportunities Each of our named executive officers’ performance-based annual incentive opportunity is expressed as a percentage of base salary that can be achieved at a target level by meeting predetermined corporate and individual performance objectives. The amount of each executive’s target annual incentive opportunity is established in his employment agreement, which is subject to periodic adjustment. The 2025 annual bonus for Mr. Koblish, Mr. Cuca and Mr. Blizard were targeted at 75%, 50% and 50% (with the target bonus for 2025 being pro-rated for Mr. Blizard), respectively, of their respective base salaries earned during 2025. For 2025, all named executive officers were eligible to earn their annual bonuses pursuant to the achievement of corporate and/or individual performance goals established by the Compensation Committee. These goals primarily included achievement of revenue and sales targets, controlling costs, establishment of in-house manufacturing capabilities and expansion of OviTex PRS indications and configurations and market access. Following a review of the Company’s performance and the individual performance of each of our named executive officers, the Compensation Committee determined that each of Mr. Koblish, Mr. Cuca, and Mr. Blizard were entitled to 68 % of the target bonus earned for 2025. Based on review of the Company’s and our named executive officers’ performance, our Compensation Committee approved, and, in the case of Mr. Koblish, our Compensation Committee recommended and our Board approved 2025 annual cash bonuses to each of Mr. Koblish, Mr. Cuca and Mr. Blizard in an amount equal to $326,128, $164,894 and $94,208 (pro-rated). Long Term Equity Incentives Our equity-based incentive awards are designed to align the interests of our stockholders with those of our named executive officers. Our Board or Compensation Committee, as applicable, approves equity grants to named executive officers. For more detail on our outstanding equity awards, including applicable vesting terms, please see the “Outstanding Equity Awards at 2025 Fiscal Year-End” table. Stock option awards to our named executive officers generally vest 25% on the first anniversary of the grant date, with the remaining 75% vesting in equal monthly installments on the last day of each of the 36 calendar months immediately following the first anniversary of the grant date, subject to the named executive officer’s continuous service through the relevant vesting dates. Restricted stock unit awards to our named executive officers generally vest in four equal annual installments beginning on the first anniversary of the grant date, subject to the named executive officer’s continued service through the applicable vesting dates. Other Benefits We currently provide broad-based welfare benefits that are available to all of our employees, including our named executive officers, including health, dental, life, vision and disability insurance. In addition, we maintain, and the named executive officers participate in, a 401(k) plan that provides eligible employees with an opportunity to save for retirement on a tax advantage basis and under which we are permitted to make discretionary employer contributions. Employees’ pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The 401(k) plan is intended to be qualified under Section 401(a) of the Internal Revenue Code, or the Code. We make a 401(k) employer plan matching contribution of 50% of an employee’s elective deferral up to 6% of the employee’s compensation with a cap of $3,000 per year. In addition, our eligible employees (including our named executive officers), may participate in our 2019 Employee Stock Purchase Plan, as amended, or the 2019 ESPP. The 2019 ESPP provides eligible employees with the opportunity to acquire our common stock through periodic payroll deductions, at a 15% discount to the market price. The 2019 ESPP is structured as a qualified employee stock purchase plan under Section 423 of the Code. We do not maintain any defined benefit pension plans or nonqualified deferred compensation plans.

  37. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth information regarding the number of shares of common stock underlying outstanding plan awards held by each of our named executive officers as of December 31, 2025:

  38. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | Option Awards(1) | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) UnExercisable | Equity Incentive Plan Awards: Number of Securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(3) | | Antony Koblish | 2/28/2018 | 40,696 | — | — | 5.93 | 2/28/2028 | — | — | — | — | | | 11/7/2019 | 261,239 | — | — | 13.00 | 11/7/2029 | — | — | — | — | | | 2/24/2021 | 63,600 | — | — | 16.99 | 2/24/2031 | — | — | — | — | | | 2/24/2022 | 76,187 | 3,313 | — | 11.98 | 2/24/2032 | 11,625 | 13,718 | — | — | | | 2/23/2023 | 68,070 | 28,030 | — | 10.50 | 2/23/2033 | 30,600 | 36,108 | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 85,772 | 101,211 | | | 2/23/2024 | 51,883 | 61,317 | — | 7.07 | 2/23/2034 | 58,125 | 68,588 | — | — | | | 2/21/2025 | — | 219,000 | | 2.72 | 2/21/2035 | 149,000 | 175,820 | — | — | | Roberto Cuca | 9/27/2021 | 144,000 | — | — | 13.31 | 9/27/2031 | — | — | — | — | | | 2/23/2022 | 25,491 | 1,109 | — | 11.75 | 2/23/2032 | 3,875 | 4,573 | — | — | | | 2/23/2023 | 19,620 | 8,080 | — | 10.50 | 2/23/2033 | 8,850 | 10,443 | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 24,764 | 29,222 | | | 2/23/2024 | 19,570 | 23,130 | — | 7.07 | 2/23/2034 | 21,900 | 25,842 | — | — | | | 2/21/2025 | — | 83,800 | — | 2.72 | 2/21/2035 | 57,000 | 67,260 | — | — | | Jeffrey Blizard | 6/4/2024 | 4,650 | 4,650 | — | 5.71 | 6/4/2034 | 4,250 | 5,015 | — | — | | | 5/28/2025 | — | 11,700 | — | 1.39 | 5/28/2035 | 7,950 | 9,381 | — | — | | | 6/2/2025 | — | 154,100 | — | 1.42 | 6/2/2035 | 104,800 | 123,664 | — | — |

  39. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (1) Each stock option award has the same vesting schedule, which provides for 25% of the award to vest on the first anniversary of the grant date and the remaining 75% of the award to vest in equal monthly installments on the last day of each of the 36 calendar months immediately following the first anniversary of the grant date, subject to the recipient’s continuous service with us through the relevant vesting dates. (2) Each restricted stock unit award has the same vesting schedule, which provides for vesting of the award in four equal annual installments on each anniversary of the applicable grant date, subject to the recipient’s continuous service with us through the relevant vesting dates. Each award is subject to full acceleration if the applicable named executive officer is terminated by us without “cause” or by the named executive officer for “good reason” within the 12-month period following a change of control pursuant to each executive’s employment agreement, as discussed in more detail below. The amounts shown in this column reflect the value of PSUs calculated by multiplying (i) the number of unvested and unearned shares of PSUs shares deliverable upon vesting and conversion of PSUs (at the threshold level of achievement) by (ii) the closing price of our Common Stock on Nasdaq on December 31, 2025, which was $1.18 per share. The PSUs shall vest upon the achievement of certain annual revenue and gross margin goals, subject to the named executive officers’ continued employment through the first to occur of (i) December 31, 2026, or (ii) the closing of a change in control transaction. The PSUs shall vest at target upon a change in control transaction. Each PSU represents the right to receive one share of Common Stock upon vesting.

  40. PAY VERUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value Of Initial Fixed $100 Investment Based on TSR ($)(4) | Net Income ($ Millions) | | 2025 | 1,969,555 | 889,039 | 995,641 | 706,187 | 10.26 | (38.8) | | 2024 | 2,105,341 | 883,291 | 948,961 | 536,749 | 26.26 | (37.8) | | 2023 | 2,366,371 | 1,164,751 | 1,011,199 | 550,486 | 57.57 | (46.7) |

  41. PROPOSAL 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2029

    PROPOSAL 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2029 At the Annual Meeting, our stockholders will vote on the election of three Class I director nominees named in this Proxy Statement as directors, each to serve until our 2029 Annual Meeting of Stockholders or until their respective successors are elected and qualified. Our Board has unanimously nominated Joseph Capper, William Plovanic and Betty Jo Rocchio for election to our Board at the Annual Meeting. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.