DEF 14A of TriSalus Life Sciences, Inc., Mar 31, 2026

DEF 14A of TriSalus Life Sciences, Inc.

Filed Mar 31, 2026 · FY20250001628280-26-022124

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Under our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Amended and Restated Bylaws (the "Bylaws"), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class III director has a term that expires at this Annual Meeting, each Class I director has a term that expires at the Company’s 2027 annual meeting of stockholders and each Class II director has a term that expires at the Company’s 2028 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. The board currently has seven members. There are two directors in the class whose term of office expires at this Annual Meeting, two of whom are standing for re-election at the Annual Meeting: Mary Szela and Gary Gordon. The two nominees for Class III director were nominated for re-election to the Board of Directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board of Directors. If elected at the Annual Meeting, each of these nominees for director would serve for the three-year term until our 2029 annual meeting of stockholders, or until their earlier death, resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named in the proxy statement. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.

  2. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors

  3. Our Board of Directors

    Our Board of Directors The biographies of each of our nominees for election to the Board as Class III directors, and all other directors, are set forth below, including the offices held, other business directorships, and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes and skills that led us to conclude that such person should serve as a director. We believe our Board possesses the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is related by blood, marriage or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. All of the Company’s incumbent directors have been elected by our stockholders, other than Michael P. Stansky, who was appointed by our Board on February 4, 2026. Our Board, upon the recommendation of the Nominating and Corporate Governance Committee, approved Mr. Stansky as director in recognition of his extensive experience in the healthcare industry and investment management knowledge.

  4. Director Biographies

    Director Biographies

  5. Class III Directors Nominees for Election at the Annual Meeting

    Class III Directors Nominees for Election at the Annual Meeting

  6. Class III Directors Nominees for Election at the Annual Meeting

    | | Director Since: 2018 Age: 62 | Committee Memberships: None | | | Ms. Szela has served as Chief Executive Officer ("CEO"), President and a member of our Board since January 2018. Prior to joining TriSalus, Ms. Szela was CEO of Novelion Therapeutics, a biopharmaceutical company, from January 2016 through November 2017 where she led the company through regulatory compliance and legal difficulties to a successful merger and expansion. Prior to that, Ms. Szela served as CEO of Melinta Therapeutics, a biopharmaceutical company, from August 2013 through August 2015. From 1987 to 2012, Ms. Szela held progressive leadership roles with Abbott Laboratories, a multinational medical devices and health care company, including Vice President, U.S. Commercial Operations, President of U.S. Pharmaceuticals, and culminating as Senior Vice President of Global Strategic Market and Services. In addition to her executive experience, Ms. Szela currently sits on the board of directors of Kura Oncology, AbSci, and Averin Capital, all public companies. She also previously sat on the boards of directors of Sail Biomedicines from 2020 until 2025, Omega Therapeutics from 2019 until 2025, Prometheus Biosciences from 2021 until 2023, Alimera Sciences from 2018 until 2021, Coherus Biosciences from 2014 until 2021, Macrolide Pharmaceuticals from 2018 until 2019, Novo Nordisk from 2014 until 2017, and Receptos from 2013 until 2015. Ms. Szela received both her B.S. in Nursing and her MBA from the University of Illinois at Chicago. We believe Ms. Szela is qualified to serve on the Board based on her substantial business, leadership and management experience in the biotechnology sector. | | | MARY SZELA Chief Executive Officer, President and Director | | |

  7. Class III Directors Nominees for Election at the Annual Meeting

    | | Director Since: 2025 Age: 73 | Committee Memberships: Compensation Committee Science and Technology Committee | | | Dr. Gordon has been a member of our Board since January 2025. Dr. Gordon is an accomplished pharmaceutical executive and strategic business leader, who most recently served as Chief Medical Officer at Ayala Pharmaceuticals Inc., a biopharmaceutical company, from August 2019 to January 2023. Prior to Ayala, Dr. Gordon served as Vice President of Oncology Development at AbbVie Inc., a biopharmaceutical company, from January 2013 to April 2018. Prior to his time at AbbVie, Dr. Gordon served as Divisional Vice President of Global Oncology Development at Abbott Laboratories, a medical device company, from April 2003 to December 2012. Prior to his time at Abbott, Dr. Gordon served as Chief Scientific Officer and Vice President of Clinical Affairs at Ovation Pharmaceuticals Inc., a biopharmaceutical company, from May 2001 to April 2003. Dr. Gordon currently sits on the Board of Directors of PhotonPharma Inc., an immune-oncology company. Dr. Gordon also sits on the Boards of Directors for Flindr, Enzyme by Design, and UP Oncolytics. Dr. Gordon received a B.S. in Biochemistry from the State University of New York at Stony Brook and a Ph.D. in Pharmacology and an M.D. from Johns Hopkins University School of Medicine. We believe Dr. Gordon is qualified to serve on the Board based on his extensive experience in the pharmaceutical industry. | | | GARY GORDON Director | | |

  8. Class I Directors Continuing in Office Until the 2027 Annual Meeting

    Class I Directors Continuing in Office Until the 2027 Annual Meeting

  9. Class I Directors Continuing in Office Until the 2027 Annual Meeting

    | KERRY HICKS Director | Director Since: 2021 Age: 66 | Committee Memberships: Audit Committee Nominating and Corporate Governance Committee Chair | | | Mr. Hicks has been a member of our Board since April 2021. Mr. Hicks serves as Executive Chairman of Circuit Clinical Solutions, Inc., an integrated research organization, and Co-Chairman and Partner of HW Investment Partners, LLC, a venture capital firm that focuses on investing in healthcare companies, both positions which he has held since 2016. He also currently serves on the board of directors of Caduceus Medical Holdings, Inc. and PhysicianX. He previously served as Partner, Chief Executive Officer, and President of KMG Capital Partners LLC, a boutique healthcare venture capital company, from 2012 to 2025. Prior to joining KMG Capital Partners, Mr. Hicks served as Chief Executive Officer of Healthgrades, a healthcare information and services company, from 2000 to 2012, Chairman of Healthgrades from 2000 to 2010 and 2012 to 2013, and as President, Chief Executive Officer and Chairman of Specialty Care Network, a predecessor company to Healthgrades, from 1995 to 2000. Mr. Hicks received his B.S. degree in Management and his MBA in Business Administration from Colorado State University. We believe Mr. Hicks is qualified to serve on the Board based on his extensive experience in the healthcare industry and knowledge regarding TriSalus and its products and operations. | |

  10. Class I Directors Continuing in Office Until the 2027 Annual Meeting

    | WILLIAM "BILL" VALLE Director | Director Since: 2025 Age: 65 | Committee Memberships: Audit Committee Compensation Committee Chair Science and Technology Committee | | | Mr. Valle has been a member of our Board since January 2025. Mr. Valle serves as Executive Chairman and a member of the Board of FC Compassus, LLC, a home care company, since May 2024. Mr. Valle also currently serves on the board of directors of American Oncology Network. Prior to his time at FC Compassus, LLC, Mr. Valle served as Chief Executive Officer at Fresenius Medical Care AG, Care Delivery, a global provider of products and services for patients with renal disease, from January 17, 2017 to December 2023, and served in roles of increasing responsibility at Fresenius beginning in April 2009. We believe that Mr. Valle is qualified to serve on our Board based on his extensive experience in the healthcare industry. | |

  11. Class I Directors Continuing in Office Until the 2027 Annual Meeting

    | MICHAEL P. STANSKY Director | Director Since: 2026 Age: 67 | Committee Memberships: Audit Committee Compensation Committee Science and Technology Committee (Chair) | | | Mr. Stansky has been a member of our Board since February 2026. Mr. Stansky brings 40 years of investment management and healthcare experience, advising and serving on the boards of numerous public and private healthcare companies. Most recently, Mr. Stansky served as a Managing Director at Tudor Investment Corporation, a global investment management firm, where he helped form the firm’s equity investment group and was responsible for long/short equity, crossover, and venture investments. Prior to Tudor, Mr. Stansky was an analyst and portfolio manager at Wellington Management Company. He currently serves on the boards of Insightec and Momentis Surgical. He previously served on the boards of MAKO Surgical Corp., OrthoSensor, and TransMedics, Inc. Mr. Stansky has Certified Public Accountant and Chartered Financial Analyst designations. Mr. Stansky holds a B.A. in Accounting from the University of Massachusetts and a MBA from Harvard Business School. We believe that Mr. Stansky is qualified to serve on our Board based on his deep experience in capital markets, governance and value creation. | |

  12. Class II Directors Continuing in Office Until the 2028 Annual Meeting

    Class II Directors Continuing in Office Until the 2028 Annual Meeting

  13. Class II Directors Continuing in Office Until the 2028 Annual Meeting

    | MATS WAHLSTRÖM Chairman of the Board | Director Since: 2017 Age: 71 | Committee Memberships: Nominating and Corporate Governance Committee Compensation Committee | | | Mr. Wahlström has served as Chairman of the Board since January 2017. Mats has also served as the Co-Chairman of HW Investment Partners, LLC since July 2016, Chief Executive Officer and Executive Chairman of Leonard Capital, LLC since July 2010, and as Partner and Executive Chairman of KMG Capital Partners, LLC from April 2012 until May 2023, all companies focused on investments in the healthcare industry. In addition, Mr. Wahlström has served as the Chairman of the board of directors of Triomed AB since October 2016, as the lead independent director of Coherus Oncology, Inc., a public biotech company, since January 2012, and as Chairman of Caduceus Medical Holdings, Inc. since August 2010. Mr. Wahlström has served on the boards of directors of Alteco Medical AB from October 2012 until July 2025, and Circuit Clinical Solutions, Inc. since July 2016. From January 2004 to December 2009, Mr. Wahlström served as co-CEO of Fresenius Medical Care North America and a member of the Management Board at Fresenius Medical Care AG & Co. KGaA. From November 2002 to December 2009, Mr. Wahlström served as President and Chief Executive Officer of Fresenius Medical Services. Prior to that, Mr. Wahlström held various positions at Gambro AB from January 1983 to February 2000, including President of Gambro North America and Chief Executive Officer of Gambro Healthcare Inc. as well as Chief Financial Officer of the Gambro Group. Mr. Wahlström has a B.S. degree in Economics and Business Administration from the University of Lund, Sweden. We believe Mr. Wahlström is qualified to serve on the Board based on his extensive management and director experience in the life sciences and healthcare sectors. | |

  14. Class II Directors Continuing in Office Until the 2028 Annual Meeting

    | DAVID J. MATLIN Director | Director Since: 2023 Age: 64 | Committee Memberships: Audit Committee Chair Nominating and Corporate Governance Committee | | | Mr. Matlin has been a member of our Board since August 2023. Mr. Matlin previously served as the Chief Financial Officer of MedTech Acquisition Corp. (“MTAC”), where he was also a director since September 2020. Mr. Matlin was also the co-founder and Chief Executive Officer of MatlinPatterson Global Advisers LLC (“MatlinPatterson”), a distressed securities investment manager, which he co-founded in July 2002, through 2021. Mr. Matlin was also Chief Executive Officer of MatlinPatterson Asset Management L.P. and its operating joint venture affiliates that managed non-distressed credit strategies, from 2015 to 2018. In 2017, MatlinPatterson began winding down its investment activities and its various funds began to return the investment proceeds to their respective investors. In conjunction with this wind-down process and to protect their investors from foreign litigation, two of the MatlinPatterson funds (Matlin Global Opportunities Partners II L.P. and Matlin Global Opportunities Partners (Cayman) II L.P.) that had been unable to settle foreign litigation, filed, along with MatlinPatterson, voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in July 2021. Prior to forming MatlinPatterson, Mr. Matlin was a Managing Director at Credit Suisse, and headed their Global Distressed Securities Group upon its inception in 1994. Mr. Matlin was also a Managing Director and a founding partner of Merrion Group, L.P., an investment advisory firm, from 1988 to 1994. Mr. Matlin has served on the board of directors of Clene, Inc. (Nasdaq: CLNN), a biopharmaceutical manufacturer, since December 2020, and has served as the Chairman of its Board of Directors since May 2021. Until its November 2022 sale, Mr. Matlin also served on the board of directors of US Well Services Inc. (Nasdaq: USWS) (formerly Matlin & Partners Acquisition Corporation) and was Chief Executive Officer and Chairman of the company prior to its business combination with US Well Services LLC. Previously, he served on the board of directors of Flagstar Bank FSB, a federally charted savings bank, and Flagstar Bancorp, Inc. (NYSE: FBC), a savings and loan holding company from 2009 to May 2021. Mr. Matlin holds a JD degree from the Law School of the University of California at Los Angeles and a BS in Economics from the Wharton School of the University of Pennsylvania. We believe Mr. Matlin is qualified to serve on the Board based on his significant public company board experience. | |

  15. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of TriSalus' NEOs for the fiscal years ended December 31, 2025 and 2024.

  16. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Mary Szela CEO and President | 2025 | $600,920(1) | $153,120 | $2,570,750(4) | $1,482,762 | $— | $15,797(5) | $4,823,349 | | | 2024 | $601,398 | $—(7) | $1,973,051(6) | $1,539,500 | $— | $22,646(5) | $4,136,595 | | David Patience Chief Financial Officer(*) | 2025 | $268,462 | $239,188(8) | $1,136,750 | $1,721,549(9) | $— | $77,679(10) | $3,443,628 | | | 2024 | $— | $— | $— | $— | $— | $— | $— | | Richard Marshak Chief Commercial Officer | 2025 | $435,329(1) | $113,535 | $399,250 | $592,280 | $— | $15,606(5) | $1,556,000 | | | 2024 | $424,830 | $111,000 | $167,713 | $646,387 | $— | $15,639(5) | $1,365,569 |

  17. Summary Compensation Table

    ___________________ (*) Mr. Patience was hired as Chief Financial Officer on July 1, 2025. (1)Includes approximately $120,000 and $43,500 of 2025 base salary amounts foregone by Ms. Szela and Mr. Marshak, respectively. These NEOs were issued restricted stock units ("RSUs") in February 2025 in lieu of such base salary amounts. See “Narrative Disclosure to Summary Compensation Table - Base Salaries” and "Narrative Disclosure to Summary Compensation Table - Salary Investment Program” below. (2)For 2024, performance-based incentive compensation earned by our NEOs were settled in fully vested RSUs. (3)These columns reflects the aggregate grant date fair value of the stock and option awards granted during the applicable fiscal year computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 14 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual value that will or may be realized by the NEO. (4)This amount reflects the amount of performance-based incentive compensation earned by our named executive officers for the periods presented. Includes the aggregate grant date fair value of the 300,000 performance stock units ("PSUs") granted to Ms. Szela on November 24, 2025, based on the then-probable outcome of the applicable performance conditions, as determined under FASB ASC 718. The grant date fair value of such PSUs, assuming achievement of the maximum level of performance was $1,655,000. (5)Reflects amounts received by the NEOs related to the 401(k) Plan match and phone allowance. (6)This amount reflects the amount of performance-based incentive compensation earned by our named executive officers for the periods presented. Includes the aggregate grant date fair value of the 125,000 PSUs granted to Ms. Szela on February 13, 2024, based on the then-probable outcome of the applicable performance conditions, as determined under FASB ASC 718. The grant date fair value of such PSUs, assuming achievement of the maximum level of performance was approximately $1,175,000. (7)Ms. Szela earned 50% of her eligible annual performance-based incentive compensation, but allocated the total amount to employees of the company. (8)Mr.Patience received a signing bonus of $159,000 upon joining the company on July 1, 2025. (9)This amount reflects the amount of performance-based incentive compensation earned by our named executive officers for the periods presented. Includes the aggregate grant date fair value of the 248,899 performance stock options granted to Mr. Patience on August 28, 2025, based on the then-probable outcome of the applicable performance conditions, as determined under FASB ASC 718. The grant date fair value of such performance stock options, assuming achievement of the maximum level of performance was $695,423. (10)Mr. Patience received $77,679 for relocation reimbursement in 2025.

  18. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table presents information regarding outstanding equity awards held by TriSalus’ NEOs as of December 31, 2025. All awards granted after August 10, 2023 were granted pursuant to the 2023 Plan.

  19. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | | | | 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 ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(19) | 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 ($)(21) | | Mary Szela | 1/30/2018 | 177,973 | — | — | $1.22 | 1/29/2028 | — | — | — | — | | | 10/6/2020 | 17,302 | — | — | $0.41 | 10/5/2030 | — | — | — | — | | | 4/21/2021 | 101,345 | — | — | $0.41 | 4/20/2031 | — | — | — | — | | | 11/3/2021 | 216,287 | — | — | $2.43 | 11/2/2031 | — | — | — | — | | | 4/20/2022 | 37,080 | 18,536(1) | — | $2.43 | 4/18/2032 | — | — | — | — | | | 5/19/2023 | 37,720 | 20,689(2) | — | $10.30 | 5/18/2033 | — | — | — | — | | | 5/19/2023 | — | — | — | — | — | 9,193(3) | $64,167 | — | — | | | 8/14/2023 | 100,625 | 71,875(4) | — | $11.51 | 8/13/2033 | — | — | — | — | | | 2/13/2024 | 132,344 | 156,406(5) | — | $9.40 | 2/13/2034 | — | — | — | — | | | 2/13/2024 | — | — | — | — | — | — | — | 125,000(6) | $872,500 | | | 2/13/2024 | — | — | — | — | — | 63,674(7) | $444,445 | — | — | | | 1/27/2025 | — | 240,000(8) | — | $5.30 | 1/27/2035 | — | — | — | — | | | 1/27/2025 | — | — | — | — | — | 40,000(9) | $279,200 | — | — | | | 2/18/2025 | — | — | — | — | — | 21,089(10) | $147,201 | — | — | | | 11/24/2025 | — | 250,000(11) | — | $5.55 | 11/24/2035 | — | — | — | — | | | 11/24/2025 | — | — | — | — | — | 125,000(12) | $872,500 | — | — | | | 11/24/2025 | — | — | — | — | — | — | — | 300,000(13) | $2,094,000 | | David Patience | 8/14/2025 | — | 290,000(14) | — | $3.88 | 8/14/2035 | — | — | — | — | | | 8/14/2025 | — | — | — | — | — | 200,000(15) | $1,396,000 | — | — | | | 8/28/2025 | — | — | 248,899(16) | $5.11 | 8/28/2025 | — | — | — | — | | | 11/24/2025 | — | 130,000(11) | — | $5.55 | 11/24/2035 | — | — | — | — | | | 11/24/2025 | — | — | — | — | — | 65,000(12) | $453,700 | — | — | | Richard Marshak | 7/13/2022 | 61,796 | — | — | $2.43 | 7/13/2032 | — | — | — | — | | | 5/19/2023 | 5,417 | 2,974(2) | — | $10.30 | 5/18/2033 | — | — | — | — | | | 5/19/2023 | — | — | — | — | — | 1,032(3) | $7,203 | — | — | | | 8/11/2023 | 23,333 | 16,667(4) | — | $12.00 | 8/11/2033 | — | — | — | — | | | 1/24/2024 | 19,166 | 20,834(17) | — | $9.28 | 1/24/2034 | — | — | — | — | | | 2/12/2024 | 29,219 | 34,531(5) | — | $9.50 | 2/12/2034 | — | — | — | — | | | 2/12/2024 | — | — | — | — | — | 11,063(7) | $77,220 | — | — | | | 11/14/2024 | 11,172 | 30,078(18) | — | $4.01 | 11/14/2034 | — | — | — | — | | | 11/14/2024 | — | — | — | — | — | 5,156(19) | $35,989 | — | — | | | 1/27/2025 | — | 75,000(8) | — | $5.30 | 1/27/2035 | — | — | — | — | | | 1/27/2025 | — | — | — | $— | — | 12,500(9) | $87,250 | — | — | | | 2/18/2025 | — | — | — | $— | — | 955(20) | $6,666 | — | — | | | 11/24/2025 | — | 120,000(11) | — | $5.55 | 11/24/2035 | — | — | — | — | | | 11/24/2025 | — | — | — | $— | — | 60,000(12) | $418,800 | — | — |

  20. Outstanding Equity Awards at December 31, 2025

    ______________________________ (1) 1/12th of the shares subject to this option vest each month following the third anniversary of the vesting commencement date (April 20, 2022) on the same day of the month as the vesting commencement date, subject to the executive’s continuous service through each such date. (2) 25% of the total shares underlying the option vested on the vesting commencement date (May 19, 2023), and 1/36th of the remaining number of option shares vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive’s continuous service through each such date. (3) 25% of the total RSUs vest on each anniversary of the vesting commencement date (October 5, 2022), subject to the executive’s continuous service through each such date. (4) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (August 11, 2023 for Mr. Marshak, and August 14, 2023 for Ms. Szela) and 1/36th of the remaining number of option shares shall vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive’s continuous service through each such date. (5) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (February 12, 2024 for Mr. Marshak and February 13, 2024 for Ms. Szela) and 1/36th of the remaining number of option shares shall vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive's continuous service through each such date. (6) 100% of the total PSUs vest upon meeting the performance criteria by February 28, 2027, subject to the executive's continuous service through such achievement determination date. (7) 25% of the total RSUs vest on each anniversary of the vesting commencement date (February 12, 2024 for Mr. Marshak and February 13, 2024 for Ms. Szela) subject to the executive's continuous service through each such date. (8) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (January 27, 2025) and 1/36th of the remaining number of option shares shall vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive’s continuous service through each such date. (9) 25% of the total RSUs vest on each anniversary of the vesting commencement date (January 27, 2025), subject to the executive’s continuous service through each such date. (10) 100% of the total RSUs vest on February 13, 2026, subject to the executive’s continuous service through such date. (11) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (November 24, 2025) and 1/36th of the remaining number of option shares shall vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive’s continuous service through each such date. (12) 25% of the total RSUs vest on each anniversary of the vesting commencement date (November 24, 2025), subject to the executive’s continuous service through each such date. (13) 50% of the total PSUs vest upon meeting the performance criteria by December 31, 2027. The remaining 50% shall vest on the one year anniversary of the Achievement, subject to the executive's continuous service through such Achievement determination date. (14) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (July 1, 2025) and 1/36th of the remaining number of option shares shall vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive’s continuous service through each such date. (15) 25% of the total RSUs vest on each anniversary of the vesting commencement date (July 1, 2025), subject to the executive’s continuous service through each such date. (16) 100% of the total shares underlying this option will vest upon meeting the performance criteria by December 31, 2027, subject to the executive's continuous service through such achievement determination date. (17) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (January 24, 2024) and 1/36th of the remaining number of option shares shall vest each month thereafter on the same day of the month as the vesting vesting commencement date, subject to the executives continuing service through each such date. (18) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (November 14, 2024) and 1/36th of the remaining number of option shares shall vest each month thereafter on the same day of the month as the vesting vesting commencement date, subject to the executives continuing service through each such date. (19) 25% of the total RSUs vest on each anniversary of the vesting commencement date (November 14, 2024), subject to the executive’s continuous service through each such date. (20) 12.5% of the total RSUs vested on the date of grant (February 18, 2025), 25% of the RSUs vested on each of May 15, August 15, and November 14, 2025, and the remaining RSUs shall vest on February 13, 2026, subject to the executive’s continuing service through each such date. (21) The amount is calculated using a value of $6.98 per share, which was the closing price of our common stock on Nasdaq on December 31, 2025, the last trading day of our 2025 fiscal year.

  21. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of Ms. Szela, Mr. Patience and Dr. Marshak is entitled to any accrued obligations, which include accrued but unpaid salary through the date of termination, unreimbursed expenses, and benefits owed to such executive officer under retirement or health plans in which such executive officer was a participant (“Accrued Benefits”), in the event of any termination of their employment. In addition, each NEO is eligible to receive the following severance benefits under their employment agreements if their employment is terminated by TriSalus pursuant to a “Discharge Without Cause” (as such term is defined in each of their respective employment agreements) or if individual experiences a “Resignation For Good Reason” (as such term is defined in each of their respective employment agreements), and provided such NEO timely executes and does not revoke a release of claims in TriSalus’ favor: (a) continuing payments of the NEO’s then-current annual base salary for 12 months for Ms. Szela and six months for Mr. Patience and Dr. Marshak, and (b) if Ms. Szela’s, Mr. Patience's or Dr. Marshak's “Discharge Without Cause” occurs in the fourth calendar quarter of a year and the Company achieves it financial objectives on which such executive’s bonus for that year is based, such executive would also be entitled to a pro rata annual bonus for such year. Further, if Ms. Szela, Mr. Patience, or Dr. Marshak experiences a “Discharge Without Cause” or if the NEO experiences a “Resignation For Good Reason” within the one-year period following a “Change in Control” (as such term is defined in each of their respective employment agreements) and provided each NEO timely executes and does not revoke a release of claims in TriSalus’ favor, each NEO will instead be entitled to a lump sum payment equal to: (a) 12 months of their annual base salary, (b) their annual bonus for the year of termination, assuming performance was met at the “target” level, (c) the cost of one year of continued medical, dental and vision benefits at the same level as if the executive remained actively employed by TriSalus, and (d) full vesting of all outstanding stock options and other equity incentives that are subject to vesting over time and based on length of service with TriSalus.

  22. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Board has adopted a Non-Employee Director Compensation Policy, which establishes cash and equity-based compensation designed to align compensation with TriSalus' business objectives and stockholder value, while enabling TriSalus to attract, retain, incentivize and reward directors who contribute to the success of the company. Our Board reviews director compensation periodically to ensure that it remains competitive such that we are able to recruit and retain qualified directors. The following table sets forth information concerning the compensation of TriSalus’ directors for fiscal year 2025. Ms. Szela, our Chief Executive Officer, did not receive additional compensation for her service as a director in fiscal year 2025, and therefore is not included in the Director Compensation table below. All compensation paid to Ms. Szela is reported above in the “Summary Compensation Table.”

  23. Non-Employee Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Total ($) | | Mats Wahlström | $95,000 | $— | $43,749 | $138,749 | | Kerry Hicks | $72,500 | $— | $43,749 | $116,249 | | Gary Gordon | $63,125 | $— | $156,960 | $220,085 | | David J. Matlin | $35,000 | $49,999(3) | $43,749 | $128,748 | | William Valle | $83,750 | $— | $156,960 | $240,710 | | Arjun Desai(4) | $83,750 | $— | $43,749 | $127,499 | | Liselotte Hyveled(5) | $4,409 | $49,999(3) | $— | $54,408 | | Sean Murphy(6) | $— | $74,999(3) | $43,749 | $118,748 | | Andrew von Eschenbach(7) | $37,170 | $— | $— | $37,170 | | George Kelly Martin(8) | $23,984 | $— | $— | $23,984 |

  24. Non-Employee Director Compensation

    _______________________ (1)These columns reflects the aggregate grant date fair value of the stock and option awards granted during the applicable fiscal year computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 14 to our consolidated audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by the director. (2)As of December 31, 2025, our non-employee directors held the following number of outstanding options to purchase shares of our common stock: Mr. Wahlström, 200,945; Mr. Hicks, 89,222; Dr. Gordon and Mr. Valle, 56,250 each, Mr. Matlin and Dr. Desai, 65,000 each; Ms. Hyveled, 26,667; Mr. Murphy, 554,681; Mr. von Eschenbach, 50,000; and Mr. Martin, 38,334; and none of the foregoing held outstanding stock awards (RSUs). (3)Represents the grant date fair value of RSUs awarded in lieu of cash compensation for board service retainer fees, as elected by the non-employee director. (4)Dr. Desai resigned from our Board effective February 3, 2026. (5)Ms. Hyveled resigned from our Board effective April 16, 2025. (6)Mr. Murphy resigned from our Board effective September 30, 2025, and previously served as an executive officer of the Company. The compensation presented consists only of compensation for his service as a non-employee director. (7)Mr. von Eschenbach did not stand for re-election at our 2025 annual meeting of stockholders. (8)Mr. Martin resigned from our Board effective April 20, 2025. In connection with the departure of Mr. Murphy from our Board, the Compensation Committee approved accelerated vesting of all of his unvested options and RSUs as well as an extension of the post-termination exercise period applicable to his outstanding options until August 1, 2027.

  25. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board reviews director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors. Our Board has adopted a non-employee director compensation policy that is applicable to each member of our Board who is not also serving as an employee or consultant. Our Compensation Committee reviews non-employee director compensation levels annually and submits recommendations with respect to any changes in non-employee director compensation levels to our Board. Our Non-Employee Director Policy was developed with input from an independent compensation consultant regarding practices and compensation levels at comparable companies. It is designed to align compensation with our business objectives and the creation of stockholder value, while enabling us to attract, retain, incentivize and reward directors who contribute to our long-term success.

  26. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our named executive officers and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or "PEO" and our other named executive officers are referred to as our "Non-PEO NEOs":

  27. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO(1,2) | Compensation Actually Paid to PEO(1,3) | Average Summary Compensation Table Total for Non-PEO NEOs(1,2) | Average Compensation Actually Paid to Non-PEO NEOs(1,3) | Total Shareholder Return(4) | Net Loss ($ in thousands)(5) | | 2025 | $4,823,349 | $6,893,828 | $2,499,814 | $3,750,363 | $83 | $(39,227) | | 2024 | $4,136,595 | $1,517,121 | $1,848,137 | $873,407 | $59 | $(30,045) |

  28. PAY VERSUS PERFORMANCE

    _______________________ (1)NEOs included in these columns reflect the following:

  29. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2025 | Mary Szela | David Patience, Richard Marshak | | 2024 | Mary Szela | Sean Murphy, Jodi Devlin |

  30. PAY VERSUS PERFORMANCE

    (2)Amounts reflect the total compensation for our NEOs, as reported in the Summary Compensation Table ("SCT") in the Company's proxy statements for fiscal years 2025 and 2024, respectively. (3)Compensation Actually Paid ("CAP") has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year-end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the SCT:

  31. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | 2025 | 2024 | | Summary Compensation Table Total | $4,823,349 | $4,136,595 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(4,053,512) | $(3,512,551) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $5,454,126 | $1,867,284 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $645,019 | $(730,903) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $— | $— | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $24,846 | $(243,304) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $— | $— | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $— | $— | | Compensation Actually Paid | $6,893,828 | $1,517,121 |

  32. PAY VERSUS PERFORMANCE

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | 2025 | 2024 | | Summary Compensation Table Total | $2,499,814 | $1,848,137 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(1,924,915) | $(1,140,425) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $3,046,179 | $601,640 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $70,207 | $(306,459) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $54,719 | $— | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $4,359 | $(129,486) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $— | $— | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $— | $— | | Compensation Actually Paid | $3,750,363 | $873,407 |

  33. PAY VERSUS PERFORMANCE

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant date fair value for accounting purposes. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on or between October 6, 2020 and November 24, 2025 used an estimated term between 0.5 years and 9.1 years in 2024, and an expected term between 0.5 years and 9.0 years in 2025, as compared to an estimated term of 6.25 years used to calculate the grant date fair value of such awards, and (ii) (a) the PSU granted in 2024 assumed an expected payout at target for 2024 and 2025 valuations, and (b) the PSU granted in 2025 assumed an expected payout at target for 2025 valuations, in each case as compared to the grant date fair value calculations which assumed a payout at target. (4)Total Shareholder Return ("TSR") represents the cumulative return on a fixed investment of $100 in our common stock for the period beginning on the last trading day of fiscal year 2023 through the end of the applicable fiscal year, assuming reinvestment of dividends. (5)The dollar amounts reported represents the net income (loss) reflected in the Company's consolidated audited financial statements for the applicable year.