DEF 14A of Shoulder Innovations, Inc.
Filed Apr 29, 2026 · FY20250001699350-26-000026
PROPOSAL NO. 1 ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1 ELECTION OF CLASS I DIRECTORS Our Board currently consists of eight members who are divided into three classes, designated as Class I, Class II, and Class III. Each class has a staggered, three-year term. Class I directors’ terms expire at the Annual Meeting, Class II directors’ terms expire at the 2027 annual meeting of stockholders, and Class III directors’ terms expire at the 2028 annual meeting of stockholders. At each annual meeting of stockholders, directors whose terms are expiring will be succeeded by newly-elected directors, who will serve from the time of their election and qualification until the third subsequent annual meeting of stockholders. Vacancies on the Board may be filled by persons elected by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and such persons shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until their successors are elected and qualified. The Board has nominated Robert Ball and Andrew Hykes to serve as Class I directors until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified. Each of Messrs. Ball and Hykes has agreed to serve if elected, and there is no reason to believe that any of them will be unable to serve. On March 6, 2026, Michael Carusi, a Class I director, notified the Company of his intention to not stand for re-election as a Class I director at the Annual Meeting upon the conclusion of his current term. Mr. Carusi’s term with the Board will conclude effective following the Annual Meeting, and the Board has resolved to decrease the size of the Board to seven directors effective upon the election of the Company’s directors at the Annual Meeting. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of Messrs. Ball and Hykes. In the event that a nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Alternatively, the Board may leave the position vacant and/or reduce the size of the Board. Each director will be elected by a plurality of the votes cast at the Annual Meeting. This means that the two individuals nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR” either one of the nominees to the Board, or you may “WITHHOLD” with respect to the nominees to the Board. Shares represented by proxies will be voted “FOR” the election of each of the Class I nominees, unless the proxy is marked to withhold authority to so vote. The following table sets forth information with respect to our two director nominees and the continuing directors, as of the Record Date.
PROPOSAL NO. 1 ELECTION OF CLASS I DIRECTORS
| | | | Committee | | | | Name | Age | Class | Audit | Compensation | Nominating and Corporate Governance | | Matthew Ahearn | 57 | Class III | | | | | Robert Ball(1) | 53 | Class I | | | | | Richard J. Buchholz | 58 | Class III | C | | M | | Paul Buckman(2) | 70 | Class II | M | | C | | Andrew Hykes | 53 | Class I | | M | | | Kevin Sidow | 68 | Class II | M | C | | | Casey Tansey | 68 | Class II | | M | M |
PROPOSAL NO. 1 ELECTION OF CLASS I DIRECTORS
| C = Committee Chair | M = Committee Member |
PROPOSAL NO. 1 ELECTION OF CLASS I DIRECTORS
(1)Mr. Ball is also the Company’s Chief Executive Officer and serves as Executive Chairman of the Board. (2)Mr. Buckman also serves as the Company's Lead Independent Director.
Director Biographies
Director Biographies Brief biographies of our director nominees followed by the biographies of our continuing directors are set forth below, which include information regarding our directors’ individual experience, qualifications, attributes, and
Director Biographies
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Director Biographies
skills that led our Nominating and Corporate Governance Committee and our Board to conclude that they should serve as directors. Robert Ball has served as our Chief Executive Officer since October 2020 and as our Executive Chairman of the Board since April 2015. Prior to joining the Company, Mr. Ball was a Principal at Imascap SA, a privately-held software company focusing on preoperative planning for shoulder arthroplasty from July 2013 until its acquisition by Wright Medical Group, Inc. (now Stryker Corporation (NYSE: SYK)) in December 2017. Prior to this, Mr. Ball held positions at Tornier NV, a global orthopedics company that was acquired by Wright Medical Group, Inc. (now Stryker Corporation), from August 2006 to December 2013, including Vice President, Research & Development, Regulatory and Clinical. Mr. Ball also previously held positions at Kinetikos Medical Inc., a privately-held company focusing on orthopedic implants, and DePuy, the Orthopaedics Company of Johnson & Johnson (NYSE: JNJ). Since its inception in January 2013, he has served as Chairman of Genesis Innovation, a company focused on early-stage medical device investing and development. Mr. Ball currently serves as a director for Genesis Innovation, Genesis Software, Genesis Investment Holdings, NSite LLC, Strados Labs LLC, and cultivate(MD) Holdings, LLC. Mr. Ball received his Bachelor of Science in Mechanical Engineering and his Master of Science in Mechanical Engineering from Kettering University. We believe Mr. Ball’s extensive experience with medical technology companies and thorough knowledge of our industry and strategy as our Chief Executive Officer qualifies him to serve on our Board. Andrew Hykes has served as a member of our Board since February 2026. Since October 2025, Mr. Hykes has served as the President and Chief Executive Officer of Okami Medical, Inc., a medical device company committed to the development of innovative, versatile, and intuitive devices for the occlusion of peripheral vessels (“Okami”). Prior to Okami, Mr. Hykes served as the Chief Executive Officer, President and director of Inari Medical, Inc., a company that provides innovative solutions for venous thromboembolism clot removal without the use of thrombolytic drugs (“Inari”), from January 2023 to May 2025. Prior to that, Mr. Hykes served as the Chief Operating Officer of Inari from October 2020 to December 2022, and as Chief Commercial Officer of Inari from September 2017 to October 2020. From November 2012 to January 2017, Mr. Hykes was the Vice President of Commercial Operations of Sequent Medical Inc., a company focused on catheter-based neurovascular therapies that was acquired by Terumo Corporation in July 2016 (“Sequent”). Prior to Sequent, Mr. Hykes worked for Medtronic PLC, a medical device company, from August 2002 to October 2012, where he held several positions of increasing responsibility, including Vice President of Marketing, Vice President of Clinical and Regulatory Affairs and Director of Investor Relations. From 1995 to 2000, Mr. Hykes worked in healthcare banking for ABN AMRO Bank. Mr. Hykes received his Bachelor of Business Administration from the University of Wisconsin Madison and his Master of Business Administration from Harvard Business School. We believe that Mr. Hykes’ proven medical device operating executive leadership, with broad functional, geographic and sector experience, qualifies him to serve on our Board. Matthew Ahearn has served as our Chief Operating Officer since October 2020 and as a member of our Board since February 2017. Prior to his role as our Chief Operating Officer, Mr. Ahearn was our Chief Executive Officer and President from February 2017 to October 2020 and our Chief Financial Officer and Chief Operating Officer from November 2020 to September 2023. Mr. Ahearn also currently serves as a director for HAPPE Spine, LLC, SpinTech MRI, Inc., CPD to SPD, LLC, cultivate(MD) Holdings, LLC, and Genesis Investment Holdings. Mr. Ahearn received his Bachelor of Arts in Economics and Management from Albion College. We believe that Mr. Ahearn’s deep understanding of our business and extensive experience in financial management and operational leadership within the healthcare and technology sectors qualifies him to serve on our Board. Richard J. Buchholz has served as a member of our Board since August 2025. Mr. Buchholz currently serves as Chief Financial Officer of Impulse Dynamics, a global medical device company committed to improving the lives of people with heart failure, since March 2026. Prior to that role, Mr. Buchholz served as Chief Financial Officer of Inspire Medical Systems, Inc. (NYSE: INSP) since June 2014. Mr. Buchholz received his Bachelor of Business Administration from the University of Wisconsin, Eau Claire and is a Certified Public Accountant (inactive). We believe Mr. Buchholz’s extensive knowledge of our industry, financial management skills and experience as an executive of a publicly-traded medical technology company qualifies him to serve on our Board.
Director Biographies
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Director Biographies
Paul Buckman has served as a member of our Board since October 2020, and as our Lead Independent Director since April 2026. Mr. Buckman has served as the Chief Executive Officer and a director of Rhythmlink International, LLC, a privately-held medical equipment manufacturer, since April 2024. He previously served as President of North America for LivaNova PLC (Nasdaq: LIVN), a publicly-held global medical technology company, from May 2017 to March 2023, and as the Chief Executive Officer of Coventus Orthopaedics, Inc. from 2013 to 2016. Mr. Buckman also currently serves as a director for Ablative Solutions, Inc., Solana Company (formerly Helius Medical Technologies, Inc.) (Nasdaq: HSDT), MiroMatrix Medical, Inc. and NeuroOne Medical Technologies Corporation (Nasdaq: NMTC). Mr. Buckman received his Bachelor of Business Administration and his Master of Business Administration from Western Michigan University. We believe that Mr. Buckman’s extensive background in the healthcare industry, directorship and management experience qualifies him to serve on our Board. Kevin Sidow has served as a member of our Board since October 2020. From February 2008 until his retirement in July 2017, Mr. Sidow was the President and Chief Executive Officer of Moximed, Inc., a medical device company focused on knee osteoarthritis. He currently serves on the board of directors of Carlsmed Inc. (Nasdaq: CARL) and several private companies in the healthcare industry, including Hip Innovation Technology, LLC, and Mantis Health Inc. Mr. Sidow received his Bachelor of Science in Accounting from West Virginia University. We believe Mr. Sidow’s extensive experience in the medical device industry and leadership positions qualifies him to serve on our Board. Casey Tansey has served on our Board since October 2020. Since 2014, Mr. Tansey has served as the Managing Partner of USVP Management Company. Mr. Tansey has been a member of the board of directors of Inspire Medical Systems, Inc.(NYSE: INSP) since 2007 and of UCSF MTVP Investment Advisory since 2017. He has also served on the boards of several other medical technology and healthcare-related companies, including Cagent Vascular, HeartFlow, Inc., Highlife Medical, Inc., Luminopia, Inc., MicroTransponder, Inc., Neuros Medical, NeoChord, Inc., and ShiraTronics. Mr. Tansey received his Bachelor of Science in Business and his Master of Business Administration in Business from the College of Notre Dame. We believe Mr. Tansey’s significant investing experience and knowledge of our industry qualifies him to serve on our Board.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program Prior to the consummation of our initial public offering, we did not have a formal policy to provide any cash or equity compensation to our non-employee directors for their service on our Board or the committees of the Board. In connection with our initial public offering, we adopted, and our stockholders approved, a Non-Employee Director Compensation Program (the “Director Compensation Program”), which became effective upon the closing of our initial public offering. The Director Compensation Program is intended to attract and retain non-employee directors and align the interests of our Board and stockholders. The Director Compensation Program consists of cash and equity compensation payable to directors who are not an employee of the Company or any of its parents or subsidiaries (each, an “Eligible Director”). The material terms of the Director Compensation Program are described below. The Director Compensation Program consists of the following components: Cash Compensation
Non-Employee Director Compensation Program
| Cash Compensation | Amount | | Annual Retainer: | $45,000 | | Annual Committee Chair Retainer: | | | Audit: | $20,000 | | Compensation: | $15,000 | | Nominating and Corporate Governance: | $10,000 | | Annual Committee Member (Non-Chair) Retainer: | | | Audit: | $10,000 | | Compensation: | $7,500 | | Nominating and Corporate Governance: | $5,000 | | Lead Independent Director: | $35,000 | | Non-Executive Chair: | $40,000 |
Non-Employee Director Compensation Program
The annual cash compensation is paid in quarterly installments and in arrears, subject to the director’s continued service through the applicable payment date. Annual cash compensation is pro-rated for any partial calendar quarter of service. Equity Compensation •Initial Awards: An Eligible Director who was serving on the Board as of the effective date of the Director Compensation Program was granted a RSU award with a value of $115,000, with the number of RSUs subject to the award determined by dividing $115,000 by the price per share to the public of the Company’s common stock as determined on the pricing date of the Company’s initial public offering (the “Initial Award”). Each Initial Award shall vest in full on the earlier of (i) the one-year anniversary of the effective date of the Director Compensation Program, and (ii) the date of the Annual Meeting, subject to the Eligible Director’s continued service through the applicable vesting date. •Annual Awards: An Eligible Director who is serving on the Board as of the date of the Company’s annual meeting of stockholders in each calendar year beginning in the year ending December 31, 2026 shall be granted a RSU award with a value of $115,000, with the number of RSUs subject to the award determined by dividing $115,000 by the closing price for the Company’s common stock on the date of the applicable grant (the “Annual Award”). Each Annual Award shall be granted on the applicable annual meeting of stockholders date, and shall vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date, and (ii) the date of the next annual meeting of stockholders following the grant date, subject to the Eligible Director's continued service through the applicable vesting date. In addition, each equity award granted to an Eligible Director under the Director Compensation Program will vest in full immediately prior to the occurrence of a “change in control” (as defined in the 2025 Plan).
Non-Employee Director Compensation Program
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Non-Employee Director Compensation Program
Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2025 Plan, which is $500,000 (increased to $1,000,000 during a non-employee director’s initial calendar year of service as a non-employee director or any calendar year during which a non-employee director serves as Chair of the Board or Lead Independent Director).
Director Compensation
Director Compensation During the year ended December 31, 2025, our non-employee directors were Messrs. Buchholz, Buckman, Carusi, Pardo, Sidow and Tansey. Messrs. Ball and Ahearn, our Chief Executive Officer and Chief Operating Officer, respectively, are named executive officers and did not receive any compensation for their service as a director in the year ended December 31, 2025, and their respective compensation is disclosed in the Summary Compensation Table for 2025 and 2024.
Director Compensation Table for 2025
Director Compensation Table for 2025 The following table contains information concerning the compensation of our non-employee directors for the year ended December 31, 2025:
Director Compensation Table for 2025
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Richard J. Buchholz(4) | 27,083 | 114,990 | — | 142,073 | | Paul Buckman(5) | 45,000 | 114,990 | 43,538 | 203,528 | | Michael Carusi(6) | 18,750 | 114,990 | — | 133,740 | | Geoff Pardo(7) | 26,042 | 114,990 | — | 141,032 | | Kevin Sidow | 49,167 | 114,990 | 51,836 | 215,993 | | Casey Tansey | 23,958 | 114,990 | — | 138,948 |
Director Compensation Table for 2025
(1)The amounts in this column represent the value of the annual cash compensation earned by our non-employee directors. The cash retainers for the fourth quarter of 2025 were paid in February 2026. (2)The amounts in this column represent the grant date fair value of RSUs granted to each director in 2025 under the 2025 Plan in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. The grant date fair value of the RSUs is calculated as of the closing price of our common stock as quoted on the New York Stock Exchange on the grant date multiplied by the number of shares subject to the award. We do not pay fractional shares. (3)The amounts in this column represent the aggregate grant date fair value of the stock options granted to certain of our non-employee directors during the year ended December 31, 2025, prior to the consummation of our initial public offering and the effective date of our Director Compensation Program, as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 2 to our financial statements included in our Annual Report. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our directors from the stock options. (4)Mr. Buchholz was appointed to our Board effective July 30, 2025. (5)Mr. Buckman was appointed as Lead Independent Director effective April 7, 2026. (6)On March 6, 2026, Mr. Carusi notified the Company of his intention not to stand for re-election at the Annual Meeting upon the conclusion of his current term. (7)Mr. Pardo resigned from the Board effective February 26, 2026. The table below shows the aggregate numbers of stock option awards (exercisable and unexercisable) and unvested RSU awards held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025.
Director Compensation Table for 2025
| Name | Stock Option Awards | RSUs | | Richard J. Buchholz | — | 7,666 | | Paul Buckman | 15,212 | 7,666 | | Michael Carusi | — | 7,666 | | Geoff Pardo | — | 7,666 | | Kevin Sidow | 18,111 | 7,666 | | Casey Tansey | — | 7,666 |
Director Compensation Table for 2025
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Summary Compensation Table for 2025 and 2024
Summary Compensation Table for 2025 and 2024 The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025 and 2024:
Summary Compensation Table for 2025 and 2024
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Robert Ball Chief Executive Officer | 2025 | 467,944 | — | 494,126 | 224,613 | 15,800 | 1,202,483 | | | 2024 | 449,613 | — | — | 164,701 | 13,800 | 628,114 | | Jeffrey Points Chief Financial Officer | 2025 | 378,144 | 50,000 | 98,825 | 181,509 | 11,338 | 719,816 | | | 2024 | 363,440 | — | — | 134,912 | 9,460 | 507,812 | | David L. Blue Chief Customer Experience Officer | 2025 | 364,455 | — | 148,238 | 247,101 | 18,977 | 778,771 | | | 2024 | 349,939 | — | — | 133,533 | 13,800 | 497,272 |
Summary Compensation Table for 2025 and 2024
(1)The amount in this column represents a discretionary bonus paid to Mr. Points. (2)The amounts in this column represent the grant date fair value of stock option awards granted during the year ended December 31, 2025 as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 2 to our financial statements included in our Annual Report. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our named executive officers from the stock options. (3)The amounts in this column reflect actual cash bonuses earned for the 2025 performance year, based on the achievement of goals under our bonus program for 2025. (4)The amounts in this column include the following amounts paid for 401(k) matching contributions, cell phone allowance and healthcare and other benefits for each of our named executive officers in the year ended December 31, 2025.
Summary Compensation Table for 2025 and 2024
| Name and Principal Position | 401(k) Matching Contributions ($) | Cell Phone Allowance ($) | Healthcare and Other Benefits ($) | Total ($) | | Robert Ball Chief Executive Officer | 14,000 | 1,800 | — | 15,800 | | Jeffrey Points Chief Financial Officer | 9,538 | 1,800 | — | 11,338 | | David L. Blue Chief Customer Experience Officer | 14,000 | 1,800 | 3,177 | 18,977 |
Summary Compensation Table for 2025 and 2024
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2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding stock option awards for each named executive officer as of December 31, 2025.
2025 Outstanding Equity Awards at Fiscal Year-End
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2025 Outstanding Equity Awards at Fiscal Year-End
| | | | Option Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Robert Ball | 12/16/2020(1) | — | 183,438 | — | $2.0988 | 12/16/2030 | | Chief Executive Officer | 7/12/2024(2) | 5/17/2023 | 212,967 | 116,789 | $2.4804 | 5/17/2033 | | | 4/23/2025(3) | 4/1/2026 | — | 172,650 | $2.8620 | 4/23/2035 | | Jeffrey Points | 7/12/2024(4) | 9/25/2023 | 8,842 | 46,426 | $2.4804 | 11/16/2033 | | Chief Financial Officer | 4/23/2025(3) | 4/1/2026 | — | 34,530 | $2.8620 | 4/23/2035 | | David L. Blue | 7/13/2017(1) | 12/31/2017 | 10,620 | — | $0.9349 | 07/13/2027 | | Chief Customer Experience Officer | 10/23/2017(1) | 12/31/2017 | 2,619 | — | $0.9349 | 10/23/2027 | | | 1/11/2018(1) | 5/01/2018 | 37,616 | — | $0.9349 | 1/11/2028 | | | 2/11/2020(1) | 2/11/2020 | 1,648 | — | $1.0303 | 2/11/2030 | | | 7/12/2024(5) | 4/19/2023 | 2,919 | 9,352 | $2.4804 | 5/9/2033 | | | 4/23/2025(3) | 4/1/2026 | — | 51,795 | $2.8620 | 4/23/2035 |
2025 Outstanding Equity Awards at Fiscal Year-End
(1)This stock option was fully vested and exercisable as of December 31, 2025. The stock options for Mr. Blue are held by the David Blue Living Trust. (2)This stock option vested as to 1/4th of the total number of shares underlying the stock option on May 17, 2024, and the remaining number of shares vesting in 36 equal increments on the last day of each month thereafter. The grant date set forth in the table above reflects the date on which the stock option was repriced; the stock option originally was granted to Mr. Ball on May 17, 2023. (3)This stock option vested as to 1/4th of the total number of shares underlying the stock option on April 1, 2026, and the remaining number of shares vesting in 12 equal increments on the last day of fiscal quarter beginning on June 30, 2026. (4)This stock option vests in 31 equal increments on the last day of each calendar month beginning on March 31, 2025. The grant date set forth in the table above reflects the date on which the stock option was repriced; the stock option originally was granted to Mr. Points on November 16, 2023. (5)This stock option vested as to 1/4th of the total number of shares underlying the stock option on April 19, 2024, and the remaining number of shares vesting in 12 equal increments on the last day of each month thereafter. The grant date set forth in the table above reflects the date on which the stock option was repriced; the stock option originally was granted to Mr. Blue on May 9, 2023.