DEF 14A of Carlsmed, Inc., Apr 22, 2026

DEF 14A of Carlsmed, Inc.

Filed Apr 22, 2026 · FY20250001794546-26-000005

Open on EDGAR

  1. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS Our amended and restated certificate of incorporation (“Certificate of Incorporation”) and our Bylaws provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our Board of Directors. Our Certificate of Incorporation further provides that our Board of Directors will be divided into three classes, as nearly equal in number as possible. At each annual meeting of stockholders, one class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. At the Annual Meeting, two Class I directors will be elected for three-year terms. Based upon the recommendation of our nominating and corporate governance committee, our Board of Directors has nominated each of the director nominees set forth below to stand for election by our stockholders, in each case for a three-year term expiring at our 2029 Annual Meeting or until his successor is duly elected and qualified.

  2. Nominees for Director

    Nominees for Director Our nominating and corporate governance committee has recommended, and our Board of Directors has approved, Niall Casey and Philip (Phil) Young as nominees for election as Class I directors at the Annual Meeting. If elected, Messrs. Casey and Young will serve as Class I directors until the 2029 Annual Meeting or until their successors are duly elected and qualified. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance — Nominees for Director.” If you are a stockholder of record and you vote but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Messrs. Casey and Young. We expect that Messrs. Casey and Young will accept such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our Board of Directors to fill such vacancy. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank or other agent, then your broker, bank or other agent will leave your shares unvoted on this matter.

  3. Nominees for Director

    Nominees for Director Niall Casey. Mr. Casey co-founded the Company in June 2018 and has served as a member of our Board of Directors since June 2018 and Chief Intellectual Property Officer since December 2023. Prior to that, Mr. Casey served as our Chief Technology Officer from September 2018 to December 2023, Vice President of Research and Development from June 2018 to September 2018, and Treasurer from June 2018 to April 2020. Mr. Casey also served as the Company’s Secretary from June 2018 to September 2025. Prior to our formation, Mr. Casey was a Director of Development at Alphatec Spine, Inc., a wholly owned subsidiary of Alphatec Holdings, Inc., a public medical technology company, from April 2017 to March 2018. Previously, from March 2015 to October 2016, he was Director of Engineering, Spine at Ellipse Technologies, Inc., a privately held medical device company, which was later acquired by NuVasive, Inc., a public medical device company. Mr. Casey received a J.D. from Suffolk University, an M.S. in biomedical engineering from Case Western Reserve University, and a B.S. in biomedical engineering from Case Western Reserve University. Mr. Casey is registered to practice before the USPTO and licensed to practice law in the State of Massachusetts. We believe that Mr. Casey is qualified to serve on our Board of Directors due to his experience as our Chief Intellectual Property Officer and Co-Founder and due to his leadership, education, professional credentials, and significant experience in the spine industry. Philip (Phil) Young. Mr. Young has served as a member of our Board of Directors since December 2020. Mr. Young has served as Senior Advisor at U.S. Venture Partners, a venture capital investment firm, since January 2015 and previously served as Managing General Partner from April 1990 to December 2009 and Partner from January 2010 to December 2014. He has served on the Board of Trustees of the Palo Alto Medical Foundation since 2006 and on the Board of Trustees of Cornell University from 2004 to 2012 and remains on that Board as a Trustee Emeritus. From 2002 to 2021, he also served as Chair of the board of directors of eCornell, the University Endowment’s for-profit online learning corporation, and from 2015 to 2024 served on the Advisory Board of the Smithsonian Astrophysical Observatory in the Center for Astrophysics at Harvard and Smithsonian. Mr. Young also served as a Managing Director of Dillon Read & Co., Inc. from 1985 to 1990; as President and Chief Executive Officer of Oximetrix, Inc., a medical device company acquired by Abbott Labs to become Abbott Critical Care, from 1977 to 1985; and has also previously served on the boards of directors of a number of publicly traded companies in the biotechnology, medtech and information technology industries. Mr. Young received an M.B.A. from Harvard Business School, an M.S. in engineering physics from George Washington University, and a B.M.E. majoring in nuclear engineering from Cornell University. We believe that Mr. Young is qualified to serve on our Board of Directors due to his experience serving as a director on boards of both public and private companies.

  4. Continuing Directors

    Continuing Directors Michael (Mike) Cordonnier. Mr. Cordonnier co-founded the Company in June 2018 and has served as Chairman of our Board of Directors, Chief Executive Officer and President since June 2018. Mr. Cordonnier also served as Treasurer from November 2022 to August 2023. Prior to our formation, Mr. Cordonnier was the Founder of EM-Cor medical, LLC from August 2017 to July 2018. Previously, from August 2015 to August 2017, he was Director of Product Development of Ellipse Technologies, Inc., a privately held medical device company, which was later acquired by NuVasive, Inc., a public medical device company. Prior to that, from August 2011 to August 2015, he was Director of Research & Development at Zimmer Biomet, a public medical device company. In 2025, Mr. Cordonnier completed the Directors' Consortium Public Board program at Stanford Graduate School of Business. Mr. Cordonnier received a B.S. in mechanical engineering from the University of Dayton. We believe that Mr. Cordonnier is qualified to serve on our Board of Directors as the Chairman due to his experience as our Chief Executive Officer, President, and Co-Founder and due to his leadership and business acumen. Robert Mittendorff, M.D., M.B.A. Dr. Mittendorff has served as a member of our Board of Directors since April 2022. Dr. Mittendorff has served as General Partner and Head of Healthcare at B Capital Group, a global investment firm, since March 2021. He currently serves as a board member or investor for seven companies that leverage AI in their core product or service offering. Previously, Dr. Mittendorff was a Partner and Co-Head of Healthcare Ventures at Norwest Venture Partners, a venture and growth equity investment firm, from February 2012 to March 2021, was formerly the Vice President of Marketing and Business Development at Hansen Medical, Inc., a public medical robotics company, from July 2008 to February 2012, and currently serves on the boards of directors of several private companies in the healthcare industry. Notably, Dr. Mittendorff previously served as a director on the board of formerly public company Silk Road Medical, and he also served as an observer on several other relevant public company medical device companies, including iRhythm and Intersect ENT. Dr. Mittendorff received his M.D. from Harvard University and MIT in the HST Program, an M.B.A. from Harvard Business School, and an M.A. in international relations from Kings College London. As part of his doctoral research at Harvard Medical School, Dr. Mittendorff was also awarded a Howard Hughes Institute Fellowship in neuroscience at MIT, MGH, and Harvard Medical School, where his work involved both neural networks and statistical neural spike train models. We believe that Dr. Mittendorff is qualified to serve on our Board of Directors due to his experience serving as a director on the boards of both public and private companies. Kevin O’Boyle. Mr. O’Boyle has served as a member of our Board of Directors since September 2024. Mr. O’Boyle has over 20 years of executive management experience in the medical device industry. Mr. O’Boyle previously served on the boards of Nevro, Inc., from March 2019 until it was acquired in April 2025, where he was the chair of the audit committee; Sientra, Inc., from May 2014 to June 2023, where he was the chair of the audit committee and a member of the nominating and corporate governance committee; GenMark Diagnostics, Inc., from February 2010 until it was acquired in April 2021, where he was chairman of the board and the chair of the audit committee, and Wright Medical Group N.V., from November 2015 until it was acquired in November 2020, where he was the chair of the audit committee. Mr. O’Boyle received a B.S. in accounting from the Rochester Institute of Technology and completed the Executive Program at the University of California Los Angeles, Anderson School of Management. We believe that Mr. O’Boyle is qualified to serve on our Board of Directors due to his experience serving as a director on boards of other companies in the medical device industry, financial expertise, and extensive management experience in the medical device industry. Jonathan (Jon) D. Root, M.D., M.B.A. Dr. Root has served as a member of our Board of Directors since December 2020. Dr. Root has served as the Managing Member of Presidio Management Group X, LLC and several U.S. Venture Partners’ funds, which are the general partners of various other venture capital funds, since 1998. Dr. Root has served on the board of Omada Health, Inc. since January 2013, where he is a member of the audit committee and the nominating and corporate governance committee, and has served on the board of Edgewise Therapeutics, Inc. since August 2019, where he is a member of the audit committee and the nominating and corporate governance committee. Previously, Dr. Root served as a board member for Inari Medical, Inc. from September 2011 to February 2025, where he was a member of the compensation committee and a member of the nominating and corporate governance committee. Other past board seats include OncoMed Pharmaceuticals, Inc. from August 2004 to April 2019, eFFECTOR Therapeutics, Inc. from April 2014 to February 2022, and Silverback Therapeutics, Inc. (until its acquisition by ARS Pharmaceuticals, Inc.) from March 2020 to November 2022. Additionally, Dr. Root currently serves on the boards of directors of several private companies in the healthcare industry. Dr. Root received an A.B. in economics from Dartmouth College, an M.D. from the University of Florida College of Medicine, and an M.B.A. from Columbia Business School. We believe that Dr. Root is qualified to serve on our Board of Directors due to his experience serving on the boards of both public and private companies. Kevin Sidow. Mr. Sidow has served as a member of our Board of Directors since December 2020. Previously, Mr. Sidow was President and Chief Executive Officer of Moximed, Inc., a privately held medical device company, from February 2008 until his retirement in July 2017. Prior to serving as President and Chief Executive Officer of Moximed, Inc., he was President and Chief Executive Officer of St. Francis Medical Technologies, Inc., a spinal implant company acquired in January 2007, from May 2004 until May 2007. Mr. Sidow currently serves on the board of directors of another private company in the healthcare industry. Mr. Sidow received a B.S. in accounting from West Virginia University. We believe that Mr. Sidow is qualified to serve on our Board of Directors due to his experience serving as a director on the boards of private companies and his extensive experience in the medical device industry.

  5. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Board of Directors has adopted a non-employee director compensation program (the “Director Compensation Program”) that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. The Director Compensation Program is reviewed annually by our compensation committee in consultation with our compensation consultant. Pursuant to the Director Compensation Program, our non-employee directors receive cash compensation as set forth in the tables below. Directors who are employees do not receive additional compensation for serving on the Board of Directors or its committees.

  6. DIRECTOR COMPENSATION

    | Position | Annual Retainer | | Annual Board Service Retainer: | | | Board Membership | $45,000 | | Lead Independent Director (in addition to Annual Board Service Retainer) | $25,000 | | Annual Committee Chair Service Retainer: | | | Chair of the Audit Committee | $20,000 | | Chair of the Compensation Committee | $15,000 | | Chair of the Nominating and Corporate Governance Committee | $10,000 | | Annual Committee Member Compensation (not applicable to Committee Chairs) | | | Member of the Audit Committee | $10,000 | | Member of the Compensation Committee | $7,500 | | Member of the Nominating and Corporate Governance Committee | $5,000 |

  7. DIRECTOR COMPENSATION

    Our Board of Directors or our compensation committee may, in its discretion, provide our non-employee directors with the opportunity to elect to receive all or a portion of their cash fees in restricted stock units (“RSUs”) granted under our 2025 Equity Incentive Plan (the “2025 Plan”)¸ with each such RSU award covering a number of shares calculated by dividing (i) the amount of cash fees elected to be received in RSUs by (ii) the average per share closing trading price of our common stock over the most recent 30 trading days as of the grant date (the “30-day average price”). Such RSUs are automatically granted on the fifth day of the month following the end of the calendar quarter to which the corresponding fees were earned and will be fully vested on grant. None of our non-employee directors have elected to receive their cash fees in RSUs. Under the Director Compensation Program, unless otherwise provided by our Board of Directors prior to commencement of service of an applicable director, each non-employee director is automatically granted an RSU award upon the director’s initial appointment or election to our Board of Directors (the “Initial RSU Award”) covering a number of shares calculated by dividing (i) $260,000 by (ii) the 30-day average price. One-third of each Initial RSU Award vests on each of the first three anniversaries of the applicable grant date, subject to the non-employee director’s continuous service through each applicable vesting date. In addition, under the Director Compensation Program, each non-employee director is automatically granted an RSU award on the close of business on the date of each of our annual stockholder’s meetings (the “Annual RSU Award”) covering a number of shares calculated by dividing (i) $130,000 by (ii) the 30-day average price. However, for any non-employee director whose continuous service is less than one year as of such annual meeting, their Annual RSU Award is prorated based on the number of calendar days they served as a non-employee director prior to the date of such annual meeting. The Annual RSU Award vests on the earlier of the first anniversary of the grant date or the date of the next annual stockholder’s meeting, subject to continued service through the applicable vesting date. All equity awards held by non-employee directors under the Director Compensation Program vest in full upon the consummation of a “change in control” (as defined in the 2025 Plan), subject to continued service through immediately prior to such date. Each non-employee director may elect to defer all or a portion of their RSUs they receive under the Director Compensation Program until the earliest of a fixed date properly elected by the non-employee director, the non-employee director’s termination of service, or a “change in control.” None of our non-employee directors have elected to defer their RSUs. The following table provides information related to the compensation of each of the directors during the year ended December 31, 2025 other than Mr. Cordonnier, whose compensation is described below in the “Summary Compensation Table.” Mr. Casey serves as Chief Intellectual Property Officer and Co-Founder of the Company and is not a named executive officer. His compensation as Chief Intellectual Property Officer and Co-Founder of the Company is included in the table below.

  8. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Robert Mittendorff, M.D. | $28,750 | — | — | — | $28,750 | | Kevin O’Boyle | $48,750 | $259,995 | — | — | $308,745 | | Jonathan (Jon) D. Root, M.D. | $27,500 | $259,995 | — | — | $287,495 | | Kevin Sidow | $61,250 | $259,995 | $20,454 | — | $341,699 | | Philip (Phil) Young | $27,500 | $259,995 | — | — | $287,495 | | Niall Casey | $507,668(4) | — | $625,828(5) | $14,821(6) | $1,148,317 |

  9. DIRECTOR COMPENSATION

    Amounts shown for our non-employee directors represent the value of annual retainers paid to such directors during 2025. Dr. Mittendorff’s annual retainers were paid directly to B Capital Group Management. Dr. Root’s annual retainers were paid directly to Presidio Management Group X, LLC. (2) Amounts reflect the full grant-date fair value of RSUs granted during 2025 computed in accordance with FASB ASC Topic 718. See Note 6 of our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of valuation assumptions made in determining the grant date fair value and compensation expense of our RSUs. On July 22, 2025, each of our non-employee directors other than Dr. Mittendorff were granted 17,333 RSUs. As of December 31, 2025, each of our non-employee directors, other than Dr. Mittendorff, held 17,333 RSUs. (3) Amounts reflect the full grant-date fair value of stock options granted during 2025 computed in accordance with FASB ASC Topic 718. See Note 6 of our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of valuation assumptions made in determining the grant date fair value and compensation expense of our stock options. On April 10, 2025, Mr. Sidow was granted 7,196 options. The aggregate number of option awards (whether exercisable or unexercisable) held as of December 31, 2025 by Mr. Sidow and Mr. O’Boyle is 103,366 and 103,702 respectively. None of our other non-employee directors held outstanding options as of December 31, 2025. (4) Amount consists of (a) $322,329 in base salary that Mr. Casey received for his service as Chief Intellectual Property Officer and Co-Founder of the Company during 2025 and (b) a $185,339 annual non-equity incentive award earned by Mr. Casey in 2025, which was paid after certification of performance achievement by the Board of Directors or a duly appointed committee thereof. See the “Narrative to Summary Compensation Table – Non-Equity Incentive Compensation” section below for further details on such award. (5) Amount represents the full grant-date fair value of stock options granted to Mr. Casey for his service as Chief Intellectual Property Officer and Co-Founder of the Company during 2025, including (a) 53,571 stock options under the 2025 Plan in connection with the IPO and (b) 112,478 stock options granted on February 19, 2025 under our 2019 Stock Incentive Plan (the “2019 Plan”). As of December 31, 2025, Mr. Casey held an aggregate of 166,049 stock options (whether exercisable or unexercisable). Amount represents employer contributions under our 401(k) plan received by Mr. Casey as an employee of the Company.

  10. Summary Compensation Table

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

  11. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Mike Cordonnier | 2025 | $480,822 | — | $353,218 | $1,510,370 | $414,709 | $30,848 | $2,789,967 | | Chief Executive Officer, President and Co-Founder | 2024 | $362,583 | — | — | — | $144,770 | $13,340 | $520,693 | | Leo Greenstein | 2025 | $377,863 | — | — | $517,423 | $217,271 | $6,754 | $1,119,311 | | Chief Financial Officer and Treasurer | 2024 | $345,000 | — | — | — | $138,000 | $5,386 | $488,386 | | Scott Durall | 2025 | $411,260 | — | — | $802,741 | $283,770 | $18,501 | $1,516,272 | | Chief Commercial Officer | 2024 | $116,311 | — | — | $250,218 | $50,558 | — | $417,087 |

  12. Summary Compensation Table

    (1) Amounts in this column represent the base salary paid to each of our named executive officers during the years shown. Each named executive officer received an increase in base salary effective July 22, 2025. See the “Narrative to Summary Compensation Table – Base Salaries” section below for further detail on the base salary increases for our named executive officers. (2) Amount represents the grant date fair value of performance-based RSUs (“PSUs”) granted to Mr. Cordonnier during the year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, rather than the amounts actually paid to or realized by Mr. Cordonnier. See Note 5 of our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of valuation assumptions made in determining the grant date fair value and compensation expense of the PSUs. (3) Amounts represent the grant date fair value of stock options granted, computed in accordance with FASB ASC Topic 718, rather than the amounts actually paid to or realized by the named executive officers. See Note 6 of our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of valuation assumptions made in determining the grant date fair value and compensation expense of our stock options. Amounts represent annual non-equity incentive awards earned by each named executive officer in the years shown, which were paid by us after certification of performance achievement by the Board of Directors or a duly appointed committee thereof. See the “Narrative to Summary Compensation Table – Non-Equity Incentive Compensation” section below for further details on these awards. Amounts represent employer contributions under our 401(k) plan. In the case of Mr. Cordonnier, the amount in this column also includes reimbursement of legal fees of $13,240 incurred by him in connection with negotiation of his employment agreement during the year ended December 31, 2025.

  13. Nonqualified deferred compensation

    Nonqualified deferred compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans.

  14. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025.

  15. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units that Have Not Vested ($) | 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 ($) | | Mike Cordonnier | 12/15/2020(1) | 358,422 | — | 0.33 | 1/7/31 | — | — | — | — | | | 12/15/24(1) | 56,239 | 168,717 | 4.35 | 2/18/35 | — | — | — | — | | | 07/22/25(2) | 8,928 | 133,929 | 15.00 | 7/21/35 | — | — | — | — | | | —(3) | — | — | — | — | — | — | 112,478 | $1,389,103 | | Leo Greenstein | 8/14/23(1) | — | — | 1.17 | 8/21/33 | 59,737 | $737,752 | — | — | | | 8/14/23(1) | 48,809 | 34,864 | 1.17 | 8/21/33 | — | — | — | — | | | 7/22/25(2) | 4,464 | 66,965 | 15.00 | 7/21/35 | — | — | — | — | | Scott Durall | 09/3/24(1) | 28,001 | 61,605 | 2.23 | 11/12/34 | — | — | — | — | | | 12/15/24(1) | 33,743 | 101,230 | 4.35 | 2/18/35 | — | — | — | — | | | 07/22/25(2) | 4,464 | 66,965 | 15.00 | 7/21/35 | — | — | — | — |

  16. Outstanding Equity Awards at Fiscal Year-End

    (1) Each of the stock options vests and becomes exercisable over four years, with 25% vesting on the first anniversary of the applicable vesting commencement date and the remainder vesting in 36 equal monthly installments thereafter, subject to continued service through the applicable vesting date. (2) Each of the stock options vests and becomes exercisable over four years, with 6.25% vesting on each quarterly anniversary of the applicable vesting commencement date. (3) The PSUs expire on the fourth anniversary of the grant date if the “market-based” vesting conditions described below are not achieved. The PSUs are eligible to vest based on our common stock price achievement, as measured based on an average during any consecutive 90-day trading period. 50% of the PSUs will vest if our common stock price equals or exceeds $42.97 per share, and the other 50% of the PSUs will vest if our common stock price equals or exceeds $53.68 per share. Vesting based on our stock price achievement is subject to Mr. Cordonnier remaining employed as our Chief Executive Officer through the date that such stock price achievement is certificated by the Board of Directors or a committee of the Board of Directors. Subject to Mr. Cordonnier remaining employed as our Chief Executive Officer through a “corporation transaction” (as defined in the 2019 Plan), the PSUs will vest based on the fair market value per share achieved in the corporation transaction, with 50% vesting at a price achievement of $42.97 per share or above, and the other 50% vesting at a price achievement of $53.68 per share or above.

  17. Executive Officer and Director Compensation

    Executive Officer and Director Compensation Please see the sections titled “Board of Directors and Corporate Governance—Director Compensation” and “Executive Compensation” for information regarding the compensation of our directors and executive officers.