Independent
Tenure on this board
3.6 yrs
2 nominees · 5 ballot items.
Election of two Class III directors; ratification of PricewaterhouseCoopers LLP as independent auditor; approval of First Amendment to the 2020 Incentive Award Plan to increase share reserve, extend annual increases and extend plan term; advisory approval of named executive officer compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes.
Elect David Colpman and Kevin Rakin as Class III directors to hold office until the 2029 annual meeting.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
The proposal asks stockholders to ratify the audit committee and Board’s appointment of PricewaterhouseCoopers LLP as Elutia’s independent registered public accounting firm for fiscal year 2026. Management is seeking shareholder approval as a governance best practice—though not required by bylaws—to allow stockholders to express their view on the selection. The audit committee evaluated PwC’s qualifications, independence, audit quality, lead partner and team, industry knowledge and global capabilities, and concluded PwC should be re-engaged. The Board recommends a FOR vote, citing PwC’s tenure since 2015, its independence, and the audit committee’s oversight. Ratification is routine and creditors/brokers may exercise discretion; if not ratified the audit committee could reconsider its choice.
Approve First Amendment to the 2020 Plan to (i) add 3,000,000 shares to the plan reserve, (ii) extend annual automatic share increases through Jan 1, 2036, and (iii) extend plan termination to tenth anniversary of amendment date.
Proposal No. 3 requests shareholder approval of the First Amendment to Elutia’s Amended and Restated 2020 Incentive Award Plan to increase the share reserve by 3,000,000 shares, extend the automatic annual share increases through January 1, 2036, and extend the plan’s termination date to the tenth anniversary of the amendment. Management frames the amendment as necessary to maintain competitive equity compensation practices critical for attracting, motivating and retaining employees, directors and consultants, and to avoid cash compensation substitutes that could reduce operating liquidity. The Board and Compensation Committee point to recent burn rates (three-year average ~6%), current available shares (810,198 as of April 17, 2026) and projected need to support future grants, and assert the requested increase is reasonable given historical grant activity and anticipated hiring and retention needs. The amendment preserves other governance safeguards—no discounted options, no liberal change-in-control definitions, non-transferability, caps on director equity, and no tax gross-ups—while giving the committee authority to manage awards. Approval would expand dilution potential and increase long-term share overhang; if rejected the Company can continue existing plan terms but may face constraints in issuing equity awards. The Board recommends a FOR vote, arguing shareholder alignment and retention imperatives outweigh dilution concerns.
Approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory 'say-on-pay' proposal asks shareholders to approve the overall compensation framework and pay delivered to Elutia’s named executive officers as disclosed. Management emphasizes alignment with performance, use of equity incentives tied to share-price and FDA clearance milestones, and that pay decisions are overseen by the independent Compensation Committee. While non-binding, a FOR vote signals shareholder support for pay practices; a negative vote would prompt the Compensation Committee to reassess program design and engagement. Given the company's recent FDA clearance and equity-heavy pay, the vote evaluates whether shareholders accept the balance between cash payouts and long-term equity incentives that can dilute shareowners when realized. The Board recommends FOR and intends to consider results in future compensation decisions.
Advise on whether future advisory say-on-pay votes should be conducted every one, two, or three years; Board recommends one year.
This advisory proposal asks shareholders to indicate their preferred frequency for future say-on-pay votes—every one, two or three years. Management recommends annual votes to promote frequent shareholder engagement and allow investors to respond to the most recent compensation disclosures, particularly given the company's evolving commercialization and compensation programs. The vote is advisory and non-binding; however, the Board will consider the outcome when setting future practices. An annual result supports continuous oversight, while multi-year preferences could reduce administrative burden but lower responsiveness. The Board recommends 'One Year'.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nantahala Capital Management, LLC | 7.2% | 3,184,947 | $3M |
| 2 | AIGH Capital Management LLC | 6.0% | 2,651,424 | $3M |
| 3 | Knollwood Investment Advisory, LLC | 5.8% | 2,556,724 | $3M |
| 4 | SILVERARC CAPITAL MANAGEMENT, LLC | 5.7% | 2,498,020 | $3M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.3% | 1,023,699 | $1M |
| 6 | AIGH Capital Management LLC | 2.1% | 943,826 | $991K |
| 7 | PERKINS CAPITAL MANAGEMENT INC | 1.7% | 756,894 | $795K |
| 8 | Corient Private Wealth LLC | 0.6% | 249,032 | $261K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 239,974 | $252K |
| 10 | Rossmore Private Capital | 0.3% | 120,000 | $126K |
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