Surrozen Inc

This non-binding management proposal requests stockholder approval of the overall compensation of the named executive officers as disclosed under Item 402 of Regulation S-K, including detailed compensation tables and narrative. Management seeks an advisory endorsement (a 'say-on-pay' vote) to validate its compensation philosophy and the specific pay arrangements — which include base salary, performance-based cash bonuses under the Annual Cash Bonus Plan, and equity awards (options and RSUs) administered under the company’s equity plans — and to use the outcome as input into future compensation decisions. The company frames these programs as aimed at attracting and retaining senior talent while promoting long-term stockholder value through performance-based incentives and equity ownership. The Board and compensation committee emphasize that the vote is advisory and not binding but state they will consider the result when making future compensation determinations. Company-specific context includes that Surrozen is a smaller reporting company that uses external compensation consultants (AON) and ties bonuses to corporate performance goals; in 2025 the company determined it achieved 100% of corporate goals and paid target bonuses accordingly, demonstrating the operational link between pay and performance. The compensation disclosure also includes severance/change-in-control protections and an incentive compensation recoupment policy, which management cites as governance measures. Risks identified by investors could include the magnitude of equity grants and potential dilution, the design of severance/ CIC protections, and the balance between short-term cash bonuses versus longer-term equity incentives. The Board’s recommendation to vote FOR reflects its view that the current structures and disclosures are appropriate, align management incentives with stockholder interests, and provide transparency for investor assessment. Given the advisory nature of the vote, failure to pass would prompt the Board and compensation committee to engage with stockholders and reassess compensation design and disclosure practices.

This non-binding management proposal asks stockholders to indicate their preference for how often the company should conduct an advisory 'say-on-pay' vote (options: every one year, two years, three years, or abstain). Management and the Board recommend an annual vote, arguing that yearly advisory votes deliver more immediate and direct feedback on executive compensation disclosures and investor views, which supports active engagement and allows for timely adjustments to compensation philosophy and practice. The proposal is procedural rather than substantive — it does not change compensation policy — but it determines the cadence of future advisory input from stockholders. Company context: Surrozen conducts active stockholder engagement and uses an external compensation consultant; management points to the benefits of annual review given the company's development-stage business and evolving compensation needs tied to clinical progress and financing activity. The recommendation is framed as consistent with transparency and good governance, while noting the advisory nature of the vote; the Board retains discretion to hold votes at a different interval if it determines that is in stockholders’ best interests. Investors preferring multi-year cycles typically cite administrative burden and long-term orientation; investors favoring annual votes emphasize accountability and responsiveness. If stockholders select a different frequency than the Board recommendation, the Board commits to consider the results and engage with investors as appropriate. The outcome will not create binding changes to fiduciary duties but may influence the Board’s approach to engagement and disclosure timing.