Not independent
Tenure on this board
2.8 yrs
Also a director at
Kura Oncology Inc (KURA)Absci Corp (ABSI)Averin Capital Acquisition Corp (ACAA)
2 nominees · 4 ballot items.
Election of two directors; Ratification of Grant Thornton LLP as independent auditors; Advisory vote on frequency of executive compensation votes (recommend 3 years); Advisory vote on named executive officer compensation (say-on-pay).
Elect two Class III director nominees (Mary Szela and Gary Gordon) to the Board for three-year terms ending at the 2029 Annual Meeting.
Ratify appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The Audit Committee appointed Grant Thornton LLP as TriSalus’s independent registered public accounting firm for fiscal 2026 and is asking stockholders to ratify this selection. The proposal asks shareholders to approve the appointment, though such ratification is not legally required. If shareholders do not ratify, the Audit Committee will reconsider the selection; even if ratified, the Audit Committee retains the discretion to change auditors if appropriate. The Audit Committee’s recommendation to ratify is based on its review of Grant Thornton’s qualifications, independence, and the services and fees shown in the proxy; the proxy discloses audit fees and pre-approval processes. Ratification is routine and intended as a corporate governance check on the Audit Committee’s judgment, and carries low strategic impact beyond auditor oversight and potential signal about committee/auditor relations.
Non-binding advisory vote on whether to hold future advisory votes on executive compensation every one, two, or three years; the Board recommends a three-year frequency.
The Board seeks a non-binding shareholder preference on how often the company should solicit say-on-pay votes and recommends a triennial vote. The proposal asks shareholders to choose among one, two, or three-year intervals; the Board argues that a three-year cycle balances responsiveness to investor input with allowing time to implement changes and assess the long-term effects of compensation policies. Management justifies the recommendation by noting administrative burdens and giving the company sufficient time to evaluate compensation outcomes. Because the vote is advisory, the Board retains discretion. A triennial choice typically favors alignment with long-term strategic initiatives and reduces potential short-term pressure on pay design; however, some investors prefer annual voting for more frequent accountability. Adoption of three-year frequency would align TriSalus with many peers who use multi-year cycles, and reflects management’s view on appropriate governance pacing.
Non-binding advisory vote to approve the 2025 compensation of named executive officers as disclosed in the proxy statement.
The Board and Compensation Committee request a non-binding advisory approval of the company’s 2025 named executive officer compensation program as disclosed in the proxy. The proposal asks shareholders to endorse the overall compensation philosophy and implementation rather than specific items, with management arguing the program attracts, retains, and motivates executives and aligns pay with company performance through a mix of base salary, performance bonuses, equity and long-term incentives. The proxy contains detailed compensation tables, equity award schedules, severance and change-in-control arrangements, and descriptions of incentive design (including salary investment program and performance-based PSUs and options). Management emphasizes governance features such as committee oversight, pre-approval of auditor fees, and equity plan controls. Given the advisory nature, the Board will consider stockholder feedback when making future compensation decisions; a negative vote would likely trigger engagement and potential changes to compensation design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | First Light Asset Management, LLC | 8.2% | 5,066,827 | $20M |
| 2 | AWM Investment Company, Inc.Activist | 3.4% | 2,079,105 | $8M |
| 3 | Nantahala Capital Management, LLC | 3.4% | 2,070,827 | $8M |
| 4 | WASATCH ADVISORS LP | 2.3% | 1,437,960 | $6M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.2% | 1,347,036 | $5M |
| 6 | BlackRock, Inc. | 1.6% | 957,998 | $4M |
| 7 | GILDER GAGNON HOWE CO LLC | 1.4% | 888,515 | $4M |
| 8 | Cerity Partners LLC | 1.3% | 787,272 | $3M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.1% | 661,302 | $3M |
| 10 | THOMPSON SIEGEL WALMSLEY LLC | 1.0% | 583,574 | $2M |
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