Elutia (ELUT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, with voting available online, by phone, or by mail for shareholders of record as of April 17, 2026.

• Key proposals include director elections, auditor ratification, incentive plan amendment, executive compensation approval, and say-on-pay frequency.

• The Board recommends voting for all proposals and a one-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors for terms expiring in 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026 is on the agenda.

• Approval sought for the First Amendment to the 2020 Incentive Award Plan, increasing share authorization and extending plan duration.

• Advisory votes on executive compensation and the frequency of future say-on-pay votes are included.

• Shareholder proposals and director nominations for the 2027 meeting must comply with bylaw deadlines.

Board of directors and corporate governance

• The Board consists of five directors divided into three classes, with regular evaluations and a mix of independent and management members.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and independent membership.

• Corporate Governance Guidelines and a Code of Conduct are in place, with policies on insider trading and anti-hedging.

• The Board separates the roles of CEO and Executive Chairman, both currently held by independent directors.