TELA Bio (TELA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 28, 2025, with stockholders able to participate online at no cost, supporting cost savings and environmental benefits.

• Key business includes director elections, auditor ratification, executive compensation votes, equity plan amendments, and a charter amendment to limit officer liability.

• The Board recommends voting in favor of all proposals and has provided detailed proxy materials online for review.

Voting matters and shareholder proposals

• Election of three Class III directors (Jeffrey Blizard, Vince Burgess, Federica O'Brien) for terms expiring in 2028.

• Ratification of KPMG LLP as independent auditor for 2025.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes (Board recommends annual votes).

• Amendment to the 2019 Equity Incentive Plan to add 3.5 million shares and remove the evergreen provision.

• Amendment to the Certificate of Incorporation to limit officer liability as permitted by Delaware law.

• Approval to adjourn the meeting if more votes are needed for Proposals 5 and 6.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; leadership roles are separated between CEO and Chairman.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.

• Annual self-evaluations and a skills matrix are used to ensure effective oversight and diversity.

• Directors are encouraged to attend annual meetings and all attended in 2024.