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27 April 2026
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DEF 14ASEC Filing

CARL Proxy Details Shareholder Votes for Directors and Auditors

CARL
April 22, 2026 at 12:00 AM

🗳️ What This Document Is

This filing is a Definitive Proxy Statement (DEF 14A). Think of it as a comprehensive instruction manual and report card for the upcoming 2026 Annual Meeting of Stockholders. 📘 It details what you, the shareholder, will be asked to vote on, who the company's leaders are, and how the company’s governance structure operates.

👉 Why it matters: This document is crucial because it tells you exactly how the company is being governed, who is running the board, and what foundational votes (like electing directors or ratifying auditors) you are asked to approve.

  • Meeting Details: The 2026 Annual Meeting is scheduled for Wednesday, June 3, 2026, at 8:00 a.m. Pacific time. The meeting will be held at the offices of Morrison & Foerster LLP in San Diego, CA.
  • Accessibility: The company is primarily using the internet for proxy materials, making them available at www.proxyvote.com.
  • Recording Date: The board has set the record date for determining eligible voters as the close of business on April 8, 2026.

🏢 What Carlsmed Does

In simple terms, Carlsmed, Inc. is a medical device company. While the proxy statement focuses heavily on governance, its core business is centered around developing and utilizing specialized medical technology. 🏥

👉 The Core Business: The company's activities generally fall within the medical device industry, dealing with technologies used in areas like the spine.

🗳️ The Proposals for Vote

The Annual Meeting has two major, specific votes (Proposals) that shareholders are being asked to cast. You do not need to attend the meeting to vote your shares; submitting your proxy instructions online or by phone is encouraged. 📲

👉 Proposal 1 (Directors): Electing two directors to serve as Class I directors for a three-year term. These directors are nominated for re-election at the 2029 Annual Meeting.

  • Nominees: The nominees are Niall Casey and Philip (Phil) Young.
  • Voting Mechanics: To elect directors, you can vote "For" or "Withhold" your vote for any specified nominee.

👉 Proposal 2 (Auditors): Ratifying the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

  • Voting Mechanics: You may vote "For," "Against," or abstain from voting.

📋 Corporate Governance Structure

This section explains the formal rules and structures that govern the company's management and decision-making. Strong governance signals accountability and stability to investors. ⚖️

  • Board Structure: The Board of Directors currently has seven members. The board is divided into three staggered classes, ensuring that only one class is up for election each year.
  • Key Committees: The Board operates three independent committees to ensure oversight and specialized focus:
    • Audit Committee: Chaired by Kevin O’Boyle, its role is critical—it oversees the accounting and financial reporting processes, reviews financial statements, and monitors the independent auditors.
    • Compensation Committee: Chaired by Kevin Sidow, this committee is responsible for reviewing and approving compensation for executive officers and non-employee directors.
    • Nominating and Corporate Governance Committee: Chaired by Jon Root, this committee manages board composition, evaluates director candidates, and reviews overall corporate governance practices.
  • Independence Rules: For Nasdaq listing requirements, the board must have a majority of independent directors. The Board determined that Robert Mittendorff, Kevin O’Boyle, Jon Root, Kevin Sidow, and Phil Young are all independent directors.
  • Board Leadership: Michael Cordonnier is the Chairman of the Board. Because he is not an independent director, Kevin Sidow has been appointed as the Lead Independent Director.

🧑‍💼 Who is Running the Company

The board is made up of highly experienced individuals, many of whom have backgrounds in biopharma, medical devices, and corporate finance. 👨‍💼

  • Executive Team:
    • Michael (Mike) Cordonnier: Chairman, CEO, President, and Co-Founder (since 2018).
    • Leonard (Leo) Greenstein: Chief Financial Officer and Treasurer (since August 2023).
    • William (Scott) Durall: Chief Commercial Officer (since December 2024).
  • Director Backgrounds: The filing provides extensive credentials for all directors, highlighting deep experience in the medical device and biotech industries.
    • Niall Casey: Co-Founder and Chief Intellectual Property Officer (since 2018).
    • Philip (Phil) Young: Director with experience from major firms, including the Palo Alto Medical Foundation and Harvard Business School.
    • Robert Mittendorff: Director with experience from global investment firms and academic research.
    • Kevin O’Boyle: Director with over 20 years of executive management experience in the medical device industry.
    • Jonathan D. Root: Director with experience in venture capital and several biotech/medtech boards.
    • Kevin Sidow: Director with experience serving as CEO/President of other medical device companies.

💵 Director Compensation & Stock Ownership

This section details how the directors are compensated and who holds the most shares, which gives insight into potential alignment of interests. 💰

  • Director Compensation: The company uses a Director Compensation Program to attract talent. Payments include Annual Board Service retainers (ranging from $45,000 for a director to $10,000 for a committee member) and equity grants (RSUs).
    • Niall Casey's Compensation: In 2025, Niall Casey's total compensation was substantial, totaling $1,148,317, driven largely by his role as Chief Intellectual Property Officer and Co-Founder.
  • Beneficial Ownership: As of April 8, 2026, the largest block of shares belongs to institutional investors:
    • Entities affiliated with B Capital Group: Hold 8,321,763 shares, representing 30.6% of the common stock.
    • Entities affiliated with U.S. Venture Partners: Hold 5,642,073 shares, representing 20.7%.
    • Total Executive/Director Group: The collective ownership of all executive officers and directors is 3,577,533 shares, or 12.9%.

🚨 Risks and Compliance Details

The company is required to disclose potential legal liabilities, financial restrictions, and regulatory compliance details. ⚠️

  • Legal Proceedings: As of the filing date, the company reported that none of its directors, officers, or promoters have been subject to criminal convictions, bankruptcy petitions, or regulatory orders barring their involvement in business activities.
  • Emerging Growth Status: Carlsmed is classified as an "emerging growth company," meaning it complies with certain reduced reporting requirements under the JOBS Act. They must remain in this status until one of four benchmarks is met (e.g., reaching $1.235 billion in annual gross revenue or exceeding $700 million market value).
  • Corporate Ethics: The Board adopted a Code of Conduct and an Insider Trading Policy to ensure compliance with the highest business ethics standards.

📞 Next Steps and Contact Information

If you have questions about the proxy materials or the company, specific contact information is provided. 📧

  • Primary Websites: You can access all required materials at www.proxyvote.com or on the company's site at www.carlsmed.com.
  • Corporate Secretary: For inquiries regarding the 2025 Annual Report, write to: Carlsmed, Inc., 1800 Aston Ave., Suite 100 Carlsbad, CA 92008 Attention: Corporate Secretary.
  • Final Results: Final voting results will be published in a Form 8-K to the SEC within four business days after the Annual Meeting.

🧠 The Analogy

Voting at an Annual Meeting is like having a class election. 🧑‍🏫 You, the shareholder, are the student body. The Board of Directors are the student council members. The proxy statement is the ballot box. It presents specific elections (like choosing new student council members/directors) and procedural votes (like approving the school's annual budget/auditors). You cast your ballot—either by showing up (attending the meeting) or by submitting a proxy (a written instruction) so your vote counts, even if you can't be there.

🧩 Final Takeaway

This proxy statement is a formal request to shareholders to validate the company’s leadership and financial oversight. The main votes are electing two directors and ratifying the external auditors (Ernst & Young LLP).

Disclaimer: I am an AI and not a financial advisor. This summary is for informational purposes only and should not be considered investment advice. Always consult with a professional for financial decisions.