🗳️ What This Document Is

This is a Proxy Statement (Schedule 14A). Think of this document as an official voter guide for Elutia Inc.'s Annual Meeting of Stockholders. 📚 It doesn't contain financial performance numbers, but rather governance information and key proposals that stockholders must vote on to guide the company's management and board of directors.

The purpose of the filing is to inform shareholders about the following:

• The details of the Annual Meeting.
• The various proposals they must vote on (e.g., electing directors, approving the annual audit firm).
• The board's formal recommendations for these votes.

👉 Why it matters: Your vote determines who runs the company, who audits the books, and how the company incentivizes its employees—all of which impacts long-term shareholder value.

🧑‍💼 The Company & The Annual Meeting Details

Elutia Inc. is a company whose operational focus is guided by its management and board, as detailed in this proxy statement. 🏢 The core purpose of this document is to facilitate the vote at the Annual Meeting of Stockholders.

• When and Where: The Annual Meeting is scheduled for Thursday, June 11, 2026, at 1:00 p.m. Eastern Time, held at Elutia Inc.'s offices at 20 Firstfield Road, Gaithersburg, Maryland 20878.
• Voting Requirements: To conduct any business, a quorum (a majority in voting power of the shares issued and outstanding) must be present. Voting by proxy (mail, phone, or internet) counts toward maintaining quorum, even if you don't vote.
• Attendance: Attendees must present government-issued photo identification. Stockholders are strongly encouraged to advise Jeffrey Hamet ([email protected] or 240-247-1143) by June 10, 2026, for attendance.

👔 Board Governance Proposals

This section addresses the key votes relating to who runs the company and who keeps the company honest. ⚖️ The board has provided clear recommendations for all items, which shareholders are asked to follow.

🧑‍⚖️ Election of Directors (Proposal No. 1)

The first proposal requires voting to elect two new directors, David Colpman and Kevin Rakin, to serve as Class III directors through the 2029 Annual Meeting.

• Board Recommendation: The Board unanimously recommends voting "FOR" the election of both nominees.
• David Colpman: Has extensive experience in the pharmaceutical and healthcare sector. His background includes roles at Shire Plc and Novo Nordisk A/S, and he currently advises HighCape Capital and Norgine Ltd.
• Kevin Rakin: Has deep experience in finance and leadership across the life sciences industry. He co-founded HighCape Partners and has served on the boards of other major companies, including Oramed Pharmaceuticals Inc.
• Role: Directors guide the overall strategy and oversight of the company, ensuring management acts in the shareholders' best interest.

🔬 Audit Firm Ratification (Proposal No. 2)

The company seeks to formally ratify the appointment of an independent public accounting firm. 📈 This proposal is crucial because the firm’s opinion provides credibility and trust to all of the company’s financial reports.

• Proposal: The vote is to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026.
• Fee Details: The total fee billed to Elutia for services in 2025 was $765,000. This is an increase from $715,000 billed in 2024.
• Governance Policy: The Audit Committee must pre-approve all non-audit services provided by the accounting firm to protect the company's financial integrity.

💰 Incentive Plan Update (Proposal No. 3)

This is the most complex section and addresses how the company will motivate its employees. 🚀 The 2020 Incentive Award Plan is the mechanism for issuing equity (like stock options or RSUs) to directors and employees.

🔄 The Amendment Request and Purpose

The Board is requesting stockholders approve the First Amendment to the 2020 Plan, which aims to keep the compensation program competitive.

• The Goal: The Board argues that the current plan is vital for attracting and retaining high-quality talent, especially in a competitive industry. They emphasize that without it, they might have to use cash replacement options, which would deplete funds needed for infrastructure and growth.
• Proposed Changes: The Amendment would:
  1. Increase the number of shares authorized under the 2020 Plan by an additional 3,000,000 shares of Common Stock.
  2. Extend the annual increase of authorized shares through 2036 (up from 2033).
  3. Extend the termination date of the 2020 Plan to the tenth anniversary of the Amendment Date.

📊 Current Plan Status and Burn Rate

The Board presented data showing that the existing share reserves are becoming limited. 📉

• Shares Available: As of April 17, 2026, there are 810,198 shares remaining available for future grants.
• Outstanding Awards: The plan currently has 5,765,169 shares subject to outstanding stock options and 642,630 shares subject to outstanding RSUs (Restricted Stock Units).
• Burn Rate: The company calculated its average equity burn rate over the last three fiscal years. The rate in 2024 was 15%, while 2023 and 2025 were both 2%.
• Justification: The Board calculated that the requested increase is necessary because the existing pool of shares will be insufficient to meet anticipated future grant needs.

👔 Compensation and Pay Proposals (Proposals No. 4 & 5)

These proposals deal with the "say-on-pay" votes, which are advisory votes on executive compensation. These votes are non-binding, meaning they do not legally determine pay, but they signal shareholder sentiment.

💰 Executive Compensation (Proposal No. 4)

This vote asks shareholders to approve, on an advisory basis, the total compensation package for the named executive officers.

• Board Recommendation: The Board recommends voting "FOR" this proposal.
• What it means: This vote allows shareholders to weigh in on the company's overall pay structure without changing the company’s corporate policies.

📅 Say-on-Pay Frequency (Proposal No. 5)

The second vote asks shareholders to approve the frequency of future advisory say-on-pay votes.

• Options: Shareholders can vote for every “One Year,” every “Two Years,” or every “Three Years.”
• Board Recommendation: The Board recommends voting “ONE YEAR,” suggesting that compensation governance should be reviewed frequently to remain responsive to market needs.

🧱 Corporate Governance Structure

The company maintains multiple committees to ensure oversight and compliance. 🤝 These committees act as checks and balances on the board's powers.

• The Audit Committee: The Audit Committee's primary role is to oversee the integrity of the company's financial statements. They are responsible for reviewing and discussing the financial results with management and the independent accounting firm (PricewaterhouseCoopers LLP).
• The Compensation Committee: This committee manages the company's executive and director pay structures, ensuring that compensation is both competitive and properly aligned with company performance.
• Board Role: The Board, through these committees, is responsible for establishing "Corporate Governance Guidelines," including a "Code of Business Conduct and Ethics" and "Insider Trading Compliance Policy/Anti-Hedging and Pledging Policy."

ℹ️ Logistics and Voting Instructions

This section serves as a critical guide for any stockholder wishing to participate in the vote. 🚦

• Voting Methods: Stockholders can vote by phone (1-800-PROXIES), by internet (www.voteproxy.com), or by mail.
• Deadline: Voting facilities are open until 11:59 p.m. Eastern Time on June 10, 2026.
• Voting Power: If you are a "beneficial owner" (shares held by a broker/bank), you are still entitled to vote, but you must follow instructions from your broker/bank for non-routine matters.

🧠 The Analogy

Proxy voting is like being a member of a club, but instead of attending a single, physical meeting, you vote on a detailed memo package (the Proxy Statement). The Board of Directors gives you its advice, but the memo forces you to look at the numbers and proposals for the audit firm, the directors, and the incentive plan yourself, deciding if you agree with their vision for the club's future.

🧩 Final Takeaway

This proxy statement centers on continuity: Elutia needs shareholder approval to sustain its compensation plan (Proposal 3) and confirm its oversight structure (Proposals 1, 2, 4, 5). The main signal is the Board’s urgent need for a larger equity share reserve to remain competitive in talent acquisition.