Conexeu Sciences (CNXU) investor relations material

Executive summary

• Three new independent directors were appointed, expanding the board from six to nine members, with detailed compensation and equity arrangements outlined for each new and existing non-employee director.

• The company formalized board member agreements for April Burke, Ana Lucia Bastiani-Posner, and Andrew Costa, specifying duties, compensation, equity grants, and stock ownership guidelines.

• Board compensation notices were issued to existing directors, updating annual cash retainers, committee fees, and RSU grants, with clear vesting, forfeiture, and change-of-control provisions.

Significant events and developments

• Board size increased to nine, with three new directors appointed effective June 15, 2026, each with substantial financial and industry experience.

• Board committees were reconstituted, assigning new chairs and members to Audit, Compensation, and Nominating & Corporate Governance Committees.

• Compensation structure for directors was updated, including annual cash retainers, committee fees, and annual RSU grants with vesting and ownership guidelines.

• Appointment of David Bogart as Chief Commercial Officer, with a comprehensive executive employment agreement including salary, milestone bonuses, equity awards, and restrictive covenants.

Capital allocation and financing

• Directors receive annual cash retainers ($50,000 for members, $100,000 for the chair), committee fees, and annual RSU grants ($100,000 for members, $150,000 for the chair), aligning compensation with market practices.

• RSU grants vest quarterly over 12 months, with accelerated vesting upon change of control or at the discretion of the Compensation Committee.