TELA Bio (TELA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 9, 2026, with stockholders able to participate online at no cost, supporting cost savings and environmental benefits.

• The Board recommends voting in favor of all proposals, including director elections, auditor ratification, executive compensation, equity plan amendment, and potential adjournment.

• Recent highlights include record revenue in Q4 2025 and full-year 2025, new product launches, board refreshment, and securing a $70 million credit facility.

• An underwritten offering in 2025 raised $11.6 million, and a 2024 public offering raised $42.9 million.

Voting matters and shareholder proposals

• Election of three Class I directors (Joseph Capper, William Plovanic, Betty Jo Rocchio) for terms expiring in 2029.

• Ratification of KPMG LLP as independent registered public accounting firm for 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of an amendment to the 2019 Equity Incentive Plan to increase authorized shares by 3,500,000.

• Approval to adjourn the meeting if insufficient votes are received for Proposal 4.

Board of directors and corporate governance

• Board size set at seven, with six independent directors; separation of CEO and Chairman roles.

• Significant board refreshment with new directors nominated and several resignations effective at the meeting.

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

• Annual board and committee self-evaluations and director orientation programs in place.

• Stockholder engagement is emphasized, with multiple communication channels.