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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement |
|
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ |
Definitive Proxy Statement |
|
☐ |
Definitive Additional Materials |
|
☐ |
Soliciting Material Under §240.14a-12 |
Ekso Bionics Holdings, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
|
☒ |
No fee required |
|
☐ |
Fee paid previously with preliminary materials |
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☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
EKSO BIONICS HOLDINGS, INC.
101 Glacier Point, Suite A
San Rafael, California 94901
NOTICE OF 2025ANNUAL MEETINGOF STOCKHOLDERS TO BE
HELD ON MAY 16, 2025
NOTICE IS HEREBY GIVEN that the 2025Annual Meeting of Stockholders (the "Meeting") of Ekso Bionics Holdings, Inc., a Nevada corporation (the "Company"), will be held virtually via webcast on May 16, 2025at 9:00 a.m., PDT, for the purpose of considering and voting upon the following matters:
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1. |
To elect five persons to our board of directors (the "Board of Directors"), to serve until the annual meeting of stockholders to be held in 2026and until their respective successors are elected and qualified, or until their earlier death, resignation or removal ("Proposal One"); |
| 2. |
To authorize our Board of Directors to effect, in its discretion, a reverse stock split of the Company’s common stock, $0.001 par value per share ("common stock"), at a ratio of not less than 1-for-5 and not more than 1-for-15, with the exact ratio of any reverse stock split (the "Split Ratio") to be set within the above range as determined by our Board of Directors in its discretion, and without a corresponding reduction in the total number of authorized shares of common stock ("Proposal Two" or the "Reverse Stock Split Proposal"); |
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3. |
Toamend the Company's Amended and Restated 2014 Equity Incentive Plan to increase the total number of shares of common stock authorized for issuance pursuant to awards granted thereunder from 4,724,286 shares t o 7,0 24,286 shares (or the quotient obtained by dividing such number by the Split Ratio, if the Reverse Stock Split Proposal is approved and implemented) ("Proposal Three"); |
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4. |
To approve, in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in theProxy Statement ("Proposal Four"); |
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5. |
To ratify the appointment of WithumSmith+Brown PC as the Company’s independent auditors for the year ending December 31, 2025 ("Proposal Five"); |
| 6. |
To approve, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of up to 10,500,000 shares of common stock upon the exercise of a common stock purchase warrant (the "Inducement Warrant") issued by the Company pursuant to a warrant inducement agreement dated March 17, 2025 ("Proposal Six"); and |
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7. |
To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof. |
These items of business are more fully described in the Proxy Statement accompanying this Notice. This Notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information. You should access and review all proxy materials before voting.
To enable easier access by our stockholders, the Meeting will be a completely virtual meeting conducted via webcast. You will be able to participate in the Meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/EKSO2025. To participate in the Meeting, you must have your 16-digit control number that is shown on your proxy card or voting instruction form, as applicable.
If you access the Meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate. You should log on to the meeting site at least 15minutes prior to the start of the Meeting to provide time to register and download the required software, if needed.
The Board of Directors of the Company has fixed the close of business on March 18, 2025 (the "Record Date") as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof.
For purposes of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six, the holders of shares of our common stock outstanding as of the Record Date will be asked to consider and vote on such proposals. In order to satisfy Nasdaq Listing Rule 5635, we will not treat Proposal Six as having passed unless it is approved by a majority of the votes cast by the holders of common stock, excluding shares of our common stock acquired upon the exercise of our Series A Warrants and Series B Warrants that were held by the holder of the Inducement Warrant, outstanding as of the Record Date.
On or about April 10, 2025, we will mail to our stockholders of record as of the Record Date our proxy materials and annual report, both of which are also available at www.proxyvote.com.
Your vote is important. Whether or not you plan to attend the Meeting, please complete, date, sign and return the proxy card mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Stockholders who attend the virtual Meeting should follow instructions atwww.virtualshareholdermeeting.com/EKSO2025 to vote online during the Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the virtual Meeting, you must follow the instructions from that record holder. Please refer to the section entitled " Important Information About the Meeting - How Do I Vote?" on page 3 of the Proxy Statement for a description of how to vote in advance of the Meeting.
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By Order of the Board of Directors, /s/ Scott G. Davis |
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Scott G. Davis Chief Executive Officer and Director San Rafael, CA April 10, 2025 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2025: THE NOTICE OF MEETING AND PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR 2024ARE AVAILABLE ELECTRONICALLY AT WWW.PROXYVOTE.COM .
| Page | |
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APPENDIX A - AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN |
EKSO BIONICS HOLDINGS, INC.
101 Glacier Point, Suite A
San Rafael, California 94901
PROXY STATEMENT
2025Annual Meeting of Stockholders
To Be Held On May 16, 2025
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Ekso Bionics Holdings, Inc. (the "Board of Directors"), a Nevada corporation (the "Company"), for use at the 2025 Annual Meeting of Stockholders to be held virtually via webcast on May 16, 2025, at 9:00 a.m., PDT, and at any adjournment or postponement thereof (the "Meeting"). The Notice of Meeting, this Proxy Statement, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the "SEC") on March 3, 2025 (the "Annual Report"), and a form of proxy card ("Proxy Card") have been mailed to our stockholders of record as of March 18, 2025 (the "Record Date"). Unless the context otherwise requires, references to the "Company,""we,""us,"and "our"refer to Ekso Bionics Holdings, Inc.
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why am I receiving access to these proxy materials?
We are providing these proxy materials to you in connection with the solicitation by our Board of Directors of proxies to be voted at the Meeting to be held on May 16, 2025, at 9:00 a.m., PDT. To enable easier access by our stockholders, the Meetingwill be a completely virtual meeting conducted via webcast. You will be able to participate in the Meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/EKSO2025. You will need your 16-digit control number that is shown on your proxy card or voting instruction form, as applicable. As a stockholder of record or beneficial owner of shares of the Company at the close of business on the Record Date, you are invited to attend our Meeting and are entitled and requested to vote on the proposals described in this Proxy Statement. You are strongly encouraged to read this Proxy Statement and the Annual Report, which include information that you may find useful in determining how to vote.
What is the purpose of the Meeting?
At the Meeting, our stockholders will consider and vote upon the following matters:
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1. |
To elect five persons to our Board of Directors, to serve until the annual meeting of stockholders to be held in 2026and until their respective successors are elected and qualified, or until their earlier death, resignation or removal ("Proposal One"); |
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To authorize our Board of Directors to effect, in its discretion, a reverse stock split of the Company’s common stock, $0.001 par value per share ("common stock"), at a ratio of not less than 1-for-5 and not more than 1-for-15, with the exact ratio of any reverse stock split (the "Split Ratio") to be set within the above range as determined by our Board of Directors in its discretion, and without a corresponding reduction in the total number of authorized shares of common stock (the "Reverse Stock Split Proposal" or "Proposal Two"); |
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3. |
Toamend the Company's Amended and Restated 2014 Equity Incentive Plan (the "2014 Plan") to increase the total number of shares of common stock authorized for issuance pursuant to awards granted thereunder from 4,724,286 shares to 7,0 24,286 s hares (or the quotient obtained by dividing such number by the Split Ratio, if the Reverse Stock Split Proposal is approved and implemented) (the "2014 Plan Amendment Proposal" or "Proposal Three"); |
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To approve, in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in this Proxy Statement ("Proposal Four"); |
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To ratify the appointment of WithumSmith+Brown PC as ourindependent auditors for the year ending December 31, 2025 ("Proposal Five"); |
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To approve,for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of up to 10,500,000 shares of common stock upon the exercise of a common stock purchase warrant (the "Inducement Warrant") issued by the Company pursuant to a warrant inducement agreement (the "Inducement Agreement") dated March 17, 2025 ("Proposal Six"); and |
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To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof. |
Members of our Board of Directors and management and representatives of WithumSmith+Brown PC, our independent registered public accounting firm, will be present at the Meeting to respond to appropriate questions from stockholders.
Who is entitled to vote at the Meeting?
Only common stockholders as of the close of business on the Record Date are entitled to notice of and to vote at the Meeting. As of the Record Date, there were issued and outstanding and entitled to vote28,196,693shares of common stock, $0.001 par value per share.
For purposes of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six, the holders of shares of our common stock outstanding as of the Record Date will be asked to consider and vote on such proposals. In order to satisfy Nasdaq Listing Rule 5635, we will not treat Proposal Six as having passed unless it is approved by a majority of the votes cast by the holders of common stock, excluding shares of our common stock acquired upon the exercise of our Series A Warrants and Series B Warrants that were held by the holder of the Inducement Warrant (collectively, the "Inducement Investor Prior Warrants"), outstanding as of the Record Date.
What are the voting rights of the holders of common stock?
Each outstanding share of our common stock will be entitled to one vote on each of the proposals presented at the Meeting.
Who can attend the Meeting?
All of our stockholders as of the Record Date may attend the Meeting.
You will be able to participate in the Meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/EKSO2025 . To participate in the Meeting, you must have your 16-digit control number that is shown on your proxy card or voting instruction form, as applicable. If you access the Meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate. You should log on to the meeting site at least 15 minutes prior to the start of the Meeting to provide time to register and download the required software, if needed.
Can I find out who the stockholders are?
A list of stockholders will be available for examination by any stockholder, for any purpose germane to the Meeting, during ordinary business hours for 10 days prior to the Meeting at the office of the Secretary of the Company at the above address, and during the Meeting at www.virtualshareholdermeeting.com/EKSO2025 .
How many shares must be present to hold the Meeting?
A quorum must be present at the Meeting for any business to be conducted. Stockholders representing a majority of the shares of common stock issued and outstandingand entitled to vote at the Meeting will constitute a quorum. Proxies received but marked as abstentions or treated as broker non-votes will be included in the calculation of the number of shares considered to be present at the Meeting.
What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in "s treet name " ?
Stockholder of Record. If your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Meeting or vote by proxy as instructed below.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account by a bank, broker or other nominee (the record holder of your shares), then you are the beneficial owner of shares held in "street name."As the beneficial owner, you have the right to direct your record holder how to vote your shares of common stock, and the record holder is required to vote your shares of common stock in accordance with your instructions.
Stockholders of Record : If you are a registered stockholder of common stock, meaning that you hold your shares in certificate form or through an account with our transfer agent, VStock Transfer, LLC, you would have received the proxy materials directly from Broadridge Financial Solutions, Inc. ("Broadridge"). If you wish to vote prior to the Meeting, you may vote over the Internet, by telephone, by mail or electronically during the Meeting as follows:
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Over the Internet Before the Meeting. Go to the website of our tabulator, Broadridge, at www.proxyvote.com.Have yourProxy Card in handwhen you access the website and follow the instructions to vote your shares. You must submit your internet proxy before 11:59 p.m., Eastern Time, on May 15, 2025, the day before the Meeting, for your proxy to be valid and your vote to count. |
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By Telephone. Call the phone number on the Proxy Card. Have yourProxy Card in handwhen you call. You must submit your telephonic proxy before 11:59 p.m., Eastern Time, on May 15, 2025, the day before the Meeting, for your proxy to be valid and your vote to count. |
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By Mail. Complete and sign your proxy card and mail it to Broadridge in the postage prepaid envelope that will be provided to you to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Broadridge must receive the proxy card not later than May 15, 2025, the day before the Meeting, for your proxy to be valid and your vote to count. |
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Electronically During the Meeting. Vote electronically during the Meeting at www.virtualshareholdermeeting.com/EKSO2025 . |
Beneficial Owners of Shares Held in Street Name : If on the Record Date your shares are held in street name, the proxy materials arebeing forwarded to you by or on behalf of your bank, broker or other nominee. If you wish to vote prior to the Meeting, follow the instructions provided by your bank, broker or other nominee explaining how you can vote. Alternatively, you will be able to participate in the Meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/EKSO2025 and entering your 16-digit control number that is shown on your voting instruction form included in the proxy materials forwarded to you by or on behalf of your bank, broker or other nominee.
What if I do not specify how my shares are to be voted?
If you are the stockholder of record and you submit a proxy but do not provide any voting instructions, your shares will be voted in accordance with the recommendations of our Board of Directors. If you hold your shares in street name and do not instruct your bank or broker how to vote, it will nevertheless be entitled to vote your shares of common stock with respect to "routine" items, but not with respect to "non-routine" items.
Please note that at the Meeting, we believe that only the Reverse Stock Split Proposal (Proposal Two) and the proposal to ratify the appointment of our independent auditors (Proposal Five) will be considered "routine"items. Under applicable rules, banks and brokers are permitted to vote the shares held in their name for the account of a beneficial holder for "routine" matters, even if such bank or broker does not receive instructions from the beneficial holder. We will refer to these votes cast by banks and brokers without instruction from the relevant beneficial holder as "Broker Discretionary Votes". We believe that based on the policies of most banks and brokers, the majority of Broker Discretionary Votes will be cast in accordance with the recommendation of our Board of Directors, and therefore "FOR"Proposal Two and Proposal Five.
We believe that all other proposals will be considered "non-routine"items, and your broker will not have discretion to vote on these proposals. We will refer to these shares not voted by banks and brokers in absence of instructions from the relevant beneficial holder as "Broker Non-Votes."
It is therefore important that you provide instructions to your bank or broker so that your shares are voted accordingly.
Can I change my vote after I submit my proxy?
Yes, you can revoke your proxy at any time before the final vote at the Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of four ways:
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You may cast a new vote by telephone or over the internet. |
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You may submit another properly completed proxy with a later date. |
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You may remove a previously submitted vote online at www.proxyvote.com. |
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You may attend the Meeting virtually via webcast and vote electronically (although simply attending the Meeting will not, by itself, revoke your proxy). |
If your shares are held in street name, you should contact your bank, broker or other nominee to revoke your proxy or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the Meeting, you may change your vote by attending the Meeting and voting electronically.
How does the Board of Directors recommend I vote on the proposals?
Our Board of Directors recommends that you vote:
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FOR the election of each of the nominees for director (Proposal One); |
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FOR the Reverse Stock Split Proposal (Proposal Two); |
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FOR the 2014 Plan Amendment Proposal(Proposal Three); |
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FOR the approval of the compensation of our named executive officers (Proposal Four); |
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FOR the ratification of WithumSmith+Brown PC as our independent auditors for the year ending December 31, 2025 (Proposal Five); and |
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FOR the approval of,for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of up to 10,500,000 shares of common stock upon the exercise of the Inducement Warrant issued by the Company pursuant to the Inducement Agreement (Proposal Six). |
For a more detailed discussion of why you should vote "FOR" Proposal One, Proposal Two, Proposal Three, Proposal Four,Proposal Five, and Proposal Six,see "Proposal One – Election of Directors", "Proposal Two - Reverse Stock Split Proposal", Proposal Three –2014 Plan Amendment Proposal", "Proposal Four– Non-Binding, Advisory Vote to Approve Compensation of Named Executive Officers","Proposal Five– Ratification of Appointment of Independent Auditors", and "Proposal Six – Inducement Warrant Share Issuance Proposal", respectively.
Will any other business be conducted at the Meeting?
We know of no other business that will be presented at the Meeting. However, if any other matter properly comes before the stockholders for a vote at the Meeting, the proxy holders will vote your shares in accordance with their best judgment.
What votes are necessary to approve each of the proposals?
Proposal 1 - Election of Directors . The affirmative vote of a plurality of the votes cast by the holders of common stock is required to elect the nominees for director. If you vote "Withhold"with respect to one or more nominees, your shares will not be voted with respect to the person or persons indicated, although they will be counted for purposes of determining whether there is a quorum. Directions to "Withhold"and Broker Non-Votes will have no effect on the outcome of this proposal.
Proposal 2 - Reverse Stock Split Proposal. The affirmative vote of a majority of the votes cast by the holders of common stock is required to approve the Reverse Stock Split Proposal. Abstentions will have no effect on the outcome of this proposal. As this proposal is a "routine" item, if you hold your shares through a bank or a broker and you do not provide instructions to your bank or broker, we believe that your bank or broker will cast a Broker Discretionary Vote in favor of this proposal.
Proposal 3 – 2014 Plan Amendment Proposal . The affirmative vote of a majority of the votes cast by the holders of common stock is required to approve the 2014 Plan Amendment Proposal. Abstentions and Broker Non-Votes will have no effect on the outcome of this proposal.
Proposal 4 – Non-Binding, Advisory Vote to Approve Compensation of Named Executive Officers . Proposal Fouris a non-binding, advisory vote; however, the Compensation Committee of our Board of Directors will consider the voting results on this proposal. The affirmative vote of a majority of the votes cast by the holders of common stock is required to approve the compensation of our named executive officers. Abstentions and Broker Non-Votes will have no effect on the outcome of this proposal.
Proposal 5- Ratification of Appointment of WithumSmith+Brown PC. The affirmative vote of a majority of the votes cast by the holders of common stock is required to ratify the appointment of WithumSmith+Brown PC as our independent auditors for the year ending December 31, 2025. Abstentions will have no effect on the outcome of this proposal. As this proposal is a "routine"item, if you hold your shares through a bank or a broker and you do not provide instructions to your bank or broker, we believe that your bank or broker will cast a Broker Discretionary Vote in favor of this proposal.
Proposal 6 – The Inducement Warrant Share Issuance Proposal. The affirmative vote of a majority of the votes cast by the holders of common stock is required to approve the Inducement Warrant Share Issuance Proposal. In order to satisfy Nasdaq Listing Rule 5635, we will not treat the Inducement Warrant Share Issuance Proposal as having passed unless it is approved by a majority of the votes cast by the holders of common stock, excluding shares of our common stock acquired upon the exercise of the Inducement Investor Prior Warrants, outstanding as of the Record Date. Abstentions and Broker Non-Votes will have no effect on the outcome of this proposal.
What happens if a nominee is unable to stand for election?
If a nominee is unable to stand for election, our Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have voted "Withhold" with respect to the original nominee.
All costs of solicitations of proxies will be borne by us. We have engaged Morrow Sodali Global LLC to assist in the solicitation of proxies from stockholders for a fee of approximately $10,000. In addition to these proxy materials, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, telecopy, e-mail, personal interviews, and other means. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their out-of-pocket expenses in connection therewith.
Deadline for Submission of Stockholder Proposals for Next Year ’ s Annual Meeting
Pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), some stockholder proposals may be eligible for inclusion in the proxy statement for our next annual meeting of stockholders. For a proposal of a stockholder to be considered for inclusion in next year’s proxy statement, it must be received by our Corporate Secretary in writing at our principal offices, Ekso Bionics Holdings, Inc., 101 Glacier Point, Suite A, San Rafael, California 94901, Attention: Corporate Secretary, no later than December 11,2025. However, if our next annual meeting of stockholders is called for a date that is not within 30 days before or after the anniversary date of the Meeting, the deadlines for stockholders to submit proposals and nominations of directors as set forth above will change. In such a case, we will publish revised deadlines in a Current Report on Form 8-K that we expect to file within four business days after our Board of Directors determines the 2026annual meeting date.
Pursuant to Rule 14a-19 promulgated under the Exchange Act, if you intend to solicit proxies in support of director nominees other than the Company’s nominees, then we must receive notice providing the information required by Rule 14a-19 postmarked no later than March 17, 2026. However, if the date of next year’s annual meeting is more than 30 days before orafter May 16, 2026, then we must receive your notice by the close of business on the later of the sixtieth (60th) day prior to such meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made, and you must comply with the applicable requirements in our By-Laws described below.
Under our By-Laws, if a stockholder wishes to present a proposal or wants to nominate candidates for election as directors at our next annual meeting of stockholders, such stockholder must give written notice to the Corporate Secretary of the Company at our principal executive offices at the address noted above. The Secretary must receive such notice not earlier than January 16, 2026and not later than February 15, 2026; provided, however, that in the event that the next annual meeting of stockholders is called for a date that is not within 30 days before or after the anniversary date of the Meeting, notice must be received by the Corporate Secretary not earlier than 120 days prior to the next annual meeting of stockholders and not later than the close of business on the 10 th day following the day on which notice of the date of the next annual meeting of stockholders was mailed or public disclosure of the date of the next annual meeting of stockholders was made, whichever first occurs. The proxies to be solicited by our Board of Directors for the 2026annual meeting will confer discretionary authority on the proxy holders to vote on any untimely stockholder proposal presented at such annual meeting.
Our By-Laws also specify requirements as to the form and content of a stockholder’s notice. We will not entertain any proposals or nominations that do not meet those requirements.
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the SEC, our directors and certain of our officers may be deemed to be "participants" in the solicitation of proxies by our Board of Directors in connection with the Meeting.
A copy of the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC, excluding exhibits, is being made available concurrently with this Proxy Statement and will also be available without charge to any stockholder upon written request to the Company, 101 Glacier Point, Suite A, San Rafael, California 94901, Attention: Corporate Secretary. Exhibits will be provided upon written request and payment of an appropriate processing fee.
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
Some banks, brokers and other nominee record holders may be participating in the practice of "householding" the proxy materials. This means that only one copy of the proxy materials may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of this Proxy Statement, the Annual Report and a form of Proxy Card to you if you call or write us at the following address or phone number: 101 Glacier Point, Suite A, San Rafael, California 94901, (510) 984-1761. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone number.
Background of Directors and Executive Officers
Set forth below are the name and age as of March 18, 2025of each of our current directorsand executive officers, the positions held by each current director and executive officer with us, his or her principal occupation and business experience during the last five years, and the year of the commencement of his or her term as a director or executive officer. Additionally, for each current director standing for re-election, included below is information regarding the specific experience, qualifications, attributes and skills that contributed to the decision by our Board of Directors to nominate him or her for election as a director and the names of other publicly held companies of which he or she serves or has served as a director in the previous five years.
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Executive officers are appointed by our Board of Directors and serve at its pleasure. There is no family relationship between any of our directors, director nominees or executive officers. No person was selected as a director pursuant to any arrangement or understanding.
| Name | Age | Position | ||
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Directors |
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Scott G. Davis |
55 |
Chief Executive Officer and Director |
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Mary Ann Cloyd |
70 |
Director |
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Corinna Lathan, Ph.D. |
57 |
Director |
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Charles Li, Ph.D. |
40 |
Director |
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Deborah LaferScher |
66 |
Director |
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Executive Officers (who are not also directors) |
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Jerome Wong |
51 | Chief Financial Officer and Corporate Secretary | ||
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Jason C. Jones |
53 |
Chief OperatingOfficer |
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Directors
Scott G. Davis is our Chief Executive Officer and has served as our Chief Executive Officer and a member of our Board of Directors since December 2022 and previously served as our President and Chief Operating Officer from January 2022 through December 2022 after first serving as Executive Vice President of Strategy and Corporate Development from April 2021 through January 2022. Mr. Davis has more than two decades of worldwide leadership success in fast growing high-tech companies. Prior to joining the Company, from December 2018 through March 2021, Mr. Davis served as Chief Executive Officer of Globalmatix, Inc., a disruptive Internet of Things connected telematics solution provider, and from January 2017 through December 2018, he served as Senior Vice President of Strategy for GetWireless, LLC, a telecommunications equipment provider. From 2015 through 2020, he provided C-level consulting services assisting on scalability, process improvement, business development, MA support and go-to-market strategy as President of SGD Executive Services LLC. From 2007 through 2015, Mr. Davis served as Vice President of Global Sales Enterprise Solutions for Sierra Wireless, Inc. (Nasdaq: SWIR). Mr. Davis has a B.S. in Business Administration from Bloomsburg University. Our Board of Directors has concluded that Mr. Davis is well-qualified to serve on our Board of Directors because of many years of executive leadership experience and his extensive operational and sales background.
Mary Ann Cloyd is a member of our Board of Directors and serves as the Chair of the Audit Committee and as a member of the Nominating and Governance Committee of our Board of Directors. She has served on our Board of Directors since January 2021. From 1990 until her retirement in June 2015, Ms. Cloyd was a partner with PricewaterhouseCoopers LLP, a global accounting and consulting firm. During her 25 years as a partner at PwC, Ms. Cloyd served in multiple leadership positions. For example, from 2012 until her retirement, Ms. Cloyd led PwC’s Center for Board Governance. Ms. Cloyd is a retired Certified Public Accountant. Ms. Cloyd served as a director of Bellerophon Therapeutics, Inc. (Nasdaq: BLPH), a publicly traded clinical-stage biotherapeutics company, fromFebruary 2016 through March 1, 2024. Since April 2018, she has served as a director of NCMIC Group, Inc., a private mutual insurance and financial services company. Since May 2019, she has served on the board of Fresh Del Monte Produce, Inc. (NYSE: FDP), one of the world’s leading producers, marketers and distributors of high-quality and fresh-cut fruits and vegetables and related fruit products. From March 2021 until December 2022, Ms. Cloyd served on the board of directors of Angel Pond Holdings Corporation (NYSE: POND), a special purpose acquisition company. Between 2004 and 2013, Ms. Cloyd served on both PwC’s Global and U.S. Boards of Partners and Principals. Ms. Cloyd is on the board of directors of the Caltech Associates, the Advisory Board of the UCLA Iris Cantor Women’s Health Center, and the Geffen Playhouse, where she is Vice Chair. Our Board of Directors has concluded that Ms. Cloyd is well-qualified to serve on our Board of Directors because of her 39 years of public accounting and advisory experience, significant experience in corporate governance matters and experience in risk management and oversight.
Corinna Lathan, Ph. D. is a member of our Board of Directors and serves as the Chair of the Nominating and Governance Committee and as a member of the Audit Committeeof our Board of Directors. She has served on our Board of Directors since December 2021. Dr. Lathan has over 20 years of experience as a leader and technology innovator with deep expertise in human- technology interfaces for robotics and mobile technology platforms. She co-founded AnthroTronix, a biomedical engineering research and development company that creates diverse products in robotics, digital health, wearable technology, and augmented reality, which she led as Board Chair and CEO until June 2022. She currently serves on the board of directors of PTC, Inc. (Nasdaq: PTC), a global technology provider of Internet of Things and Augmented Reality platforms, and is a member of its Audit and Governance Committees, and is Chair of the Cybersecurity Committee. Since January 2025, she has served as a director of Engineers Without Borders USA, a nonprofit humanitarian organization.She served as the CEO of De Oro Devices, a health technology business, fromDecember 2023 to March 2025. In addition, Dr. Lathan previously served as Associate Professor of Biomedical Engineering at The Catholic University of America and as Adjunct Professor of Aerospace Engineering at the University of Maryland, College Park. Dr. Lathan holds a Bachelor’s degree in Biopsychology and Mathematics from Swarthmore College, a Master’s degree in Aeronautics and Astronautics and a Ph.D. in Neuroscience from the Massachusetts Institute of Technology. Our Board of Directors has concluded that Dr. Lathan is well-qualified to serve on our Board of Directors because of her more than 20 years of leadership experience as a technology innovator and her significant experience in corporate governance matters and risk management.
Charles Li, Ph.D. is a member of our Board of Directors and servesas the Chair of the Compensation Committee and as a member of the Audit Committee of our Board of Directors. He has served on our Board of Directors since March 2018. Dr. Li has served as the Chief Business Officer of Angel Pharmaceuticals since October 2020 and in addition has been a senior analyst at Puissance Capital since 2015, with involvement in many of Puissance Capital’s investments. Prior to joining Puissance Capital, Dr. Li worked as a Research Assistant at Harvard University from 2011 to 2015. Dr. Li also worked as an analyst at Fosun Capital in 2009 and at Harvest Fund in 2010. Dr. Li received his Ph.D. from the John A. Paulson School of Engineering and Applied Sciences from Harvard University, and a B.S. and B.A. from Xi’an Jiaotong University in Xi’an, China. Our Board of Directors has concluded that Dr. Li’s extensive experience with technology-related companies and his financial and business experience qualify him to serve as a director.
Deborah Lafer Scher isa member of our Board of Directors and serves as a member of the CompensationCommittee and the Nominating and Governance Committee of our Board of Directors. She has served on our Board of Directors since June 2024. Ms. Scher has served as Senior Advisor at the Milken Institute, a healthcare and economic think tank since October 2022. From January 2018 to June 2021, Ms. Scher served as the Executive Advisor to the Secretary of the U.S. Department of Veterans Affairs. From 2015 to 2017, she served as Operating Partner and Strategic Business Development Officer at Fitzroy Health, LLC, an investment firm. Prior to that, Ms. Scher served as Chief Operating Officer and Strategic Advisor to the Founder at Novel Ingredient Services from 2011 to 2014, and as Chief Strategy and Operating Officer at Weill Cornell Medical College Department of Medicine from 2009 to 2011. Ms. Scher is on the board of directors of EnableComp LLC, a claims processor for healthcare providers and health systems, and on the advisory board of Joyance Funds, a fund targeting investments in information technology and life sciences sectors. Ms. Scher holds a Bachelor of Arts from Haverford College and a Master of Business Administration from Columbia University. Our Board of Directors has concluded that Ms. Scher is well-qualified to serve on our Board of Directors because of her extensive healthcare experiencewith the U.S. Department of Veterans Affairs and other healthcare regulatory matters.
Executive Officers (Who are not also Directors)
Jerome Wong has served as our Chief Financial Officer and Corporate Secretary since October 2022, prior to which he served as our Controller starting in May 2017, bringing25years of experience in finance, accounting and strategy to this role focusing on high technology and life sciences in public companies. Previously, Mr. Wong worked from 2009 through 2016 as a corporate controller or assistant corporate controller in companies including ABM Industries, Inc. from July 2006 through September 2008, XOMA Corporation from July 2009 through October 2014, and Pattern Energy Group Inc. from October 2014 to December 2015. Mr. Wong is a Canadian Chartered Professional Accountant and has a B.A. in Finance and Accounting from The University of British Columbia.
Jason C. Jones is our Chief Operating Officer and has served as our Chief Operating Officer since January 2023 and, prior to that, served as our Vice President of Product Development starting in October 2018. Mr. Jones brings over 20 years of experience in product development, operations, and finance in a wide range of industries. Since October 2018, Mr. Jones has led our Engineering and Product Management groups with an emphasis on extending our market leading position in both medical and industrial markets. Prior to joining us, from November 2011 to November 2018, Mr. Jones served as Founder and Principal at Berkeley Renewables LLC, a contract product development consulting firm focused on novel monitoring and control systems primarily for the solar industry. In July 2007, Mr. Jones co-founded, operated, and ultimately sold Tilt Solar LLC, a startup that developed technology and equipment for the solar industry. As a result of the Tilt Solar sale to SunPower Corporation (Nasdaq: SPWR) in April 2009, Mr. Jones served as Product Line Manager for Utilities at SunPower Corporation until October 2010. From 2004 to 2013, Mr. Jones also spent a total of five years working as an Equity Research Analyst in the technology sector at multiple investment banks, including Bank of America (NYSE: BAC) and Citadel Securities (ASX: CGL). In his early career, Mr. Jones worked as a Systems Engineer in industrial automation and robotics. Mr. Jones holds a Bachelor of Science degree in Mechanical Engineering from the University of California, Berkeley, a Master of Science degree in Mechanical Engineering from the University of California, Berkeley, and a Master of Business Administration, with an emphasis on finance and entrepreneurship, from the Haas School of Business at the University of California, Berkeley.
Board Committees
Our Board of Directors has established a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. Each Committee operates under a charter that has been approved by our Board of Directors. Current copies of the charters of the Audit, Compensation, and Nominating and Governance Committees are posted in the Governance section of our website at www.ir.eksobionics.com .
Audit Committee
The Audit Committee’s responsibilities include:
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appointing, evaluating, retaining, approving the compensation of, and assessing the independence of our independent auditor; |
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overseeing the work of our independent auditor, including through the receipt and consideration of certain reports from the independent auditor; |
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reviewing and discussing with management and the independent auditors our annual and quarterly financial statements and related disclosures; |
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monitoring our internal control over financial reporting, disclosure controls and procedures and the code of business conduct; |
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discussing our risk management policies; |
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establishing procedures for the receipt and retention of accounting related complaints and concerns; |
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developing and reviewing policies and procedures for reviewing and approving or ratifying related person transactions; |
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meeting independently with our internal audit staff, if any, independent auditors and management; |
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preparing the Audit Committee Report required by SEC rules (which is included on page 24of this Proxy Statement); and |
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overseeing and reviewing the Company’s cybersecurity, privacy and other information technology risks. |
The members of our Audit Committee are Ms. Cloyd (Chair), Dr. Lathanand Dr. Li. Our Board of Directors has determined that all members of the Audit Committee are independent, as determined under Rule 10A-3 promulgated under the Exchange Act and as independence for audit committee members is defined by the Nasdaq Marketplace Rules. Our Board of Directors has determined that each of Ms. Cloyd and Dr. Li is an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K. The Audit Committee met four times during 2024.
Compensation Committee
The Compensation Committee’s responsibilities include:
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reviewing and approving (or, when the Compensation Committee deems it appropriate, recommending for approval by our Board of Directors) the compensation of our executive officers, including the Chief Executive Officer and our other executive officers; |
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reviewing and making recommendations to our Board of Directors with respect to incentive- compensation and equity-based plans that are subject to Board approval; |
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approving tax-qualified, non-discriminatory employee benefit plans (and parallel nonqualified plans) for which stockholder approval is not sought and pursuant to which options or stock may be acquired by our officers, directors, employees or consultants; |
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reviewing and making recommendations to our Board of Directors with respect to director compensation; |
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reviewing and approving (or, when the Compensation Committee deems it appropriate, recommending for approval by our Board of Directors), the creation or revision of any clawback policy on the recoupment of incentive compensation; and |
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overseeing and administering our equity incentive plans. |
Nominating and Governance Committee
The Nominating and Governance Committee’s responsibilities include:
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identifying individuals qualified to become Board members; |
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recommending to our Board of Directors the persons to be nominated for election as directors and to each of the committees of our Board of Directors; |
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monitoring issues and developments related to matters of corporate governance; and |
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recommending to our Board of Directors, where appropriate, changes in corporate governance principles and practices. |
The members of our Nominating and Governance Committee are Dr. Lathan(Chair), Ms. Cloyd and Ms. Scher.Our Board of Directors has determined that all members of our Nominating and Governance Committeeare independent as defined under the Nasdaq Marketplace Rules. The Nominating and Governance Committee met one timeduring 2024.
Director Nominations
The process followed by the Nominating and Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, evaluation of the performance of any existing directors on our Board of Directors being considered for nomination, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Governance Committee and our Board of Directors.
In considering whether to recommend any particular candidates for inclusion in the slate of director nominees recommended by our Board of Directors, the Nominating and Governance Committee will apply the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, lack of conflicts of interest and the ability to act in the interests of all stockholders.The Nominating and GovernanceCommittee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant breadth of experience, knowledge and abilities that will allow our Board of Directors to fulfill its responsibilities.
Each of our director nomineesbrings significant expertise to the role of director. Below is a summary of the qualifications of each of our director nominees.
