UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
Washington,
D.C.
20549
__________________________
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.
)
Filed by the Registrant
x
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)) | ||||
| x | Definitive Proxy Statement | ||||
| ¨ | Definitive Additional Materials | ||||
| ¨ | Soliciting Material under § 240.14a-12 | ||||
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required | ||||
| ¨ | Fee paid previously with preliminary materials | ||||
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | ||||
6272 W. 91
ST
Ave
Westminster, CO 80031
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 12, 2025
Dear Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of TriSalus Life Sciences, Inc., a Delaware Corporation (the “Company”). The meeting will be held on Thursday, June 12, 2025, at 9:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting of stockholders,
which will be conducted only via a live audio webca
st. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting https://www.virtualshareholdermeeting.com/TLSI2025.
A complete list of record stockholders will be available for examination on a reasonably accessible electronic network by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting date. If you would like to view the list, please email us at
investor.relations@trislauslifesci.com
.
The meeting will be held for the following purposes:
1.
To elect the Board’s two nominees for director named as nominees in this Proxy Statement to hold office until the 2028 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation, or removal.
2.
To ratify the appointment by the Audit Committee of the Board of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
3.
To conduct any other business properly brought before the meeting.
These items of business are more fully described in the Proxy Statement accompanying these proxy materials.
The Annual Meeting will be held virtually through a live audio webcast. Stockholders of record at the close of business on April 17, 2025, and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live audio webcast by visiting https://www.virtualshareholdermeeting.com/TLSI2025
and entering the control number included in your proxy card, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 8:45 a.m. Eastern Time, on Thursday, June 12, 2025.
Only stockholders of record at the close of business on April 17, 2025, and their proxy holders may vote at the meeting or any adjournment thereof.
|
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Thursday, June 12, 2025, at 9:00 a.m. Eastern Time at https://www.virtualshareholdermeeting.com/TLSI2025.
The proxy statement and annual report to stockholders are available at
https://www.virtualshareholdermeeting.com/TLSI2025.
|
||
By Order of the Board of Directors
| /s/ James Young | ||
| James Young | ||
| Chief Financial Officer | ||
| Westminster, CO | ||
|
April 30, 2025
|
||
| You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please vote using the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the enclosed proxy, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the meeting. | ||
TRISALUS LIFE SCIENCES, INC.
6272 W. 91
ST
Ave
Westminster, CO 80031
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2025
MEETING AGENDA
| Proposals | Voting Standard | Board Recommendation | ||||||
|
1.
Election of directors named in this Proxy Statement
|
Plurality of the votes cast | FOR each nominee | ||||||
|
2.
Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
|
Majority of the votes cast | FOR | ||||||
|
Hedging
Policy
|
|||||
|
EQUITY COMPENSATION PLAN INFORMATION
....................................................................................................
|
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why am I receiving these materials?
We have sent you these proxy materials because the Board of Directors (the “Board”) of TriSalus Life Sciences, Inc. (sometimes referred to as the “Company” or “TriSalus”) is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting. You are invited to attend the annual meeting online to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete and return the enclosed proxy card or follow the instructions below to submit your proxy over the phone or through the internet.
We intend to first mail these proxy materials to all stockholders of record entitled to vote at the annual meeting on or about May 12, 2025.
How do I attend the Annual Meeting?
This year’s Annual Meeting will be a virtual meeting, which will be conducted entirely online via audio webcast to allow greater participation. You may attend, vote and ask questions at the Annual Meeting by following the instructions provided on the proxy card or voting instruction form to log in to https://www.virtualshareholdermeeting.com/TLSI2025. If you are a stockholder of record, you will be asked to provide the control number from your proxy card. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the instructions from your broker or bank.
The audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow a reasonable time for the check-in procedures.
You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on April 17, 2025, the record date, or hold a valid proxy for the meeting. To be admitted to the Annual Meeting, you will need to visit https://www.virtualshareholdermeeting.com/TLSI2025 and enter the Control Number found next to the label “Control Number” on your proxy card or voting instruction form, or in the email sending you the Proxy Statement. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your control number/ proxy to vote.
Whether or not you participate in the Annual Meeting, it is important that you vote your shares.
What if I cannot find my Control Number?
Please note that if you do not have your Control Number and you are a registered stockholder, you will be able to login as a guest. To view the meeting webcast visit https://www.virtualshareholdermeeting.com/TLSI2025 and
register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions during the meeting.
If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.
Where can we get technical assistance if we are having trouble accessing the meeting or during the Annual Meeting?
If you have difficulty accessing the meeting or during the meeting, please refer to the technical support telephone number posted on the virtual meeting website login page, where technicians will be available to help you.
How do we ask questions from the management and the Board for the Annual Meeting?
Stockholders may submit questions relevant to the proposals to be voted on at the Annual Meeting up to 15 minutes before and during the Annual Meeting through https://www.virtualshareholdermeeting.com/TLSI2025. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.
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Questions that are not relevant to the proposals to be voted on at the Annual Meeting will not be responded to. Questions may be submitted during the Annual Meeting through https://www.virtualshareholdermeeting.com/TLSI2025.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on April 17, 2025, will be entitled to vote at the Annual Meeting.
Stockholder of Record: Shares Registered in Your Name
If on April 17, 2025, your shares were registered directly in your name at TriSalus’s transfer agent, Continental Stock Transfer Trust, then you are a stockholder of record. As a stockholder of record, you may vote online at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy through the internet to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on April 17, 2025, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name,” and these proxy materials should be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You must follow the instructions provided by your brokerage firm, bank, or other similar organization for your bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with a control number via email or on your proxy card or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by your broker, bank or other stockholder of record. If you did not receive a control number via email or on your proxy card or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain a valid legal proxy. Many brokers, banks and other stockholders of record allow a beneficial owner to obtain a valid legal proxy either online or by mail, and we recommend that you contact your broker, bank or other stockholder of record to do so.
What am I voting on?
There are two matters scheduled for a vote:
•
To elect the Board’s two nominees for director named as nominees in this Proxy Statement to serve until the 2028 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation, or removal. (Proposal 1).
•
To ratify the appointment by the Audit Committee of the Board of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. (Proposal 2).
What if another matter is properly brought before the meeting?
The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote for all proxies in accordance with their best judgment. The proxy card provides the discretionary authority for them to do so.
How do I vote?
For Proposal 1, you may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee to the Board that you specify. For the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.
The procedures for voting are fairly simple:
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Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the Annual Meeting, vote by proxy using the enclosed proxy card or through the internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote at the Annual Meeting even if you have already voted by proxy. This is only required if you want to change your original vote, since votes will not be double-counted.
| By Internet | By Mail | During the Meeting | ||||||
|
You may vote your shares from any location in the world at
www.proxyvote.com
(you will need the control number printed on your proxy card)
|
If you received a proxy card by mail, you may vote by completing, dating and signing the proxy card and promptly mailing it in the postage-paid envelope provided. |
To vote at the meeting, visit
https://
www.virtualshareholdermeeting.com/TLSI2025 (you will need the control number printed on your proxy registration confirmation email)
|
||||||
Internet voting facilities for stockholders of record will be available for 24 hours a day and will close at 11:59 p.m. Eastern Standard Time on June 12, 2025.
If you are a stockholder of record and do not vote by completing your proxy card, through the internet
or online at the Annual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of both nominees for director and, “For” the ratification of the appointment by the Audit Committee of the Board of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using that individual’s best judgment.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instructions form with these proxy materials from that organization rather than from TriSalus. You must follow these instructions for your bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with a control number via email or on your proxy card or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by your broker, bank or other stockholder of record. If you did not receive a control number via email or on your proxy card or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain your control number. Many brokers and other stockholders of record allow a beneficial owner to obtain their control number either online or by mail, and we recommend that you contact your broker, bank, or other stockholder of record to do so.
| Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. | ||
How many votes do I have?
Each share of common stock you ow
ned as of April 17, 2025, is entitled to one vote, and each share of Series A convertible preferred stock you owned as of April 17, 2025, is enti
tled to 1.07 votes.
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If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote by completing your proxy card, through the internet or online at the Annual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of both nominees for director, and “For” the ratification of the appointment by the Audit Committee of the Board of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using that individual’s best judgment.
If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?
If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers, banks and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine,” but not with respect to “non-routine” matters. In this regard, Proposal 1 is considered to be “non-routine,” meaning that your broker may not vote your shares on Proposal 1 in the absence of your voting instructions. Proposal 2 is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.
If you are
a beneficial owner of shares held in street name
, and you do not plan to virtually attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you
must
provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine,” the broker, bank or other such agent cannot vote the shares. When there is at least one “routine” matter that the broker, bank or other securities intermediary votes on, the shares that are un-voted on “non-routine” matters are counted as “broker non-votes.” Proposal 2 is a “routine” matter, and we therefore expect brokers, banks or other securities intermediaries to vote on that proposal. Proposal 1 is considered to be “non-routine” and we therefore expect broker non-votes to exist in connection with that proposal.
As a reminder, if you are
a beneficial owner of shares held in street name
, in order to ensure your shares are voted in the way you would prefer, you
must
provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
Who is paying for this proxy solicitation?
TriSalus Life Sciences, Inc. will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by email, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one set of proxy materials?
If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards in the proxy materials to ensure that all of your shares are voted.
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Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
•
You may submit another properly completed proxy card with a later date.
•
You may grant a subsequent proxy through the internet.
•
You may send a timely written notice that you are revoking your proxy to TriSalus’s contact at the company's principal executive offices at 6272 W. 91
st
Ave., Westminster, CO 80031. Such notice will be considered timely if it is received at the indicated address by the close of business on the business day one week preceding the date of the Annual Meeting.
•
You may virtually attend the Annual Meeting and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
Your most current proxy card or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.
What vote is required for adoption or approval of each proposal and how will votes be counted?
|
Proposal
Number |
Proposal
Description |
Vote Required
for Approval |
Voting Options |
Effect of
Abstentions |
Effect of
Broker Non-Votes |
Board
Recommendation |
||||||||||||||
| 1 | Election of Directors named in this Proxy Statement | Nominees receiving the most "For" votes from the shares present virtually or represented by proxy and entitled to vote on the matter; "Withhold" votes will have no effect. | FOR or WITHHOLD | Not Applicable | No Effect | FOR EACH | ||||||||||||||
| 2 | Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 | "For" votes from a majority of shares present virtually or represented by proxy and entitled to vote affirmatively or negatively | FOR, AGAINST or ABSTAIN | No Effect | Not Applicable | FOR | ||||||||||||||
Who will count the vote?
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.
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What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote at the Annual Meeting are present in person or represented by proxy. On April 17, 2025, the aggregate voting power of the outstanding shares entitled to vote at the Annual Meeting was 36,180,828 votes, which consists of 32,335,246 shares of common stock with one vote per share and 3,594,002 shares of Series A convertible preferred stock with 1.07 votes per share.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or the holders of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy and entitled to vote may adjourn the Annual Meeting to another date.
How can I find out the voting results at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
What proxy materials are available on the internet?
The letter to stockholders, proxy statement, Form 10-K and annual report to stockholders are available at
https://www.virtualshareholdermeeting.com/TLSI2025
.
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PROPOSAL 1:
ELECTION OF DIRECTORS
Under our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Amended and Restated Bylaws (the "Bylaws"), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class II director has a term that expires at this Annual Meeting, each Class III director has a term that expires at the Company’s 2026 annual meeting of stockholders and each Class I director has a term that expires at the Company’s 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal.
The board currently has nine members. There are three directors in the class whose term of office expires at this Annual Meeting, two of whom are standing for re-election at the Annual Meeting: Mats Wahl
ström
and David J. Matlin. The third Class II director, Andrew C. von Eschenbach, is not standing for re-election at the Annual Meeting and his term of office will expire following the Annual Meeting. Accordingly, following the Annual Meeting, the Board of Directors will consist of eight members. The two nominees for Class II director were nominated for re-election to the Board of Directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board of Directors. If elected at the Annual Meeting, each of these nominees for director would serve for the three-year term until our 2028 annual meeting of stockholders, or until their earlier death, resignation or removal. We expect that, following the conclusion of the Annual Meeting, the authorized size of the Board of Directors will be reduced to eight members. Proxies cannot be voted for a greater number of persons than the number of nominees named in the proxy statement.
We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.
Nominees for Election to the Board of Directors
Our Board of Directors
The biographies of each of our nominees for election to the Board as Class II directors, and all other directors, are set forth below, including the offices held, other business directorships, and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
All of the Company’s incumbent directors have been elected by our stockholders, other than William Valle and Dr. Gary Gordon, who were appointed by our Board on January 29 2025. Our Board, upon the recommendation of the Nominating and Corporate Governance Committee, approved Mr. Valle and Dr. Gordon as directors in recognition of their extensive experience in the healthcare industry and knowledge regarding the drug development process.
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Director Biographies
Class II Directors Nominees for Election at the Annual Meeting
MATS WAHLSTRÖM
Chairman of the Board
|
Director Since: 2017
Age: 70
|
Committee Memberships:
Nominating and Corporate Governance Committee
|
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|
Mr. Wahlström has served as Chairman of the board of directors since August 2023. He also served as chairman of the board of directors of Legacy TriSalus from January 2017 until August 2023. Mats has also served as the Co-Chairman of HW Investment Partners, LLC since July 2016 and as Partner and Executive Chairman of KMG Capital Partners, LLC since April 2012, both investment funds focused on investments in the healthcare industry.
In addition, Mr. Wahlström has served as the Chairman of the board of directors of Triomed AB since October 2016, as the lead independent director of Coherus Biosciences, Inc., a public biotech company, since January 2012, as Chairman of Caduceus Medical Holdings, Inc. since August 2010 and as Chief Executive Officer and Chairman of Leonard Capital since July 2010. Mr. Wahlström has served on the boards of directors of Alteco Medical AB since October 2012, Circuit Clinical Solutions, Inc. since July 2016. He served as a director of Health Grades, Inc. a Nasdaq-listed healthcare ratings company, from March 2009 through its sale to a private equity firm in October 2010, as a director of Getinge AB, a Swedish Stock Exchange-listed medical device company, from March 2012 to March 2017, and as a director of Zynex Inc. an over- the-counter medical device manufacturer, from October 2010 through January 2014. From January 2004 to December 2009, Mr. Wahlström served as co-CEO of Fresenius Medical Care North America and a member of the management board at Fresenius Medical Care AG Co. KGaA. From November 2002 to December 2009, Mr. Wahlström served as President and Chief Executive Officer of Fresenius Medical Services. Prior to that, Mr. Wahlström held various positions at Gambro AB from January 1983 to February 2000, including President of Gambro North America and Chief Executive Officer of Gambro Healthcare Inc. as well as Chief Financial Officer of the Gambro Group. Mr. Wahlström has a B.S. degree in Economics and Business Administration from the University of Lund, Sweden.
We believe Mr. Wahlström is qualified to serve on the Board based on his extensive management and director experience in the life sciences and healthcare sectors
|
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DAVID J. MATLIN
Director
|
Director Since: 2023
Age: 64
|
Committee Memberships:
Audit Committee Chair
Nominating and Corporate Governance Committee
|
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|
Mr. Matlin has been a member of our Board since August 2023. Mr. Matlin previously served as the Chief Financial Officer of MTAC, where he was also a director since September 2020. Mr. Matlin was also the co-founder and Chief Executive Officer of MatlinPatterson Global Advisers LLC (“MatlinPatterson”), a distressed securities investment manager, which he co-founded in July 2002, through 2021. Mr. Matlin was also Chief Executive Officer of MatlinPatterson Asset Management L.P. and its operating joint venture affiliates that managed non- distressed credit strategies, from 2015 to 2018. In 2017, MatlinPatterson began winding down its investment activities and its various funds began to return the investment proceeds to their respective investors. In conjunction with this wind-down process and to protect their investors from foreign litigation, two of the MatlinPatterson funds (Matlin Global Opportunities Partners II L.P. and Matlin Global Opportunities Partners (Cayman) II L.P.) that had been unable to settle foreign litigation, filed, along with MatlinPatterson, voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in July 2021.
Prior to forming MatlinPatterson, Mr. Matlin was a Managing Director at Credit Suisse, and headed their Global Distressed Securities Group upon its inception in 1994. Mr. Matlin was also a Managing Director and a founding partner of Merrion Group, L.P., an investment advisory firm, from 1988 to 1994. He began his career as a securities analyst at Halcyon Investments from 1986 to 1988. Until its November 2022 sale, Mr. Matlin also served on the board of directors of US Well Services Inc. (Nasdaq: USWS) (formerly Matlin Partners Acquisition Corporation) and was Chief Executive Officer and Chairman of the company prior to its business combination with US Well Services LLC. He also serves on the boards of directors of Dermasensor, Inc. and Pristine Surgical LLC, which are medical device manufacturers. Mr. Matlin has served on the board of directors of Clene, Inc. (Nasdaq: CLNN), a biopharmaceutical manufacturer, since December 2020, and has served as the Chairman of its Board of Directors since May 2021. Since 2020, he has served on the board of Traffk, LLC., an insurance-based data analytics company, and since 2021 he also serves on the Board of Directors of Empyrean Neuroscience, a private biotechnology company.
Previously, he served on the board of directors of Flagstar Bank FSB, a federally charted savings bank, and Flagstar Bancorp, Inc. (NYSE: FBC), a savings and loan holding company from 2009 to May 2021, CalAtlantic Group, Inc. (NYSE: CAA), a U.S. homebuilder, from 2009 to 2018, Global Aviation Holdings, Inc., an air charter company, from 2006 to 2012, and Huntsman Corporation (NYSE: HUN), a U.S. chemicals manufacturer, between 2005 and 2007 and Orthosensor, Inc. until the sale of the company to Stryker Corporation in December 2020. Mr. Matlin holds a JD degree from the Law School of the University of California at Los Angeles and a BS in Economics from the Wharton School of the University of Pennsylvania.
We believe Mr. Matlin is qualified to serve on the Board based on his significant public company board experience.
|
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12
Class III Directors Continuing in Office Until the 2026 Annual Meeting
|
Director Since: 2018
Age: 62
|
Committee Memberships:
None
|
||||||
|
Ms. Szela is our Chief Executive Officer and President and a member of our Board and, prior to the Business Combination, had served as the Chief Executive Officer and a director of Legacy TriSalus since January 2018. Prior to joining Legacy TriSalus, Ms. Szela was CEO of Novelion Therapeutics, a biopharmaceutical company, from January 2016 through November 2017 where she led the company through regulatory compliance and legal difficulties to a successful merger and expansion. Prior to that, Ms. Szela served as CEO of Melinta Therapeutics, a biopharmaceutical company, from August 2013 through August 2015. From 1987 to 2012, Ms. Szela held progressive leadership roles with Abbott Laboratories, a multinational medical devices and health care company, including Vice President, U.S. Commercial Operations, President of U.S. Pharmaceuticals, and culminating as Senior Vice President of Global Strategic Market and Services. In addition to her executive experience, Ms. Szela currently sits on the board of directors of Kura Oncology, a public company, and Sail Biomedicines, a private company. She also previously sat on the boards of directors of Omega Therapeutics from 2019 until 2025, Prometheus Biosciences from 2021 until 2023, Alimera Sciences from 2018 until 2021, Coherus Biosciences from 2014 until 2021, and Macrolide Pharmaceuticals from 2018 until 2019. Ms. Szela received both her B.S. in Nursing and her MBA from the University of Illinois at Chicago.
We believe Ms. Szela is qualified to serve on the Board based on her substantial business, leadership and management experience in the biotechnology sector.
|
||||||||
|
MARY SZELA
Chief Executive Officer, President and Director
|
||||||||
|
Director Since: 2023
Age: 44
|
Committee Memberships:
Compensation Committee
Science and Technology Committee
|
||||||
|
Dr. Desai has been a member of our Board since August 2023. Dr. Desai has served as the Chief Strategic Innovation Officer at Insightec, a medical device company, from 2018 to 2023. From 2016 to 2018, he served as the Global Vice President and Chief Operating Officer of Johnson Johnson Innovation, a company that collaborates with innovators to incorporate science into healthcare solutions. Additionally, Dr. Desai is the chairman of the board of directors of Obvius Robotics, Inc., a private medtech company. He also currently serves on the board of directors of Tympa Health Technologies Ltd, a medical device company, Pathology Watch, a private laboratory company, Empyrean Neuroscience, a private company, Openwater Software, Inc., a private SaaS company, Wespe, a private medical device company, and Clene Nanomedicine, a public
biopharmaceutical manufacturer
. Dr. Desai received his B.S. degree in Economics from the University of Oklahoma and his M.D. from the University of Miami. He also completed his residency and advanced training in Anesthesiology at Stanford University.
We believe Dr. Desai is qualified to serve on the Board based on his extensive experience in the biotech industry.
|
||||||||
|
ARJUN “J.J.” DESAI
Director
|
||||||||
13
|
Director Since: 2025
Age: 73
|
Committee Memberships:
Science and Technology Committee
|
||||||
|
Mr. Gordon has been a member of our Board since January 2025. Dr. Gordon is an accomplished pharmaceutical executive and strategic business leader, who most recently served as Chief Medical Officer at Ayala Pharmaceuticals Inc., a biopharmaceutical company, from August 2019 to January 2023. Prior to Ayala, Dr. Gordon served as Vice President of Oncology Development at AbbVie Inc., a biopharmaceutical company, from January 2013 to April 2018. Prior to his time at AbbVie, Dr. Gordon served as Divisional Vice President of Global Oncology Development at Abbott Laboratories, a medical device company, from April 2003 to December 2012. Prior to his time at Abbott, Dr. Gordon served as Chief Scientific Officer and Vice President of Clinical Affairs at Ovation Pharmaceuticals Inc., a biopharmaceutical company, from May 2001 to April 2003. Dr. Gordon currently sits on the Board of Directors of PhotonPharma Inc., an immune-oncology company. Dr. Gordon received a B.S. in Biochemistry from the State University of New York at Stony Brook and a Ph.D. in Pharmacology and an M.D. from Johns Hopkins University School of Medicine.
We believe Dr. Gordon is qualified to serve on the Board based on his extensive experience in the pharmaceutical industry.
|
||||||||
|
GARY GORDON
Director
|
||||||||
14
Class I Directors Continuing in Office Until the 2027 Annual Meeting
SEAN MURPHY
Director
|
Director Since: 2020
Age: 73
|
Committee Memberships:
Finance Strategy Committee Chair
|
||||||
|
Mr. Murphy served as our Chief Manufacturing, Strategy and Business Development Officer from January 2025 to February 2025. Previously he served as CFO of TriSalus from June 2022 to January 2025. Mr. Murphy has also been a director of TriSalus since August 2020 and served as the chairman of the audit committee from August 2020 through June 2022.
Prior to joining TriSalus, Mr. Murphy served as Executive Vice President at Malin PLC, a publicly listed company investing in life sciences companies, from April 2016 through June 2021. Mr. Murphy was a senior advisor at Evercore, an independent investment banking advisory firm, from August 2011 to June 2018. Prior to that, he held numerous positions over a 30-year career with Abbott Laboratories, a multinational medical devices and health care company, culminating as Vice President of Business Development and Licensing. Mr. Murphy has had extensive Board experience as well. He currently serves on the boards of directors of Xenex and Prenosis. In addition, Mr. Murphy previously served on the public company board of directors of Radius Health, where he sat on the audit committee, and Poseida, where he was a member of the compensation and governance committee. Mr. Murphy received his BBA in Finance and Accounting from Western Illinois University and his M.S. in Finance from University of Illinois. He is a Certified Public Accountant, State of Illinois.
We believe Mr. Murphy is qualified to serve on the Board based on his corporate finance experience and his previous experience on boards of directors.
|
||||||||
KERRY HICKS
Director
|
Director Since: 2021
Age: 65
|
Committee Memberships:
Audit Committee
Nominating and Corporate Governance Committee Chair
|
||||||
|
Mr. Hicks has been a member of our Board since August 2023. Mr. Hicks serves as Partner, Chief Executive Officer, and President of KMG Capital Partners LLC, a boutique healthcare venture capital company, since April 2012. He also currently serves as Executive Chairman of Circuit Clinical, an integrated research organization, and Co-Chairman and Partner of Breakout Investment Partners, LLC, a venture capital firm that focuses on investing in healthcare companies, both positions which he has held since 2016. He also currently serves on the board of directors of Caduceus Medical Holdings, Inc. Prior to joining KMG Capital Partners, Mr. Hicks served as Chief Executive Officer of Healthgrades, a healthcare information and services company, from 2000 to 2012, Chairman of Healthgrades from 2000 to 2010 and 2012 to 2013, and as President, Chief Executive Officer and Chairman of Specialty Care Network, a predecessor company to Healthgrades, from 1995 to 2000. Mr. Hicks has been a member of the board of directors of Legacy TriSalus since April 2021. Mr. Hicks received his B.S. degree in Management and his MBA in Business Administration from Colorado State University.
We believe Mr. Hicks is qualified to serve on the Board based on his extensive experience in the healthcare industry and knowledge regarding TriSalus and its products and operations.
|
||||||||
15
WILLIAM "BILL" VALLE
Director
|
Director Since: 2025
Age: 64
|
Committee Memberships:
Audit Committee
Compensation Committee
|
||||||
|
Mr. Valle has been a member of our Board since January 2025. Mr. Valle serves as Executive Chairman and a member of the Board of FC Compassus, LLC, a home care company, since May 2024. Prior to his time at FC Compassus, LLC, Mr. Valle served as Chief Executive Officer at Fresenius Medical Care AG, a global provider of products and services for patients with renal disease, from January 17, 2017 to December 2023, and served in roles of increasing responsibility at Fresenius beginning in April 2009.
We believe that Mr. Valle is qualified to serve on our Board based on his extensive experience in the healthcare industry.
|
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16
The Board of Directors and Certain Governance Matters
Director Nomination Process and Qualifications
We believe that an effective board of directors should be made up of individuals who collectively provide an appropriate balance of diverse occupational and personal backgrounds and perspectives and who have a range of skills and expertise sufficient to provide guidance and oversight with respect to our strategy and operations. Our Board and our Nominating and Corporate Governance Committee seek individuals with backgrounds and qualities that, when combined with those of our other directors, enhance our Board’s effectiveness and result in the Board having a balance of knowledge, experience, and capability. Our Nominating and Corporate Governance Committee considers candidates who are recommended by its members, by other Board members, by stockholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates.
In assessing potential candidates, our Board and our Nominating and Corporate Governance Committee will consider, among other factors, whether the candidate possesses relevant expertise to offer advice and guidance to management, has sufficient time to devote to the affairs of the Company, demonstrates excellence in the candidate’s field; has the ability to exercise sound business judgment and is committed to represent the long-term interests of the Company’s stockholders.
Nominations by Stockholders
Our Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in the same manner in which our Nominating and Corporate Governance Committee evaluates any other director candidate.
Any recommendation submitted to the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation but must include information that would be required under the “advance notice” provisions of the Company’s bylaws and rules of the Securities and Exchange Commission (“SEC”) to be included in a proxy statement soliciting proxies for the election of such candidate. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary of the Company at 6272 W 91st Avenue, Westminster, CO 80031; such director nominations will be presented to the Board for its consideration. Stockholders must also satisfy the notification, timeliness, consent, and information requirements set forth in our bylaws.
Board Diversity
While we do not have a formal diversity policy in place, our Nominating and Corporate Governance Committee considers the diversity of the Board overall with respect to backgrounds and experiences. Our Board monitors the mix of skills and experience of its directors to help ensure it has the necessary tools to perform its oversight function effectively. The Board fully appreciates the value of a diversity of viewpoints, background, and experiences as important to the selection of directors to enhance the Board’s cognitive diversity and quality of dialogue in the Boardroom.
Director Independence and Independence Determinations
Our Corporate Governance Guidelines provide that our Board will consist of a majority of independent directors in accordance with applicable Nasdaq listing standards. Our Corporate Governance Guidelines define an “independent” director consistent with the Nasdaq definition of independence. Under our Corporate Governance Guidelines and Nasdaq listing standards, a director is not independent unless the Board affirmatively determines that such director does not have a direct or indirect material relationship with the Company or any of its subsidiaries. Members of the Audit Committee and Compensation Committee are subject to the additional independence requirements of applicable SEC rules and Nasdaq listing standards.
Our Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that Mats Wahlström, Andrew C. Eschenbach, David J. Matlin, Arjun Desai, Kerry Hicks, William Valle, and Gary Gordon are “independent” in accordance with Nasdaq listing standards applicable to boards of directors in general. In addition, our Board has affirmatively determined that David J. Matlin, Kerry Hicks, Arjun Desai and William Valle are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and audit committee members in particular, and that Arjun Desai, Gary Gordon, Mats Wahlström and William Valle are
17
“independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and compensation committee members in particular. In making these determinations, the Board found that none of the independent directors had a material or other disqualifying relationship with the Company.
Board Leadership Structure
Our Board maintains the flexibility to determine whether the roles of Chair and CEO should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chair, would not result in better governance or oversight.
Our Board is led by Mats Wahlström, an independent, non-executive Chair. Our Board believes that it is in the best interests of the Company and its stockholders for Mats Wahlström to continue to serve as Chair of the Board. Mr. Wahlström possesses significant knowledge and experience in our industry and a deep understanding of our strategic objectives, all of which will continue to benefit the Company during the year ahead. The Company believes that separation of the positions of the Chair and CEO reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Chair creates an environment that is more conducive to the Board’s objective evaluation and oversight of management’s performance, increasing management accountability, and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders, including with respect to evaluating whether steps management is taking to manage risks are appropriate for the Company. Mr. Wahlström’s responsibility is to ensure that our Board functions properly and to work with our President and CEO to set the Board’s agenda. Accordingly, he has substantial ability to shape the work of the Board. We expect him to facilitate communications among our directors and between the Board and senior management. While Mr. Wahlström provides independent leadership, he also works closely with our CEO to ensure that our directors receive the information that they need to perform their responsibilities, including discussing and providing critical review of the matters that come before the Board and assessing management’s performance. As a result, we believe that such separation can enhance the effectiveness of our Board as a whole. We believe that the leadership structure of our Board is appropriate and enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders.
Board’s Role in Risk Oversight
While senior management has primary responsibility for managing risk, the Board has responsibility for risk oversight with specific risk areas delegated to relevant Board committees who report on their deliberations to the full Board. The specific risk areas of focus for the Board and each of its committees are summarized below.
| Full Board |
•
Oversee the Company’s risk governance framework, including an enterprise-wide culture that supports appropriate risk awareness and the identification, escalation, and appropriate management of risk
•
Integrity, ethics, and compliance with its Business Code of Ethics and Conduct
•
General strategic and commercial risks
•
MA transactions, including execution and integration, and the MA competitive landscape
•
Legal risks such as those arising from litigation, environmental, and intellectual property matters
|
||||
| Audit Committee |
•
Oversee and coordinate with the Company’s internal and external auditors
•
Accounting, controls and financial disclosure
•
Cybersecurity risk, including our information security framework, threat assessment, response readiness and training efforts
•
Tax and liquidity management
|
||||
18
|
Compensation
Committee |
•
Compensation structure and programs
•
CEO succession planning
•
DEI initiatives
•
Recruitment and retention of talent
•
Workplace culture
•
Workplace health, safety and well-being
|
||||
| Finance Strategy Committee |
•
Review and assess the Company's capital structure and balance sheet, cash flow, and various financing opportunities/options
•
Assess alignment of business strategy and financial position
•
Explore external opportunities that may accelerate or unlock shareholder value
|
||||
|
Nominating and
Corporate Governance Committee |
•
Governance structures and processes
•
Board organization, independence and structure
•
Board succession and effectiveness
•
Oversee the Company's environmental, social, and governance ("ESG")
|
||||
| Science and Technology Committee |
•
Monitoring science and technology trends
•
Oversee research and development strategy and investments
•
Assess quality and expertise of medical and scientific talent
•
Intellectual property protection and development strategies
|
||||
Board and Committee Meetings and Attendance
Our Corporate Governance Guidelines provide that all directors are expected to prepare for, attend and participate in all meetings of the Board and committees on which they serve. During 2024, the Board met seven times. The Audit Committee held five meetings, the Compensation Committee held five meetings, the Nominating and Corporate Governance Committee held four meetings, and the Science and Technology Committee held five meetings. The Finance Strategy Committee was formed in February 2025 and, thus, did not hold any meetings during 2024. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served).
Although we do not have a formal policy regarding attendance by Board members at annual meetings of stockholders, we encourage our directors to attend such meetings. Six of our current directors who served at the time of our 2024 annual meeting of stockholders attended that meeting.
Board Committees
Our Board has established five standing committees—the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Finance Strategy Committee, and the Science and Technology Committee—each of which operates under a charter that has been approved by our Board.
19
AUDIT COMMITTEE
| Primary Responsibilities | Committee Members | ||||
|
The functions of this committee include, among other things:
•
evaluating the performance, independence and qualifications of the Company’s independent auditors and determining whether to retain the Company’s existing independent auditors or engage new independent auditors;
•
reviewing the Company’s financial reporting processes and disclosure controls;
•
reviewing and approving the engagement of the Company’s independent auditors to perform audit services and any permissible non-audit services;
•
reviewing the adequacy and effectiveness of the Company’s internal control policies and procedures, including reviewing, with the independent auditors, management’s plans with respect to the responsibilities, budget, staffing and effectiveness of the Company’s internal audit function, and reviewing and approving the Company’s head of internal audit (if established);
•
reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by the Company;
•
obtaining and reviewing at least annually (if required by applicable stock exchange listing requirements) or as otherwise determined, a report by the Company’s independent auditors describing the independent auditors’ internal quality-control procedures and any material issues raised by the most recent internal quality-control review, peer review, or any inquiry or investigation by governmental or professional authorities;
•
monitoring the rotation of partners of the Company’s independent auditors on the Company’s engagement team as required by law;
•
at least annually, reviewing relationships that may reasonably be thought to bear on the independence of the committee, receiving and reviewing a letter from the independent auditor affirming their independence, discussing the potential effects of any such relationship, and assessing and otherwise taking the appropriate action to oversee the independence of the Company’s independent auditor;
•
reviewing the Company’s annual and quarterly financial statements and reports, including the disclosures contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors,” and discussing the statements and reports with the Company’s independent auditors and management;
•
reviewing with the Company’s independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of the Company’s financial controls and critical accounting policies;
•
reviewing with management and the Company’s independent auditors any earnings announcements, disclosures and other financial information and guidance;
|
Current composition:
David J. Matlin, (Chair)
Kerry Hicks
William Valle
Composition following the Annual Meeting:
David J. Matlin, (Chair)
Arjun Desai
Kerry Hicks
William Valle
|
||||
20
|
•
establishing procedures for the review, retention and investigation of complaints received by the Company regarding financial controls, accounting, auditing or other matters;
•
preparing the report that the SEC requires in the Company’s annual proxy statement;
•
reviewing and providing oversight of any related party transactions in accordance with the Company’s related party transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including the Company’s code of business conduct and ethics;
•
reviewing and discussing with management risks related to data privacy, technology and information security, including cybersecurity, back-up of information systems, and policies and procedures that the Company has in place to monitor and control such exposures;
•
reviewing the Company’s major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented;
•
reviewing any analyses prepared by management or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements;
•
reviewing with management and the independent auditors any disagreement between them regarding financial reporting, accounting practices or policies, or other matters, that individually or in the aggregate could be significant to the Company’s financial statements or the independent auditor’s report, reviewing management’s response, and resolving any other conflicts or disagreements regarding financial reporting;
•
considering and reviewing with management, the independent auditors, and outside advisors or accountants any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies;
•
reviewing with management legal and regulatory compliance and any material current, pending or threatened legal matters; and
•
reviewing and evaluating on an annual basis the performance of the Audit Committee and the Audit Committee charter.
Financial Expertise and Independence
The Board has determined that each of the members of the Audit Committee satisfy the independence requirements of Nasdaq listing rules and Rule 10A-3 under the Exchange Act. Each member of the audit committee can read and understand fundamental financial statements in accordance with applicable Audit Committee requirements. In arriving at this determination, the Board examined each Audit Committee member’s scope of experience and the nature of their prior and/or current employment.
Mr. Matlin serves as the chair of the Audit Committee. The Board has determined that Mr. Matlin qualifies as an Audit Committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq listing rules.
|
|
||||
21
|
In making this determination, the Board considered Mr. Matlin’s formal education and previous experience in financial roles. Both the Company’s independent registered public accounting firm and management periodically meet privately with the Company’s audit committee.
|
|
||||
COMPENSATION COMMITTEE
| Primary Responsibilities | Committee Members | ||||
|
The functions of the committee include, among other things:
•
reviewing and approving the corporate objectives that pertain to the Company’s overall compensation strategy and policies;
•
reviewing and approving annually the compensation and other terms of employment of the Company’s executive officers and other members of senior management, in the Compensation Committee’s discretion;
•
reviewing and approving the type and amount of compensation to be paid or awarded to the Company’s non-employee board members;
•
administering the Company’s equity incentive plans and other benefit plans;
•
reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections, indemnification agreements and any other material arrangements with the Company’s executive officers and other members of senior management, in the Compensation Committee’s discretion;
•
reviewing and establishing appropriate insurance coverage for the Company’s directors and officers;
•
reviewing and discussing with management the Company’s disclosures under the caption “Compensation Discussion and Analysis” in the Company’s periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;
•
preparing an annual report on executive compensation that the SEC requires in the Company’s annual proxy statement;
•
reviewing the Company’s practices and policies for employee compensation as related to risk management and risk-taking incentives to determine if such compensation policies and practices are reasonably likely to have a material adverse effect on the Company;
•
establishing and monitoring stock ownership guidelines for directors and executive officers of the Company, if and as determined to be necessary or appropriate;
•
providing recommendations to the Board on compensation-related proposals to be considered at the Company’s annual meeting of stockholders;
•
reviewing and discussing with management, if appropriate, the independence of and any conflicts of interest raised by the work of a compensation consultant, outside legal counsel, or advisor hired by the Compensation Committee or management and how such conflict is being addressed for disclosure in the appropriate filing or report;
•
annually reviewing and discussing with management the Company’s human capital management practices with respect to its employees and, where applicable, independent contractors;
•
approving and modifying, as needed, clawback policies allowing the Company to recoup improper compensation paid to employees; and
.
|
Current composition:
William Valle (Chair)
Arjun Desai
Composition following the Annual Meeting:
William Valle (Chair)
Arjun Desai
Gary Gordon
Mats Wahlström
|
||||
22
|
•
reviewing and evaluating on an annual basis the performance of the Compensation Committee and recommending such changes as deemed necessary with the Board
Independence
All members of the Compensation Committee are “independent” in accordance with the Nasdaq listing standards and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.
|
|||||
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
| Primary Responsibilities | Committee Members | ||||
|
The functions of this committee include, among other things:
•
determining the qualifications, qualities, skills and other expertise required to be a director of the Company, and developing and recommending to the Board for approval criteria to be considered in selecting nominees for director;
•
identifying, reviewing and making recommendations of candidates to serve on the Board, including incumbent directors for reelection;
•
evaluating the performance of the Board, committees of the Board and individual directors and determining whether continued service on the Board is appropriate;
•
periodically reviewing and making recommendations to the Board regarding the Company’s process for stockholder communications with the Board, and making such recommendations to the Board with respect thereto;
•
evaluating nominations by stockholders of candidates for election to the Board;
•
evaluating the structure and organization of the Board and its committees and making recommendations to the Board for approvals;
•
considering possible conflicts of interest of officers and directors as set forth in the Company’s code of business conduct and ethics;
•
considering possible conflicts of interest of officers and directors as set forth in the Company’s code of business conduct and ethics;
•
reviewing and considering environmental, social responsibility and sustainability and governance matters as it determines appropriate and making recommendations to the Board regarding, or taking action with respect to, such matters;
•
periodically reviewing the Company’s corporate governance guidelines and code of business conduct and ethics and recommending to the Board any changes to such policies and principles;
•
developing and periodically reviewing with the Company’s Chief Executive Officer the plans for succession for the Company’s Chief Executive Officer and other executive officers, as it sees fit, and making recommendations to the Board with respect to the selection of appropriate individuals to succeed to these positions;
|
Current composition:
Kerry Hicks (Chair)
Mats Wahlström
David J. Matlin
Andrew von Eschenbach
Composition following the Annual Meeting:
Kerry Hicks (Chair)
Mats Wahlström
David J. Matlin
|
||||
23
|
•
considering the Board’s leadership structure, including the separation of the roles of chairperson of the Board and the Chief Executive Officer and/or the appointment of a lead independent director;
•
periodically reviewing the processes and procedures used by the Company to provide information to the Board and its committees and the scope of such information and making recommendations to the Board and management for improvement as appropriate; and
•
reviewing periodically the Nominating and Corporate Governance Committee charter and recommending any proposed changes to the Board, including undertaking an annual review of its own performance.
Independence
All members of the Nominating and Corporate Governance Committee are “independent” in accordance with Nasdaq listing standards.
|
|
||||
| Primary Responsibilities | Committee Members | ||||
|
The functions of the committee include, among other things:
•
reviewing, as the Finance Strategy Committee deems appropriate, the Company’s capital structure/capital allocation, balance sheet, and cash flow;
•
reviewing and making recommendations to the Board regarding cash flow, capital spending, dividend policy, and financing requirements;
•
reviewing and making recommendations to the Board regarding licensing, acquisitions, and divestitures by the Company, including discussion of possible mergers and other transactions and their financial impact;
•
appointing and approving any investment banking firm for the Company and/or the Board for any financing or strategic advice;
•
approving the issuance by the Company of securities or any financing that the Finance Strategy Committee determines to be the equivalent of debt (“debt equivalents”);
•
approving any and all terms and conditions of such securities or debt equivalents (collectively, the “Securities”), in accordance with a resolution of the Board;
•
upon action of the Finance Strategy Committee, delegating to the Chairman of the Board any and all of the authorities delegated to the Finance Strategy Committee by the Board to the extent permitted by law;
•
taking other actions and do such other things as may be necessary or appropriate in connection with the issuance by the Company of the Securities, in accordance with a resolution of the Board.
•
reviewing and recommending any proposed licensing transactions, mergers, acquisitions, and divestitures, along with the financial implications of the proposed transactions;
•
taking such other action and doing such other things as may be delegated to it from time to time by the Board. The Committee will make reports and recommendations to the Board as it may deem advisable; and
•
reviewing periodically the Finance Strategy Committee charter and and recommending any proposed changes to the Board, including undertaking an annual review of its own performance.
.
|
Current composition:
Sean Murphy (Chair)
David J. Matlin
William Valle
Mats Wahlström
Composition following the Annual Meeting:
Sean Murphy (Chair)
David J. Matlin
William Valle
Mats Wahlström
|
||||
24
SCIENCE AND TECHNOLOGY COMMITTEE
| Primary Responsibilities | Committee Members | ||||
|
The functions of the committee include, among other things:
•
reviewing, evaluating and advising the Board and management on matters relating to the overall strategy, direction, and effectiveness of the Company’s research and development strategy and related investments and on the Company’s progress in achieving its long-term strategic research and development goals and objectives;
•
reviewing the Company’s planned or ongoing research activities and plans;
•
evaluating and monitoring, on its own or in conjunction with external experts engaged by the committee, plans as well as individual project progress and performance of the Company’s research and development pipeline;
•
evaluating and advising the Board and management on the opportunities and risks associated with the products, programs and technologies in which the Company is, or is considering, investing its research and development efforts;
•
providing the Board with strategic advice on emerging regulatory, clinical and scientific issues that are relevant to the Company and in alignment with the Company’s strategy and on areas that are important to the success of the Company’s RD activities;
•
assess and advise the Board, from time to time, on the committee’s view of the overall quality and expertise of medical and scientific talent in the Company’s RD organization; and
•
assisting the Board in understanding the Company’s intellectual property position in connection with the foregoing and otherwise.
|
Current composition:
Andrew von Eschenbach (Chair)
Arjun Desai
Gary Gordon
Composition following the Annual Meeting:
Arjun Desai (Chair)
Gary Gordon
Sean Murphy
William Valle
|
||||
Committee Charters and Corporate Governance Guidelines
Complete copies of our Corporate Governance Guidelines and Audit Committee, Compensation Committee and Nominating Corporate Governance Committee charters are posted on the “Governance” section under Investors of our website located at
https://investors.trisaluslifesci.com/governance/governance-overview.
Executive Sessions
Executive sessions, which are meetings at which only independent directors are present, are regularly scheduled throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate.
Family Relationships
There are no family relationships among any of the Company’s directors and executive officers.
Board’s Oversight of Strategy
Our Board is deeply engaged and involved in overseeing our long-range strategy, including evaluating key market opportunities, customer and supplier trends, and competitive developments. This also includes aspects of our ESG initiatives that relate to our strategy. Our Board’s oversight of risk is another integral component of the Board’s oversight and engagement on strategic matters. Strategy-related matters are regularly discussed at Board meetings and, when relevant, at committee meetings. We also dedicate at least one Board meeting every year to an even more intensive review and discussion of our strategic plan. Matters of strategy also inform committee-level discussions of many issues, including enterprise risk. Engagement of the Board on these issues and other matters of strategic importance continues in between meetings, including through updates to the Board on significant items and discussions between the CEO and our Senior Director of Staff Operations, who performs the function of Chief Information Security Officer on a periodic basis. Each director is expected to and does bring to bear their own talents, insights, and experiences to these strategy discussions.
25
Communications with the Board
Our Board welcomes input and suggestions from all interested parties, including stockholders. Anyone may communicate with a member or members of our Board, including the Chair of the Board, Chair of the Audit, Compensation, Nominating and Corporate Governance, Finance Strategy Committee or Science and Technology Committees, or to the non-management or independent directors, by sending a written communication to the attention of the Company’s Corporate Secretary by mail at the company's principal executive offices at 6272 W. 91
st
Ave., Westminster, CO 80031.
Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors as appropriate. Any such communication is promptly distributed to the director or directors named therein unless such communication is considered, either presumptively or in the reasonable judgment of the Company’s Corporate Secretary, to be improper for submission to the intended recipient or recipients. Examples of communications that would presumptively be deemed improper for submission include, without limitation, solicitations, communications that raise grievances that are personal to the sender, communications that relate to the pricing of the Company’s products or services, communications that do not relate directly or indirectly to the Company and communications that are frivolous in nature.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees, including our CEO, Chief Financial Officer and other senior financial officers. The Code of Business Conduct and Ethics provides a framework for sound ethical business decisions and sets forth our expectations on several topics, including conflicts of interest, compliance with laws, use of our assets and business ethics. Our Code of Business Conduct and Ethics is posted in the “Governance” section under Investors of our website located at
https://investors.trisaluslifesci.com/governance/governance-overview
. If the Company ever were to amend or waive any provision of its Code of Business Conduct and Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K. In the case of a waiver for an executive officer or a director, the disclosure required under applicable Nasdaq listing standards also will be made available on our website.
Insider Trading Policy; Hedging Policy
We have adopted an
Insider Trading Policy
governing the purchase, sale, and/or other dispositions of our securities by employees, directors, officers and designated consultants that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of our Insider Trading Policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024. In addition, to the extent the Company engages in market repurchase transactions of its securities, it intends to comply with applicable laws and regulations relating to insider trading.
Under our Insider Trading Policy, our employees, directors, officers and their designees may not hedge their ownership of our stock, including but not limited to trading in options, puts, calls, or other derivative instruments related to our stock. Additionally, directors, executive officers, employees, and their designees may not purchase our stock on margin, borrow against our stock held in a margin account, or pledge our stock as collateral for a loan.
26
PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the Annual Meeting.
Representatives of Grant Thornton, LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of Grant Thornton, LLP as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of Grant Thornton, LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee of the Board will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.
KPMG, LLP was dismissed as our independent registered public accounting firm as of April 12, 2024. The decision to change our accounting firm was authorized by the Audit Committee.
KPMG’s audit reports on the consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2022, included in the Form 10-K filed with the SEC on April 11, 2024, states “the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and needs to raise additional equity or debt to fund its operations. These matters raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.” Other than the foregoing, KPMG’s report on the financial statements as of and for the years ended December 31, 2023 and 2022 contained no adverse opinion or disclaimer of opinion and was not qualified as auditing scope or accounting principles.
In connection with the Company’s audits for the fiscal years ended December 31, 2023 and 2022, and in the subsequent period before KPMG’s dismissal on April 12, 2024, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, that would have caused KPMG to report the disagreement if it had not been resolved to the satisfaction of KPMG.
KPMG’s letter to the SEC stating its agreement with the statements in the three foregoing paragraphs was filed as an exhibit to the Company’s Current Report on Form 8-K dated April 16, 2024.
During the fiscal years ended December 31, 2023, 2022 and 2021, and any subsequent interim period before the Company’s engagement of Grant Thornton, the Company did not consult with Grant Thornton regarding the application of accounting principles to a specified transaction, or the type of audit opinion that might be rendered on the Company’s financial statements.
Principal Accountant Fees and Services
The Audit Committee of our Board of Directors is directly responsible for the appointment, oversight and evaluation of our independent registered public accounting firm. Grant Thorton, LLP (Public Company Accounting Oversight Board ID No. 248) was our independent registered public accounting firm for the year end 2024 and KPMG LLP (Public Company Accounting Oversight Board ID No.185) was our independent registered public accounting firm for the year ended 2023.
The following table displays the aggregate estimated or actual fees for professional services in 2024 and 2023 provided by Grant Thornton LLP and KPMG LLP, respectively.
27
|
For the Year Ended,
December 31 |
||||||||||||||
| 2024 | 2023 | |||||||||||||
| Description of fees: | ||||||||||||||
|
Audit Fees
(1)
|
$ | 1,590 | $ | 2,407 | ||||||||||
|
Audit-Related Fees
(2)
|
— | 103 | ||||||||||||
| Tax Fees | — | 68 | ||||||||||||
| Total Fees | $ | 1,590 | $ | 2,578 | ||||||||||
(1)
"Audit Fees" consist of fees billed for professional services for audit and quarterly review of our financial statements and related issuance of consents.
(2)
"Audit-Related Fees" consist of fees billed for attest services related to registration statements filed with the SEC in 2023.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Grant Thornton, LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts.
Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
.
Audit Committee Report
The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2024, with management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants' communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm's independence.
Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC.
THE AUDIT COMMITTEE
David J. Matlin, (Chair)
Kerry Hicks
George Kelly Martin*
William Valle
*The audit committee report was approved for inclusion prior to the resignation of Mr. Martin.
28
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to our executive officers as of the date of this Proxy Statement.
| Name | Age | Position(s) | ||||||
|
Executive
Officers
|
||||||||
|
Mary
Szela
|
62 |
Chief
Executive
Officer,
President;
Director
|
||||||
|
James Young
|
63 |
Chief
Financial
Officer, Secretary, Treasurer
|
||||||
|
Bryan
Cox
|
63 |
Chief
of Research
|
||||||
|
Jennifer
Stevens
|
64 |
Chief
Regulatory
Officer
|
||||||
|
Richard
Marshak
|
66 |
Chief Commercial
Officer
|
||||||
|
Jodi
Devlin
|
63 |
Chief of Clinical Operations
|
||||||
_______________
Executive
Officers
Mary Szela.
Biographical information regarding Ms. Szela is set forth under “
Proposal 1: Election of Directors
.”
James Young.
James Young is our Chief Financial Officer, Secretary and Treasurer and, previously, he served as the Senior Vice President – Investor Relations and Treasurer of TriSalus since August 2023. From June 2022 to July 2023, Mr. Young served as President of J Young Consulting LLC, where he served as an Interim CFO and also provided finance organization optimization services for small to medium sized companies, primarily in the life sciences industry. Prior to that, he held numerous progressive financial leadership roles during a 33 year career at Abbott Laboratories, including Divisional Vice President and Controller of the Diagnostics Division and Divisional Vice President and Controller of the Established Pharmaceutical Division, located in Basel, Switzerland. Mr. Young also served as the Vice President and Chief Ethics and Compliance Officer for Abbott from 2015 to 2021. Prior to his time at Abbott, he was a Senior Auditor at Ernst and Whinney. Mr. Young received his BBA in Accounting from St. Norbert College and is a Certified Public Accountant, State of Wisconsin.
Bryan Cox.
Dr. Bryan Cox is our Chief of Research and has served in this role since June 2020. Previously, Dr. Cox served as the Chief Executive Officer of Nephraegis Therapeutics, a biotechnology company, since November 2018. Prior to joining Legacy TriSalus, Dr. Cox served as a consultant for CoPharm Global Consulting, a boutique consultancy that focuses on providing guidance for biotechnology companies, from May 2013 to June 2020. Prior to that, Dr. Cox served as the Director of Integrative Pharmacology for Abbott Laboratories, a multinational medical devices and health care company, from 1996 to 2013. Dr. Cox has served on the board of directors for Nephraegis Therapeutics since November 2018. Dr. Cox received his B.S. in Biological Sciences from North Carolina State and his Ph.D. in Pharmacology from the University of Iowa.
Jennifer Stevens.
Jennifer Stevens is our Chief Regulatory Officer and has served in this role since March 2022. Ms. Stevens also served as our Senior Vice President of Regulatory Affairs from March 2021 to March 2022. Previously, Ms. Stevens held several progressive leadership roles with EMD Serono Inc., a division of Merck KGaA focused on biopharmaceuticals, from January 2013 through March 2021, including as Acting Head of US Oncology Hub — Regulatory Affairs. Previously, Ms. Stevens was Regulatory Counsel for the U.S. Food and Drug Administration from July 2008 to December 2012. Earlier in her career, Ms. Stevens was a practicing attorney at several global law firms, achieving partnership at Kirkland Ellis LLP. Ms. Stevens received her B.A. in Political Sciences from the University of Illinois and her J.D. from George Washington University.
Richard Marshak, VMD.
Dr. Richard Marshak is our Chief Commercial Officer and has served in this role since January 2025. Dr. Marshak also served as Senior Vice President, Corporate Development, Strategy and Marketing from June 2022 to January 2025. Previously, Dr. Marshak was Managing Principal of LF Consulting, a consulting firm for biotechnology companies, from June 2013 to June 2022. Dr. Marshak also co- founded Nephraegis Therapeutics, a biotechnology company, in September 2018 and serves as its Chief Business Officer as well as board member. Previously, Dr. Marshak served as the Chief Executive Officer of Mount Tam Biotechnologies from May 2016 to October 2019. Prior to these roles, Dr. Marshak held several progressive leadership roles in Abbott Laboratories, a multinational medical devices and health care company, from 1999 to 2013, culminating as the Head of Global Strategic Pricing. Dr. Marshak has
29
served on the board of directors of Nephraegis Therapeutics since August 2018 and Torcept Therapeutics since 2019. He previously served on the board of Mount Tam Biotechnologies from May 2016 to October 2019. Dr. Marshak received his B.A. in Psychology and VMD in Veterinary Medicine from the University of Pennsylvania, and his MBA from the University of Chicago
Jodi Devlin
. Jodi Devlin is our Chief of Clinical Operations and has served in this role since January 2025. Ms. Devlin also served as President of Commercial Operations from August 2023 to January 2025. She has more than 30 years in the biotech and pharmaceutical industry. Her expertise includes prelaunch strategies, U.S. and ex-U.S. launches, medical affairs, marketing, sales, reimbursement, and patient advocacy. Ms. Devlin is leading the go-to-market strategy for the therapy and technology businesses, focusing on patient advocacy, medical affairs, health economics, and commercial execution. Previously, Ms. Devlin served as CEO of AltaThera Pharmaceuticals, a specialized, hospital pharmaceutical company from May 2018 to December 2022. Ms. Devlin also spent 21 years at Abbott where she held leadership roles in pipeline planning, global launches, and management of numerous commercial organizations. Ms. Devlin currently serves as Chairman of the board of directors of Fitabeo Therapeutics, a private company. Before her time in the biotech industry, she worked as a hospital nurse in New York and Missouri. Ms. Devlin received her B.S. in Nursing from University of Oklahoma and her MBA from Washington University, Olin School of Business.
Each executive officer serves at the discretion of the Board and holds office until the executive officer’s successor is duly elected and qualified or until the executive officer’s earlier death, resignation or removal.
30
EXECUTIVE COMPENSATION
For the fiscal year ended December 31, 2024, TriSalus’ named executive officers (“NEOs”) were:
1.
Mary Szela, Chief Executive Officer and President;
2.
Sean Murphy, former Chief Financial Officer; and
3.
Jodi Devlin, Chief of Clinical Strategy Operations.
Summary Compensation Table
The following table sets forth information concerning the compensation of TriSalus' NEOs for the fiscal years ended December 31, 2024 and 2023.
|
Name and Principal
Position |
Fiscal Year |
Salary
($) (1) |
Stock
Awards
($)
(2)
|
Option
Awards
($)
(2)
|
Non-Equity
Incentive Plan
Compensation
($)
(3)
|
All Other
Compensation
($)
(4)
|
Total ($) | ||||||||||||||||||||||
|
Mary Szela
CEO and President
|
2024 | $ | 601,398 | $ | 1,973,051 |
(5)
|
$ | 1,539,500 | $ | — |
(6)
|
$ | 22,646 | $ | 4,136,595 | ||||||||||||||
| 2023 | $ | 518,077 | $ | 378,772 | $ | 1,433,387 | $ | 340,819 | $ | 21,775 | $ | 2,692,830 | |||||||||||||||||
|
Sean Murphy
Manufacturing, Strategy and Business Development Officer(*)
|
2024 | $ | 529,513 | $ | 324,368 | $ | 1,224,459 | $ | 232,500 | $ | 1,693 | $ | 2,312,533 | ||||||||||||||||
| 2023 | $ | 471,539 | $ | 171,433 | $ | 593,066 | $ | 156,158 | $ | 1,050 | $ | 1,393,246 | |||||||||||||||||
|
Jodi Devlin
Chief of Clinical Operations
|
2024 | $ | 501,705 | $ | 166,250 | $ | 565,772 | $ | 125,000 | $ | 25,014 | $ | 1,383,741 | ||||||||||||||||
| 2023 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||
___________________
(*) Mr. Murphy resigned as our chief manufacturing, strategy and business development officer effective February 28, 2025, but retained his role as a member of our Board.
(1)
Salary amounts represent actual amounts earned during applicable fiscal year. See “Narrative Disclosure to Summary Compensation Table - Base Salaries” below.
(2)
These columns reflects the aggregate grant date fair value of the stock and option awards granted during the applicable fiscal year computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 2(n) to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual value that will or may be realized by the NEO.
(3)
See “Narrative Disclosure to Summary Compensation Table - Non-Equity Incentive Plan Compensation” below for a description of the material terms of the non-equity incentive plans for the fiscal year 2024. For 2024, performance-based incentive compensation earned by our NEOs were settled in fully vested restricted stock units ("RSUs).
(4)
This columns reflects the amounts received by the NEOs related to the 401(k) Plan match and phone allowance.
(5)
This amount reflects the amount of performance-based incentive compensation earned by our named executive officers for the periods presented. Includes the aggregate grant date fair value of the 125,000 performance stock units ("PSUs") granted to Ms. Szela on February 13, 2024, based on the then-probable outcome of the applicable performance conditions, as determined under FASB ASC 718. The grant date fair value of such PSUs, assuming achievement of the maximum level of performance was $1,175,000.
(6)
Ms. Szela earned 50% of her eligible annual performance-based incentive compensation, but allocated the total amount to employees of the company.
31
Narrative Disclosure to Summary Compensation Table
Base Salary
Our
NEOs
receive
an
annual
base
salary
to
compensate
them
for
the
services
they
provide
to
the
Company.
The annual base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.
As
of
December 31, 2024,
Ms.
Szela,
Mr.
Murphy
, and Ms. Devlin had
annual
base
salaries
of
$600,000,
$530,000, and $500,000, respectively.
Salary Investment Program
In December 2024, each of our NEOs elected to forego, with respect to calendar year 2025, a portion of their base salaries that would otherwise be payable in calendar 2025. In lieu of such base salary amount, each electing NEO was granted RSUs in February 2025, with the number of RSUs determined by dividing the aggregate amount of salary reduction by the closing price of our Common Stock (as quoted on Nasdaq) on the grant date, rounded down to the nearest whole share. Subject to certain vesting and deferral elections, such RSUs vest as follows: 12.5% on the grant date; an additional 25% on each of May 15, August 15 and November 15, 2025, and the remaining number on February 13, 2026, in each case subject to continuous service by the NEO through such vesting date. The RSUs vest on an accelerated basis reflective of the number of days of continuous service provided in calendar year 2025 in the event of certain involuntary terminations of employment or resignations for good reason.
Non-Equity
Incentive
Plan
Compensation
We develop a performance-based cash bonus program annually. Under the 2024 program, each NEO was eligible to be considered for an annual performance bonus based on (1) the individual’s target bonus, as a percentage of base salary and (2) the percentage attainment of 2024 corporate goals established by TriSalus’ board of directors in its sole discretion and communicated to each officer. Each NEO is assigned a maximum target performance bonus expressed as a percentage of their base salary, which for 2024 was 55% for Ms. Szela, and 50% for each of Mr. Murphy and Ms. Devlin. For the fiscal year ended December 31, 2024, the TriSalus board of directors determined that each of Ms. Szela, Mr. Murphy and Ms. Devlin were entitled to receive 50% of their target bonus and determined that such amounts should be paid in the form of fully vested RSUs, which have not been granted as of the filing of this proxy statement.
Equity-Based
Incentive
Awards
Our equity award program is the primary vehicle for offering long-term incentives to our executives. We believe that equity awards provide our executive officers with a strong link to long-term performance, create an ownership culture and help to align the interests of our executive officers with our stockholders. TriSalus has historically granted both incentive stock options and nonstatutory stock options to executive officers. We have used options as an incentive for long-term compensation to our executive officers because these grants allow our executive officers to realize value from this form of equity compensation only if the value of the underlying equity securities increase relative to the option’s exercise price, which exercise price is set at the fair market value of the underlying equity securities on the grant date. We also grant RSUs and PSUs to executive officers. The RSUs granted contain a time-based requirement for vesting and the PSUs granted contain a performance-based requirement for vesting. We have used this approach to align the interests of our stockholder with the interests of our executive officers, which incentivizes performance and retention while providing more tangible equity compensation compared to options. We believe that equity awards are an important retention tool for our executive officers, as well as for our other employees. We grant equity awards broadly to our employees, including to our non-executive employees. The Board is responsible for approving equity grants.
We currently maintain the 2023 Equity Incentive Plan (the "2023 Plan"), which has been approved by our Board and stockholders for purposes of granting equity-based incentive awards to our employees and consultants, including our NEOs. See “— 2023 Equity Incentive Plan” below for further information. Previously, we granted equity incentive awards under the 2009 Amended and Restated Equity Incentive Plan (the “2009 Plan”). The 2009 Plan was frozen upon the effectiveness of the 2023 Plan. See “— 2009 Equity Incentive Plan” below for further information.
Health
and
Welfare
and
Retirement
Benefits
All of TriSalus’ named executive officers are eligible to participate in TriSalus’ employee benefit plans, including medical, dental, vision, disability and life insurance plans, in each case on the same basis as all of TriSalus’ other full-time employees. TriSalus pays approximately 80% of the premiums for medical, dental, vision, group term life, disability and
32
accidental death and dismemberment insurance for all of its employees, including its named executive officers. TriSalus generally does not provide perquisites or personal benefits to its named executive officers, except in limited circumstances.
401(k)
Plan
TriSalus’ NEOs are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees
with
an
opportunity
to
save
for
retirement
on
a
tax-advantaged
basis.
Eligible
employees
may
defer
eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the U.S. Internal Revenue Code (the "Code"). Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax-exempt under Section 501(a) of the Code. As
a
tax-qualified retirement
plan, contributions
to the
401(k) plan (except
for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. The matching contributions are based on compensation at the rate of 3%, 3.5%, and 4% for an employee’s contribution of up to 3%, between 3% and 4%, and between 4% and 5%, respectively, with the match-eligible contribution being limited to 4% of the employee’s eligible compensation. In 2024, contributions made by participants, including the NEOs, to the 401(k) plan were matched by the Company up to a specified percentage of the employee’s contribution. These matching contributions are fully vested when made.
33
Outstanding Equity Awards at
December 31, 2024
The following table presents information regarding outstanding equity awards held by TriSalus’ NEOs as of December 31, 2024. All awards granted after August 10, 2023, were granted pursuant to the 2023 Plan.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||
| Name | Grant Date |
Number of
Securities Underlying Unexercised Options Exercisable |
Number of
Securities Underlying Unexercised Options Unexercisable |
Option
Exercise Price |
Option Expiration Date |
Number of
shares or units of stock that have not vested (#) |
Market value
of shares of
units of
stock that
have not
vested ($)
(13)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(13)
|
|||||||||||||||||||||||||||||
| Mary Szela | 1/30/2018 | 177,973 | — | $ | 1.22 | 1/29/2028 | ||||||||||||||||||||||||||||||||
| 10/6/2020 | 17,302 | — | $ | 0.41 | 10/5/2030 | |||||||||||||||||||||||||||||||||
| 4/21/2021 | 101,345 | — | $ | 0.41 | 4/20/2031 | |||||||||||||||||||||||||||||||||
| 11/3/2021 | 51,276 | 8,414 | (1) | $ | 2.43 | 11/2/2031 | ||||||||||||||||||||||||||||||||
| 11/3/2021 | 115,445 | 41,152 | (1) | $ | 2.43 | 11/2/2031 | ||||||||||||||||||||||||||||||||
| 4/20/2022 | — | 37,080 | (2) | $ | 2.43 | 4/18/2032 | ||||||||||||||||||||||||||||||||
| 4/20/2022 | — | 18,536 | (2) | $ | 2.43 | 4/18/2032 | ||||||||||||||||||||||||||||||||
| 5/19/2023 | — | 46,989 | (3) | $ | 10.30 | 5/18/2033 | ||||||||||||||||||||||||||||||||
| 5/19/2023 | — | 11,420 | (3) | $ | 10.30 | 5/18/2033 | ||||||||||||||||||||||||||||||||
| 5/19/2023 | — | — | $ | — | 18,387 | (7) | 92,119 | |||||||||||||||||||||||||||||||
| 8/14/2023 | — | 3,242 | (4) | $ | 11.51 | 8/13/2033 | ||||||||||||||||||||||||||||||||
| 8/14/2023 | 57,500 | 111,758 | (4) | $ | 11.51 | 8/13/2033 | ||||||||||||||||||||||||||||||||
| 2/13/2024 | — | 278,112 | (10) | $ | 9.40 | 2/13/2034 | ||||||||||||||||||||||||||||||||
| 2/13/2024 | — | 10,638 | (10) | $ | 9.40 | 2/13/2034 | ||||||||||||||||||||||||||||||||
| 2/13/2024 | — | — | $ | — | 125,000 | (8) | 626,250 | |||||||||||||||||||||||||||||||
| 2/13/2024 | — | — | $ | — | 84,899 | (9) | 425,344 | |||||||||||||||||||||||||||||||
| Sean Murphy | 11/3/2021 | 3,913 | 1,030 | (1) | $ | 2.43 | 11/3/2031 | |||||||||||||||||||||||||||||||
| 1/19/2022 | 9,009 | 3,350 | (5) | $ | 2.43 | 1/19/2032 | ||||||||||||||||||||||||||||||||
| 7/13/2022 | 2,625 | — | $ | 2.43 | 7/12/2032 | |||||||||||||||||||||||||||||||||
| 7/13/2022 | 72,048 | 48,919 | (6) | $ | 2.43 | 7/12/2032 | ||||||||||||||||||||||||||||||||
| 5/19/2023 | 9,966 | 7,768 | (3) | $ | 10.30 | 5/18/2033 | ||||||||||||||||||||||||||||||||
| 5/19/2023 | 2,419 | 11,134 | (3) | $ | 10.30 | 5/18/2033 | ||||||||||||||||||||||||||||||||
| 5/19/2023 | — | — | $ | — | 8,322 | (7) | 41,693 | |||||||||||||||||||||||||||||||
| 8/11/2023 | — | 5,536 | (4) | $ | 12.00 | 8/10/2033 | ||||||||||||||||||||||||||||||||
| 8/11/2023 | 20,833 | 36,131 | (4) | $ | 12.00 | 8/10/2033 | ||||||||||||||||||||||||||||||||
| 1/24/2024 | — | 2,605 | (11) | $ | 9.28 | 1/24/2034 | ||||||||||||||||||||||||||||||||
| 1/24/2024 | — | 122,395 | (11) | $ | 9.28 | 1/24/2034 | ||||||||||||||||||||||||||||||||
| 2/12/2024 | — | — | $ | — | 17,500 | (9) | 87,675 | |||||||||||||||||||||||||||||||
| 2/12/2024 | — | — | $ | — | 16,644 | (9) | 83,386 | |||||||||||||||||||||||||||||||
| 2/12/2024 | — | 4,375 | (10) | $ | 9.50 | 2/12/2034 | ||||||||||||||||||||||||||||||||
| 2/12/2024 | — | 100,625 | (10) | $ | 9.50 | 2/12/2034 | ||||||||||||||||||||||||||||||||
| Jodi Devlin | 8/30/2023 | 14,925 | 44,775 | (12) | $ | 6.70 | 8/30/2033 | |||||||||||||||||||||||||||||||
| 8/30/2023 | 50,075 | 85,225 | (12) | $ | 6.70 | 8/30/2033 | ||||||||||||||||||||||||||||||||
| 2/12/2024 | — | — | $ | — | 17,500 | (9) | 87,675 | |||||||||||||||||||||||||||||||
| 2/12/2024 | — | 100,625 | (10) | $ | 9.50 | 2/12/2034 | ||||||||||||||||||||||||||||||||
| 2/12/2024 | — | 4,375 | (10) | $ | 9.50 | 2/12/2034 | ||||||||||||||||||||||||||||||||
34
(1) 1/48th of the shares subject to this option vest each month on the same day of the month as the vesting commencement date (November 3, 2021), subject to the executive’s continuing to remain in continuous service through each such date.
(2) 1/12th of the shares subject to this option vest each month following the first anniversary of the vesting commencement date (April 20, 2022) on the same day of the month as the vesting commencement date for three years, subject to the executive’s continuing to remain in continuous service through each such date.
(3) 25% of the total shares underlying the option vested on the vesting commencement date (May 19, 2023), and 1/48th of the total number of option shares vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive’s continuing to remain in continuous service through each such date.
(4) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (August 10, 2023 for Mr. Murphy, and August 14, 2023 for Ms. Szela) and 1/48th of the total number of option shares shall vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive’s continuing to remain in continuous service through each such date.
(5) 1/48th of the shares subject to this option vest each month on the same day of the month as the vesting commencement date (January 19, 2022), subject to Mr. Murphy’s continuing to remain in continuous service through each such date.
(6) 1/48th of the shares subject to this option vest each month on the same day of the month as the vesting commencement date (July 13, 2022), subject to Mr. Murphy’s continuing to remain in continuous service through each such date.
(7) 25% of the total RSUs vest on each anniversary of the vesting commencement date (October 5, 2022), subject to the executive’s continuing to remain in continuous service through each such date.
(8) 100% of the total PSUs vest upon meeting or exceeding a $50M revenue goal in a 12-consecutive calendar month period (performance metric) by February 28, 2027, with the Board or Compensation Committee recognizing the achievement by December 31, 2027, subject to the executive's continuing to remain in continuous service through such achievement determination date..
(9) 25% of the total RSUs vest on each anniversary of the
vesting commencement date (February 12, 2024 for Mr. Murphy and Ms. Devlin and February 13, 2024 for Ms. Szela) subject to the executive's continuing to
remain in continuous service through each such date
.
(10) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (February 12, 2024 for Mr. Murphy and Ms. Devlin and February 13, 2024 for Ms. Szela) and 1/48th of the total number of option shares shall vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive’s continuing to remain in continuous service through each such date.
(11) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (January 24, 2024) and 1/48th of the total number of option shares shall vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive’s continuing to remain in continuous service through each such date.
(12) 25% of the total shares underlying this option will vest on the first anniversary of the vesting commencement date (August 30, 2023) and 1/48th of the total number of option shares shall vest each month thereafter on the same day of the month as the vesting commencement date, subject to the executive’s continuing to remain in continuous service through each such date.
(13) The amount is calculated using a value of $5.01 per share, which was the closing price of our common stock on Nasdaq on December 31, 2024, the last trading day of our 2024 fiscal year.
35
Employment Arrangements with Executive Officers
Employment Arrangements
Each
of
TriSalus’
NEOs
is
an
at-will
employee.
TriSalus
entered
into
amended
and
restated
executive employment agreements with each of its NEOs, which are summarized below.
Mary
Szela
In November 2022, TriSalus entered into an amended and restated executive employment agreement with Ms.
Szela. Pursuant to the amended and restated executive employment agreement, Ms. Szela’s annual base salary was
$466,875 and she was eligible to receive an annual performance bonus of a target amount equal up to 50% of her
base salary, based upon certain profitability or other financial objectives of the Company, business initiatives and
other criteria to be determined by the Board, with such bonus subject to review and adjustment by the Board.
Subsequently, the Board approved an increase of Ms. Szela’s annual base salary to $600,000 and a revised target bonus of 55% of her base salary. Ms. Szela is also eligible to participate in TriSalus’ benefit plans generally available to similarly situated employees.
Ms. Szela is entitled to certain severance benefits as described below in “— Potential Payments Upon
Termination or Change in Control.”
Sean
Murphy
In March 2023, TriSalus entered into an amended and restated executive employment agreement with Mr.
Murphy. Pursuant to the amended and restated executive employment agreement, Mr. Murphy received an annual
base salary of $435,000 and is eligible to receive an annual performance bonus of a target amount equal to up to
50% of his base salary, based upon certain profitability or other financial objectives of the Company, business
initiatives and other criteria to be determined by the Board, with such bonus subject to review and adjustment by the
Board. In August 2023, the Board approved an increase in Mr. Murphy’s annual base salary to $530,000. In January 2025, TriSalus entered into an amended and restated executive employment agreement with Mr. Murphy. Pursuant to the amended and restated executive employment agreement, Mr. Murphy received an annual base salary of $450,000 and is eligible to receive an annual performance bonus of a target amount equal to up to 50% of his base salary, based upon certain profitability or other financial objectives of the Company, business initiatives and other criteria to be determined by the Board, with such bonus subject to review and adjustment by the Board. Mr. Murphy is also eligible to participate in TriSalus’ benefit plans generally available to similarly situated employees.
Mr. Murphy is entitled to certain severance benefits as described below in “— Potential Payments Upon
Termination or Change in Control.”
Jodi Devlin
In August 2023, TriSalus entered into an executive employment agreement with Ms. Devlin. Pursuant to the executive employment agreement, Ms. Devlin received an annual base salary of Ms. Devlin received an annual base salary of $450,000 and is eligible to receive an annual performance bonus of a target amount equal to up to 50% of her base salary, based upon certain profitability or other financial objectives of the Company, business initiatives and other criteria to be determined by the Board, with such bonus subject to review and adjustment by the Board. In January 2025, TriSalus entered into an amended and restated executive employment agreement with Ms. Devlin continued to receive an annual
base salary of $450,000 and is eligible to receive an annual performance bonus of a target amount equal to up to
50% of her base salary, based upon certain profitability or other financial objectives of the Company, business
initiatives and other criteria to be determined by the Board, with such bonus subject to review and adjustment by the
Board. Ms. Devlin is also eligible to participate in TriSalus’ benefit plans generally available to similarly situated employees.
Ms. Devlin is entitled to certain severance benefits as described below in “— Potential Payments Upon
Termination or Change in Control.”
36
Potential
Payments
Upon
Termination
or
Change
in
Control
Each of Ms. Szela, Mr. Murphy and Ms. Devlin is entitled to any accrued obligations, which include accrued but unpaid salary through the date of termination, unreimbursed expenses, and benefits owed to such executive officer under
retirement
or
health
plans
in
which
such
executive
officer
was
a
participant
(“Accrued
Benefits”),
in
the
event
of any
termination
of
their
employment.
In
addition,
each
NEO
is
eligible
to
receive
the
following
severance
benefits under their employment agreements if their employment is terminated by TriSalus pursuant to a “Discharge Without Cause” (as such term is defined in each of their respective employment agreements) or if individual experiences a “Resignation For Good Reason” (as such term is defined in each of their respective employment agreements), and provided such NEO timely executes and does not revoke a release of claims in TriSalus’ favor: (a) continuing payments of the NEO’s then-current annual base salary for 12 months for Ms. Szela, Mr. Murphy and Ms. Devlin,
and
(b)
if
Ms.
Szela’s,
Mr.
Murphy's or Ms. Devlin's
“Discharge
Without
Cause”
occurs
in
the
fourth
calendar quarter of a year and the Company achieves it financial objectives on which such executive’s bonus for that year is based, such executive would also be entitled to a pro rata annual bonus for such year.
Further, if Ms. Szela, Mr. Murphy, or Ms. Devlin experiences a “Discharge Without Cause” or if the NEO experiences a “Resignation For Good Reason” within the one-year period following a “Change in Control” (as such term is defined in each of their respective
employment
agreements)
and
provided
each
NEO
timely
executes
and
does
not
revoke
a
release of claims in TriSalus’ favor, each NEO will instead be entitled to a lump sum payment equal to: (a) 12 months of their annual base salary, (b) their annual bonus for the year of termination, assuming performance was met at the “target” level, (c) the cost of one year of continued medical, dental and vision benefits at the same level as if the executive remained actively employed by TriSalus, and (d) full vesting of all outstanding stock options and other equity incentives that are subject to vesting over time and based on length of service with TriSalus.
In connection with his resignation as our chief manufacturing, strategy and business development officer, Mr. Murphy received the Accrued Benefits but did not, and will not, otherwise receive any of the benefits describe above. However, Mr. Murphy will continue to vest as to his outstanding equity awards while he remains in continuous service to the company as a member of our Board, and he will be eligible to receive compensation as a member of our Board, as described below under "Non-Employee Director Compensation".
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
From time to time, the Company grants stock options to its employees, including the named executive officers. Historically, the Company has granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee option grants in the
first quarter of each fiscal year
, which refresh grants are typically approved at the regularly scheduled meeting of the Compensation Committee occurring in such quarter. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of the Company’s stockholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Non-Employee Director Compensation—Non-Employee Director Compensation Policy” below. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features.
The Compensation Committee considers whether there is any material nonpublic information
(“MNPI”) about the Company when determining the timing of stock option grants and
does not seek to time
the award of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.
37
Non-Employee Director Compensation
Our Board has adopted a Non-Employee Director Compensation Policy, which establishes cash and equity-based compensation designed to align compensation with TriSalus'
business
objectives
and
stockholder
value,
while
enabling
TriSalus
to
attract,
retain,
incentivize
and
reward directors who contribute to the success of the company. Our Board reviews director compensation periodically to ensure that it remains competitive such that the we are able to recruit and retain qualified directors.
The following table sets forth information concerning the compensation of TriSalus’ directors for fiscal year
2024. Ms. Szela, our Chief Executive Officer, and Sean Murphy, our former Chief Manufacturing, Strategy and Business Development Officer and prior to such position or former Chief Financial Officer and current Director, did not receive additional compensation for their service as a director in fiscal year 2024, and therefore are not included in the Director Compensation table below. All compensation paid to Ms. Szela and Mr. Murphy is reported above in the “Summary Compensation Table.”
| Name |
Fees
earned
or
paid in cash
|
Option Awards($)
(1)(2)
|
Total ($) | ||||||||||||||
| Mats Wahlström | $ | 157,500 |
(5)
|
$ | 86,250 | $ | 243,750 | ||||||||||
|
Andrew von Eschenbach
(6)
|
$ | 82,500 | $ | 86,250 | $ | 168,750 | |||||||||||
| Arjun Desai | $ | 65,000 | $ | 86,250 | $ | 151,250 | |||||||||||
| David J. Matlin | $ | 77,500 | $ | 86,250 | $ | 163,750 | |||||||||||
|
George Kelly Martin
(3)
|
$ | 72,500 | $ | 86,250 | $ | 158,750 | |||||||||||
| Kerry Hicks | $ | 80,000 | $ | 86,250 | $ | 166,250 | |||||||||||
|
Liselotte Hyveled
(4)
|
$ | 41,920 | $ | 422,950 | $ | 464,870 | |||||||||||
|
Anil Singhal
(7)
|
$ | 48,750 | $ | 86,250 | $ | 135,000 | |||||||||||
_______________________
(1)
This column reflects the aggregate grant date fair value of the stock and option awards granted during the applicable fiscal year computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 2(n) to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. This amount does not reflect the actual economic value that may be realized by the director.
(2)
As of December 31, 2024, our non-employee directors held the following number of options granted to purchase shares of our common stock: Mr. Wahlström, 185,945; Messrs. von Eschenbach, Desai, Matlin and Martin and Ms. Hyveled, 50,000 each; Mr. Singhal, 54,278; and Mr. Hicks, 74,222; none of the foregoing held other stock awards.
(3)
Mr. Martin resigned from our Board effective April 20, 2025.
(4)
Ms. Hyveled was appointed to our Board on May 6, 2024, and resigned effective April 16, 2025.
(5)
Includes $70,000 paid to Mr. Wahlström in February 2025 in recognition of his significant contributions in 2024 to the Company as Chairman of the Board.
(6)
Mr. von Eschenbach will not stand for re-election at our annual meeting of stockholders.
(7)
Mr. Singhal resigned from our Board on October 28. 2024.
In connection with the departures of Mr. Martin and Ms. Hyveled from our Board and the planned expiration of Dr. von Eschenbach’s term on our Board, the Compensation Committee has approved accelerated vesting of the options held by each of these directors as if they had completed an additional 12 months of continuous service, as well as an extension of the post-termination exercise period applicable to their outstanding options by 12 months.
38
Non-Employee Director Compensation Policy
Our Board reviews director compensation periodically to ensure that director compensation remains competitive
such that we are able to recruit and retain qualified directors. Our Board has adopted a non-employee director compensation policy that is applicable to each member of our Board who is not also serving as an employee or consultant. Our Compensation Committee reviews non-employee director compensation levels annually and submits recommendations with respect to any changes in non-employee director compensation levels to our Board. Our Non-Employee Director Policy was developed with input from an independent compensation consultant regarding
practices
and
compensation
levels
at
comparable
companies.
It
is
designed
to
align
compensation
with
our business
objectives
and
the
creation
of
stockholder
value,
while
enabling
us
to
attract,
retain,
incentivize
and
reward directors who contribute to our long-term success.
Cash Compensation
We pay each of our non-employee directors a cash retainer for service on the Board and for service on each committee on which the director is a member. The chairperson of the Board, and the chairperson of each committee, also receive additional retainers for such services. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the Board or the applicable committee.
For calendar year 2024, the retainers paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member were as follows:
•
$50,000 per year for service as a Board member;
•
$30,000 per year for service as chairperson of the Board, in addition to the annual service retainer above;
•
$25,000 per year for service as chairperson of the Science and Technology Committee;
•
$20,000 per year for service as chairperson of the Audit Committee;
•
$15,000 per year for service as chairperson of the Compensation Committee;
•
$15,000 per year for service as chairperson of the Nominating Governance Committee; and
•
$7,500 per year for service as a non-chairperson member for any committee described above.
In February 2025, the Compensation Committee amended our Non-Employee Director Policy to provide cash retainers of $20,000 and $7,500 for service as chairperson and a member of the Finance Strategy Committee, respectively.
Equity Compensation
The policy in effect with respect to calendar year 2024 provided that each non-employee director who is first elected or appointed to the Board, on the date of such director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the director will automatically receive an option to purchase 35,000 shares of our common stock (an “
Initial Option
”). The shares subject to the Initial Option will vest in three equal annual installments from the grant date, subject to the non-employee director’s continuous service through each vesting date.
In addition, on the date of each annual meeting of stockholders, each non-employee director that continues to serve as a non-employee director received an option to purchase 15,000 shares of our common stock (an “
Annual Option
” and, together with the Initial Option, the “
Options
”). The shares subject to each Annual Option will vest in full on the earlier of the first anniversary of the grant date or the date of our next annual stockholder meeting, subject to the director’s continued service as a director. The exercise price per share of Options granted under the policy will equal the fair market value of our common stock on the date of grant.
In addition, each director who is first elected or appointed to the Board other than at an annual stockholder meeting will be automatically, and without further action by the Board or Compensation Committee, granted an Annual Option, prorated for the number of months remaining until the next annual stockholder meeting.
All Options granted under the policy will also vest in full upon the occurrence of a change in control prior to the termination of the director’s continuous service.
39
297561040 v2
Equity In Lieu of Cash Election
Effective beginning with calendar year 2025, each non-employee director may elect to receive his or her annual Board service retainer (including the additional annual retained paid to the chairperson of the Board) as an award of RSUs (the “
Retainer Grant
”) in lieu of all (but not less than all) such cash fees. Subject to a director timely making a Retainer Grant election, then, without any further action by the Board or the Compensation Committee, the Retainer Grant will be made as soon as reasonably practicable after the commencement of the next following calendar year. Retainer Grants will vest in substantially equal quarterly installments following the date of grant, subject to the Director’s service through each such vesting date. Upon a Director’s termination of service, a proportional amount of any unvested Retainer Grant will vest on an accelerated basis to reflect the number of days of service completed during such calendar year. Settlement of such Retainer Grants may be deferred subject to compliance with Section 409A of the U.S. Internal Revenue Code. The number of shares subject to a Retainer Grant shall be determined by dividing the aggregate dollar value of the applicable eligible fees converted by the closing price of the Company’s Common Stock (as quoted on the Nasdaq Stock Market) on the grant date of such Retainer Grant, rounded down to the nearest whole share.
Notwithstanding the foregoing, any member of the Board that is entitled to the above compensation may elect to forego all or a portion of such compensation from time to time by giving notice to the Company.
TriSalus will reimburse directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
40
Equity
Incentive
Plans
Equity-based compensation has been and will continue to be an important foundation in executive
compensation packages as we believe it is important to maintain a strong link between executive incentives and the
creation of stockholder value. We believe that performance and equity-based compensation can be an important
component of the total executive compensation package for maximizing stockholder value while, at the same time,
attracting, motivating and retaining high-quality executives. Equity-based compensation is an important element of
our compensation arrangements for both executive officers and directors. Executive officers are also eligible to
participate in the 2023 Employee Stock Purchase Plan (“ESPP”). Below is a description of the 2009 Plan, the 2023
Plan and the ESPP.
2023
Plan
The
following
summary
describes
the
material
terms
of
the
2023
Plan,
which
was
adopted
by
the
TriSalus
Board in August 2023 and subsequently approved by our stockholders.
Awards
. The 2023 Plan provided for the grant of incentive stock options, nonstatutory stock options, restricted stock,
restricted
stock
units,
and
stock
appreciation
rights
(collectively,
“Awards”)
to
TriSalus’
employees,
directors, and consultants who provide services to TriSalus.
Authorized
Shares
.
The initial number of shares of Common Stock reserved for issuance under the 2023 Plan was 5,585,808 shares. The aggregate number of shares that may be issued under the 2023 Plan will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024, in an amount equal to five percent (5%) of the total number of shares
of
fully
diluted
Common
Stock
determined
on
each
preceding
December
31,
or
such
smaller
number
as
may
be determined by our Board prior to January 1 of a given year. The share reserve under the 2023 Plan is subject to certain capitalization adjustments as described below under "Changes to Capital Structure."
Plan Administration
. The 2023 Plan is administered by the Board, or a duly authorized committee of the Board and
is
referred
to
as
the
“administrator”
in
the
2023
Plan.
Subject
to
the
provisions
of
the
2023
Plan,
the
administrator determines in its discretion the persons to whom Awards are granted, the sizes of such Awards and all of their terms and conditions. The administrator has the authority to construe and interpret the terms of the 2023 Plan and Awards granted under it. The administrator also delegated authority to Ms. Szela to grant up to 1,500,000 stock or option awards during 2024 to employees of the company, with specific limitations.
Outstanding Awards
. Awards are granted under forms of award agreements adopted by the administrator. The administrator determines the exercise price for stock options, within the terms and conditions of the 2023 Plan, provided that the exercise price of a stock option cannot be less than 100% of the fair market value of Common Stock on
the
date
of
grant.
Options
and
RSUs
granted
under
the
2023
Plan
vest
at
the
rate
specified
in
the
grant
agreement
as determined by the administrator.
Tax
Limitations
on
ISOs.
The
aggregate
fair
market
value,
determined
at
the
time
of
grant,
of
Common
Stock
with respect to ISOs that are exercisable for the first time by an option holder during any calendar year under all of TriSalus’ stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of TriSalus’ total combined voting power or that of any of its affiliates unless (i) the option exercise
price
is
at
least
110%
of
the
fair
market
value
of
the
stock
subject
to
the
option
on
the
date
of
grant
and
(ii)
the term of the ISO does not exceed five years from the date of grant.
Changes
to
Capital
Structure
.
In
the
event
there
is
a
specified
type
of
change
in
TriSalus’
capital
structure,
such
as a recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, combination, repurchase, or exchange
of shares, appropriate
adjustments
will
be
made
to the
number and class
of shares
that
may be delivered under the 2023 Plan and/or number, class, and the exercise price of shares covered by each outstanding
Award.
Merger
or
Change
in
Control
.
The
2023
Plan
provides
that
in
the
event
of
a
merger
or
change
in
control
Awards will be treated as the administrator determines, and the administrator may take one or more of the following actions with respect to such Awards:
•
arrange
for
the
assumption
or
substitution
of
an
Award
by
a
surviving
or
acquiring
corporation;
41
•
terminate
the
Awards;
•
accelerate
the
vesting
of
the
Award
and,
to
the
extent
the
administrator
determines,
provide
for
termination
if not exercised (if applicable) at or before the effective time of the merger or change in control; or
•
terminate the Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have
been
attained
upon
the
exercise
of
such
Award
or
realization
of
the
participant’s
rights
as
of
the
date
of
the occurrence of the transaction or the replacement of such Award with other rights or property selected by the administrator in its sole discretion.
The
administrator
is
not
obligated
to
treat
all
Awards
or
portions
of
Awards
in
the
same
manner
and
is
not obligated to treat all participants in the same manner.
In the
event
that
the
successor corporation does
not
assume
or substitute
for the
Award, the
participant
will
fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, including shares as to which such Awards would not have otherwise been vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met. In addition, if an option or stock appreciation right is not assumed or substituted in the event of a merger
or
change
in
control,
the
administrator
will
notify
the
participant
in
writing
or
electronically
that
the
option
or stock
appreciation
right
will
be
exercisable
for
a
period
of
time
determined
by
the
administrator
in
its
sole
discretion, and the option or stock appreciation right will terminate upon the expiration of such period.
Under the 2023 Plan, a change in control means the occurrence of any of the following events: (i) a change in ownership of TriSalus, which occurs on the date that any one person, or more than one person acting as a group, acquires ownership of the stock of TriSalus that constitutes more than 50% of the total voting power of the stock of TriSalus, except that any changes in the ownership of the stock of TriSalus as a result of a private financing of TriSalus
that
is
approved
by
the
Board
will
not
be
considered
a
change
in
control,
(ii)
a
change
in
the
effective
control of TriSalus, which occurs on the date the majority of the members of the Board is replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of members of the Board prior to the date of the appointment or election, or (iii) a change in the ownership of a substantial portion of TriSalus’ assets, which occurs on the date that any person acquires (or has acquired during the twelve month period ending on the date of
the
most
recent
acquisition
by
such
person)
assets
from
TriSalus
that
have
a
total
gross
fair
market
value
equal
to
or more than 50% of the total gross fair market value of all of the assets of TriSalus immediately prior to such
acquisition.
Plan Amendment or Termination
. The Board has the authority to amend, alter, suspend, or terminate the 2023 Plan,
provided
that
such
action
does
not
impair
the
existing
rights
of
any
participant
without
such
participant’s
written consent. Certain material amendments also require the approval of TriSalus stockholders. No stock awards may be granted under the 2023 Plan while it is suspended or after it is terminated.
2009
Plan
The following summary describes the material terms of the 2009 Plan.
No
further awards have been, or will be made, under the 2009 Plan following the effective date of our 2023 Plan.
Awards
. The 2009 Plan provided for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”),
restricted
stock,
restricted
stock
units
("RSU"s),
and
stock
appreciation
rights
(collectively,
“Awards”)
to TriSalus’ employees, directors, and consultants who provide services to TriSalus.
Authorized
Shares
.
The
aggregate
number
of
shares
of
Common
Stock
that
may
be
issued
pursuant
to
the
2009 Plan was 1,596,529 shares.
Plan Administration
. The
2009 Plan is
administered by the
Board, or a
duly authorized committee
of the
TriSalus Board and is referred to as the “administrator” in the 2009 Plan. Subject to the provisions of the 2009 Plan, the administrator
determines
in
its
discretion
the
persons
to
whom
Awards
are
granted,
the
sizes
of
such
Awards
and
all
of their
terms
and
conditions.
The
administrator
has
the
authority
to
construe
and
interpret
the
terms
of
the
2009
Plan
and Awards granted under it.
42
Outstanding Awards
. Awards are granted under forms of award agreements adopted by the administrator. The administrator determines the exercise price for stock options, within the terms and conditions of the 2009 Plan, provided that the exercise price of a stock option cannot be less than 100% of the fair market value of Common Stock on
the
date
of
grant.
Options
and
RSUs
granted
under
the
2009
Plan
vest
at
the
rate
specified
in
the
grant
agreement
as determined by the administrator.
Tax
Limitations
on
ISOs.
The
aggregate
fair
market
value,
determined
at
the
time
of
grant,
of
Common
Stock
with respect to ISOs that are exercisable for the first time by an option holder during any calendar year under all of TriSalus’ stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of TriSalus’ total combined voting power or that of any of its affiliates unless (i) the option exercise
price
is
at
least
110%
of
the
fair
market
value
of
the
stock
subject
to
the
option
on
the
date
of
grant
and
(ii)
the term of the ISO does not exceed five years from the date of grant.
Changes
to
Capital
Structure
.
In
the
event
there
is
a
specified
type
of
change
in
TriSalus’
capital
structure,
such
as a recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, combination, repurchase, or exchange
of shares, appropriate
adjustments
will
be
made
to the
number and class
of shares
that
may be delivered under the 2009 Plan and/or number, class, and the exercise price of shares covered by each outstanding
Award.
Merger
or
Change
in
Control
.
The
2009
Plan
provides
that
in
the
event
of
a
merger
or
change
in
control
Awards will be treated as the administrator determines, and the administrator may take one or more of the following actions with respect to such Awards:
•
arrange
for
the
assumption
or
substitution
of
an
Award
by
a
surviving
or
acquiring
corporation;
•
terminate
the
Awards;
•
accelerate
the
vesting
of
the
Award
and,
to
the
extent
the
administrator
determines,
provide
for
termination
if not exercised (if applicable) at or before the effective time of the merger or change in control; or
•
terminate the Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have
been
attained
upon
the
exercise
of
such
Award
or
realization
of
the
participant’s
rights
as
of
the
date
of
the occurrence of the transaction or the replacement of such Award with other rights or property selected by the administrator in its sole discretion.
The
administrator
is
not
obligated
to
treat
all
Awards
or
portions
of
Awards
in
the
same
manner
and
is
not obligated to treat all participants in the same manner.
In the
event
that
the
successor corporation does
not
assume
or substitute
for the
Award, the
participant
will
fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, including shares as to which such Awards would not have otherwise been vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met. In addition, if an option or stock appreciation right is not assumed or substituted in the event of a merger
or
change
in
control,
the
administrator
will
notify
the
participant
in
writing
or
electronically
that
the
option
or stock
appreciation
right
will
be
exercisable
for
a
period
of
time
determined
by
the
administrator
in
its
sole
discretion, and the option or stock appreciation right will terminate upon the expiration of such period.
Under the 2009 Plan, a change in control means the occurrence of any of the following events: (i) a change in ownership of TriSalus, which occurs on the date that any one person, or more than one person acting as a group, acquires ownership of the stock of TriSalus that constitutes more than 50% of the total voting power of the stock of TriSalus, except that any changes in the ownership of the stock of TriSalus as a result of a private financing of TriSalus
that
is
approved
by
the
Board
will
not
be
considered
a
change
in
control,
(ii)
a
change
in
the
effective
control of TriSalus, which occurs on the date the majority of the members of the Board is replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of members of the Board prior to the date of the appointment or election, or (iii) a change in the ownership of a substantial portion of TriSalus’ assets, which occurs on the date that any person acquires (or has acquired during the twelve month period ending on the date of
the
most
recent
acquisition
by
such
person)
assets
from
TriSalus
that
have
a
total
gross
fair
market
value
equal
to
or more than 50% of the total gross fair market value of all of the assets of TriSalus immediately prior to such
acquisition.
43
Plan Amendment or Termination
. The Board has the authority to amend, alter, suspend, or terminate the 2009 Plan,
provided
that
such
action
does
not
impair
the
existing
rights
of
any
participant
without
such
participant’s
written consent. Certain material amendments also require the approval of TriSalus stockholders. No stock awards may be granted under the 2009 Plan while it is suspended or after it is terminated.
ESPP
The following summary describes the material terms of our ESPP, which was adopted by the TriSalus Board in August 2023 and subsequently approved by our stockholders.
The purpose of the ESPP is to provide a means by which our eligible employees and certain designated
companies may be given an opportunity to purchase shares of Common Stock, to assist us in retaining the services
of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons
to exert maximum efforts for our success. The ESPP includes two components: a 423 Component and a Non-423
Component. We intend that the share purchase rights under the 423 Component will qualify as options issued under
an “employee stock purchase plan” as that term is defined in Section 423(b) of the Code. The share purchase rights
under the Non-423 Component will not qualify as options that are subject to Section 423(b) of the Code. Except as
otherwise provided in the ESPP or determined by the Board, the Non-423 Component will operate and be
administered in the same manner as the 423 Component.
Share Reserve. The initial number of shares of Common Stock reserved for issuance under the ESPP was 1,396,252
shares of Common Stock. This number is referred to herein as the “Initial Share Reserve”, subject to adjustment for
specified changes in our capitalization. The number of shares of Common Stock reserved for issuance under the
ESPP will automatically increase on January 1 of each year for a period of up to ten years, beginning on January 1,
2024, and continuing through and including January 1, 2033, by an amount equal to the lesser of (x) two percent
(2%) of the total number of shares of the fully diluted Common Stock determined on December 31 of the preceding
year, and (y) 200% of the Initial Share Reserve. Notwithstanding the foregoing, the Board may act prior to January
1st of a given year to provide that the increase for such year will be a lesser number of shares. Shares issuable under
the ESPP may be shares of authorized but unissued or reacquired Common Stock, including shares purchased by us
on the open market. Shares subject to purchase rights granted under the ESPP that terminate without having been
exercised in full will not reduce the number of shares available for issuance under the ESPP.
Administration.
Our Board, or a duly authorized committee thereof, administers the ESPP.
Eligibility
. Our employees and the employees of any of our designated affiliates, are eligible to participate in the
ESPP, provided they may have to satisfy one or more of the following service requirements before participating in
the ESPP, as determined by the administrator: (1) customary employment with us or one of our affiliates for more
than 20 hours per week and more than five months per calendar year or (2) continuous employment with us or one
of our affiliates for a minimum period of time, not to exceed two years, prior to the first date of an offering. In
addition, the Board may also exclude from participation in the ESPP or any offering, employees who are “highly
compensated employees” (within the meaning of Section 423(b)(4)(D) of the Code) or a subset of such highly
compensated employees.
An employee may not be granted rights to purchase stock under the 423 Component of the ESPP (a) if such
employee immediately after the grant would own stock (including stock issuable upon exercise of all such
employee’s purchase rights) possessing 5% or more of the total combined voting power or value of all classes of
Common Stock or (b) to the extent that such rights would accrue at a rate that exceeds $25,000 worth of Common
Stock for each calendar year that the rights remain outstanding. The Board may approve different eligibility rules for
the Non-423 Component.
Offerings
. The 423 Component of the ESPP is intended to qualify as an employee stock purchase plan under
Section 423 of the Code. The administrator may specify offerings under the 423 Component with a duration of not
more than 27 months and may specify one or more shorter purchase periods within each offering. For the Non-423
Component, the administrator may specify offerings, and purchase periods within each offering, as determined by
the administrator. Each offering will have one or more purchase dates on which shares of Common Stock will be
purchased for the employees who are participating in the offering. The administrator, in its discretion, will determine
the other terms of offerings under the ESPP. The administrator has the discretion to structure an offering so that if
the fair market value of a share of Common Stock on any purchase date during the offering period is less than or
equal to the fair market value of a share of Common Stock on the first day of the offering period, then that offering
44
will terminate immediately, and the participants in such terminated offering will be automatically enrolled in a new
offering that begins immediately after such purchase date.
A participant may not transfer purchase rights under the ESPP other than by will, the laws of descent and
distribution, or as otherwise provided under the ESPP.
Payroll Deductions
. The ESPP permits participants to purchase shares of Common Stock through payroll
deductions, subject to such limitations as the administrator specifies. The administrator may limit a participant’s
payroll deductions to a certain percentage or amount of pay, or by limiting the number of shares that may be
purchased during the offering.
Purchase Price
. Unless otherwise determined by the administrator, the purchase price of the shares will be 85%
of the lesser of the fair market value of Common Stock on the first day of an offering or on the applicable date of
purchase.
Withdrawal
. Participants may withdraw from an offering by delivering a withdrawal form to us and terminating
their contributions. Such withdrawal may be elected at any time prior to the end of an offering, except as otherwise
provided by the administrator. Upon such withdrawal, we will distribute to the employee such employee’s
accumulated but unused contributions without interest (unless otherwise required by law), and such employee’s right
to participate in that offering will terminate. However, an employee’s withdrawal from an offering does not affect
such employee’s eligibility to participate in any other offerings under the ESPP.
Termination of Employment
. A participant’s rights under any offering under the ESPP will terminate
immediately if the participant either (i) is no longer employed by us or any of our parent or subsidiary companies
(subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to
participate. In such event, we will distribute to the participant such participant’s accumulated but unused
contributions, without interest (unless otherwise required by law).
Corporate Transactions
. In the event of certain specified significant corporate transactions, such as a merger or
change in control, a successor corporation may assume, continue, or substitute each outstanding purchase right. If
the successor corporation does not assume, continue, or substitute for the outstanding purchase rights, the offering in
progress will be shortened and a new purchase date will be set. The participants’ purchase rights will be exercised
on the new purchase date and such purchase rights will terminate immediately thereafter.
Amendment and Termination.
The Board has the authority to amend, suspend, or terminate the ESPP, at any
time and for any reason, provided certain types of amendments will require the approval of our stockholders. Any
benefits, privileges, entitlements and obligations under any outstanding purchase rights granted before an
amendment, suspension or termination of the ESPP will not be materially impaired by any such amendment,
suspension or termination except (i) with the consent of the person to whom such purchase rights were granted, (ii)
as necessary to facilitate compliance with any laws, listing requirements, or governmental regulations, or (iii) as
necessary to obtain or maintain favorable tax, listing, or regulatory treatment. The ESPP will remain in effect until
terminated by our Board in accordance with the terms of the ESPP.
45
Emerging Growth Company Status
As an emerging growth company, we are exempt from certain requirements related to executive compensation,
including the requirements to hold a nonbinding advisory vote on executive compensation or golden parachute
payments, and to provide information relating to the ratio of total compensation of our CEO to the median of the
annual total compensation of all of our employees, each as required by the Investor Protection and Securities
Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
EQUITY COMPENSATION PLAN INFORMATION
The
following
table
summarizes
our
equity
compensation
plan
information
as
of
December
31,
2024.
Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.
|
Plan
Category
|
Number of securities to be
issued
upon
exercise
of
outstanding options,
warrants
and
rights
|
Weighted-average exercise
price of outstanding
options,
warrants
and
rights
|
Number of securities
remaining
available
for
future issuance under
equity
compensation
plans
|
||||||||
|
(a)
|
(b)
|
(c) | |||||||||
|
Equity compensation plans approved
by
security
holders
|
|||||||||||
|
2009
Plan
(1)
|
1,274,985 | $2.92 | — | ||||||||
|
2023
Plan
(2)
|
3,350,554 | $7.77 | 4,615,923 | ||||||||
|
2023
ESPP
(3)
|
— | N/A | 2,308,867 | ||||||||
|
Equity
compensation
plans
not approved
by
security
holders
(4)
|
— | — | |||||||||
|
Total
|
4,625,539 | 6,924,790 | |||||||||
(1)
Upon adoption of our 2023 Plan, we restricted future grants from our 2009 Plan. Shares of our common stock reserved for issuance under the 2009 Plan that are repurchased, forfeited, expired, or cancelled do not increase the number of shares of our common stock reserved for issuance under the 2023 Plan and are returned to our authorized but unallocated shares of common stock.
(2)
Under the terms of our 2023 Plan, the number of shares of our common stock reserved for issuance under our 2023 Plan will automatically increase on January 1 of each year through January 1, 2033, by a number of shares equal to (i) 5% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or (ii) a lesser amount determined by our Board.
(3)
Under the terms of our 2023 Employee Stock Purchase Plan (our “ESPP”), the number of shares of our common stock reserved for issuance under our ESPP will automatically increase on January 1 of each calendar year through January 1, 2033, by a number of shares equal to the lesser of (i) 2% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year; (ii) 2,792,503 shares; or (iii) a lesser amount determined by our Board.
(4)
As of December 31, 2024, we did not have any equity compensation
plans
that were not
approved by our
stockholders.
46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following
table
sets
forth
information
regarding
the
beneficial
ownership
of
shares
of
our
Common
Stock,
as applicable, as of March 31, 2025 (the “Ownership Date”) by:
•
each
person
or
“group”
(as
such
term
is
used
in
Section
13(d)(3)
of
the
Exchange
Act)
known
by
us
to
be
the beneficial owner of more than 5% of our Common Stock as of the Ownership Date;
•
each
of
our
current
executive
officers
and
directors;
•
all
of
our
current
executive
officers
and
directors
as
a
group.
Beneficial ownership is determined in accordance with SEC rules, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power with respect to the security. This table is based upon information supplied by officer, directors and principal stockholders and Schedule 13D and 13G filed with the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our Common Stock that they beneficially own, subject to applicable community property laws. Under SEC rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through exercise of stock options or warrants, within 60 days of the Ownership Date and are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. The beneficial ownership of shares of our Common Stock is based on 32,272,462 shares of Common Stock outstanding as of the Ownership Date. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.
| Number of Shares | ||||||||
| Beneficial Owner |
Number of
Shares Beneficially Owned |
Approximate
% of Outstanding Common Stock |
||||||
|
Named Executive Officers and Directors
(1)
|
||||||||
|
Mary Szela
(2)
|
1,000,837 | 3.0 | % | |||||
|
Sean Murphy
(3)
|
779,164 | 2.4 | % | |||||
|
Jodi Devlin
(4)
|
157,736 | * | ||||||
|
Mats Wahlström
(5)
|
2,896,662 | 8.9 | % | |||||
|
David J. Matlin
(6)
|
2,401,059 | 7.1 | % | |||||
|
Arjun “JJ” Desai
(7)
|
258,794 | * | ||||||
|
Andrew von Eschenbach
(8)
|
11,667 | * | ||||||
|
Kerry Hicks
(9)
|
2,321,683 | 7.2 | % | |||||
| Gary Gordon | — | * | ||||||
| William Valle | — | * | ||||||
|
All executive officers and directors as a group (16 individuals)
(10)
|
8,876,337 | 27.5 | % | |||||
| Five Percent or More Stockholders | ||||||||
|
Frankenius Equity AB
(11)
|
6,729,460 | 20.5 | % | |||||
|
Utmost Group PLC
(12)
|
2,673,147 | 8.0 | % | |||||
|
James J. Pallotta
(13)
|
1,909,729 | 5.9 | % | |||||
|
Christopher Dewey
(14)
|
1,722,496 | 5.2 | % | |||||
____________________________
*
Less than one percent
(1)
Unless otherwise noted, the business address of each of the following entities or individuals is c/o TriSalus Life Sciences, Inc., 6272 W. 91st Avenue, Westminster, Colorado 80031. We have also omitted shares held or exercisable by George Kelly Martin and Liselotte Hyveled, our former directors who resigned from our Board in April 2025.
(2)
Consists of (i) 315,428 shares of Common Stock held by Ms. Szela and (ii) 685,409 shares of Common Stock issuable pursuant to TriSalus Options that are exercisable within 60 days of the Ownership Date.
47
(3)
Consists of (i) 357,535 shares of Common Stock held by Murphy Family Trust 2012, (ii) 197,732 shares held of Common Stock by Sean E Murphy TTEE U/A 2/4/2004 (“Sean Murphy Trust”), (iii) 219,736 shares of Common Stock subject to options held by Mr. Murphy that are exercisable within 60 days of the Ownership Date and (iv) 4,161 shares of Common Stock held by Mr. Murphy following the vesting and settlement of restricted stock units. Lisa Murphy, Mr. Murphy’s spouse, has voting and investment discretion with respect to the shares held of record by Murphy Family Trust 2012 and thus Mr. Murphy may be deemed to have beneficial ownership of the shares held directly by Murphy Family Trust 2012. Mr. Murphy is the trustee of the Sean Murphy Trust and thus Mr. Murphy may be deemed to have beneficial ownership of the shares held directly by the Sean Murphy Trust.
(4)
Consists of (i) 39,612 shares held by Ms. Devlin following the vesting and settlement of restricted stock units and (ii) 118,124 shares of Common Stock issuable pursuant to TriSalus Options that are exercisable within 60 days of the Ownership Date.
(5)
Consists of (i) 40,915 shares of Common Stock held directly by Mr. Wahlström, (ii) 1,254,259 shares of Common Stock held by Leonard Capital, LLC, (iii) 108,457 shares of Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock held by Leonard Capital LLC, (iv) 1,370,028 shares of Common Stock held by HW Investment, and (v) 123,045 shares of Common Stock subject to options held by Mr. Wahlström that are exercisable within 60 days of the Ownership Date. Mr. Wahlström has sole voting and investment discretion with respect to the shares held directly by Leonard Capital LLC and shared voting and investment discretion with respect to the shares held by HW Investment and may be deemed to have beneficial ownership of the shares held by each of them. This information is based on the Schedule 13D/A filed with the SEC on December 19, 2024.
(6)
Consists of (i) 931,904 shares Common Stock held directly by Mr. Matlin, (ii) 1,240,518 shares of Common Stock underlying private warrants, (iii) 11,667 shares of Common Stock subject to options held by Mr. Matlin that are exercisable within 60 days of the Ownership Date, (iv) 216,914 shares of Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock held by Mr. Matlin and (v) 2,510 shares of Common Stock held by Mr. Matlin following the vesting and settlement of restricted stock units.
(7)
Consists of (i) 247,127 shares of Common Stock held directly by Dr. Desai and (ii)11,667 shares of Common Stock subject to options held by Dr. Desai that are exercisable within 60 days of the Ownership Date.
(8)
Consists of 11,667 shares of Common Stock subject to options held by Mr. von Eschenbach that are exercisable within 60 days of the Ownership Date.
(9)
Consists of (i) 514,589 shares of Common Stock held directly by Mr. Hicks, (ii) 1,370,028 shares of Common Stock held by HW Investment, (iii) 81,845 shares of Common Stock held by the Millennium Trust Company, LLC for which Mr. Hicks acts as custodian, (iv) 322,737 shares of Common Stock held by The Kerry Raymond Hicks Dynasty Trust, for which Mr. Hicks serves as trustee, and (v) 32,484 shares of Common Stock subject to options held by Mr. Hicks that are exercisable within 60 days of the Ownership Date. Mr. Hicks has shared voting and investment discretion with respect to the shares held of record by HW Investment and may be deemed to have beneficial ownership of the shares held by each of them. This information is based on the Schedule 13D/A filed with the SEC on December 19, 2024.
(10)
Consists of (i) the shares listed in notes (2) through (9) above, (ii) 115,101 shares of Common Stock, (iii) 269,438 shares of Common Stock subject to options held by our executive officers that are exercisable with 60 days of the Ownership Date, (iv) 30,403 shares of Common Stock our executive officers have the right to acquire within 60 days of the Ownership Date, pursuant to the settlement of RSUs and (v) the deduction of 1,370,028 shares of Common Stock due to Mr. Wahlström and Mr. Hicks both reporting the Common Stock held HW Investments.
(11)
Consists of (i) 6,230,748 shares of Common Stock held by Frankenius Equity AB (“Frankenius Equity”) and (ii) 498,903 shares of Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock held by Frankenius Equity. Frankenius Equity’s principal place of business is Box 984, 501 10 Boras, Sweden. Paul Frankenius has sole voting and investment discretion with respect to the shares held of record by Frankenius Equity and may be deemed to have beneficial ownership of the shares held by Frankenius Equity. For the common stock holdings, information is based upon a Schedule 13D/A filed by Frankenius Equity with the SEC on December 19, 2024.
(12)
Consists of (i) 1,387,588 shares of Common Stock held directly by Lombard International Assurance S.A. under policies COMANG,KREMAN, ORANGE, P28212, P41357, P47082, P47083, P47084, P47472, P54194, P56278, P69562, S78336 and SKAFUN and (ii) 1,275,456 share of Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock held by Lombard International Assurance S.A. under policies P47082, P47083, P47084, P47473 and P78406. For the common stock holdings, information is based upon a Scheduled 13G filed by Lombard International Assurance S.A. on October 17, 2024.
(13)
Consists of (i) 1,795,461 shares of Common Stock and (ii) 114,468 shares of Common Stock underlying warrants. For the common stock holdings, information is based upon a Schedule 13D filed by James J. Pallotta with the SEC on December 4, 2024.
(14)
Consists of (i) 624,067 shares of Common Stock held directly by the Christopher C Dewey Trust DTD 5/3/18, (ii) 881,599 shares of Common Stock underlying private warrants held by the Christopher C Dewey Trust DTD 5/3/18 and (iii) 216,914 shares of Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock held by the Christopher C Dewey Trust DTD 5/3/18. Mr. Dewey is the trustee of the Christopher C Dewey Trust DTD 5/3/18 and thus Mr. Dewey may be deemed to have beneficial ownership of the shares held directly by the Christopher C Dewey Trust DTD 5/3/18.
48
DELINQUENT SECTION 16(A) REPORTS
To the Company’s knowledge, based solely on review of the copies of such forms furnished to us and written representations from these officers and directors, we believe that all Section 16(a) filing requirements were met during the year ended December 31, 2024, except (i) Mr. Martin filed a Form 3/A on May 21, 2024 to include additional shares beneficially owned by Mr. Martin that were inadvertently omitted from the initial filing, (ii) Messrs. Wahlström, Desai, Hicks, Matlin, Martin, Singhal, and von Eschenbach and Ms. Hyveled each filed a Form 4 on August 21, 2024, which was a eight days following the automatic grant issued on the date of the 2024 annual meeting of stockholders, (iii) Mr. Martin filed a Form 4 on September 10, 2024, which was thirteen days after a sale transaction made by Mr. Martin’s broker and (iv) Mr. Cox filed a Form 4 on December 19, 2024, which was 75 days following his sell to cover the tax withholding associated with the settlement of RSUs. The Company has implemented additional internal controls and procedures to better ensure timely filing of Section 16(A) reports.
49
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Policies and Procedures for Related Person Transactions
Our board of directors has adopted a written related person transactions policy that sets forth our policies and procedures
regarding
the
identification,
review,
consideration
and
oversight
of
“related
person
transactions.”
For
purposes of our policy only, a “related person transaction” will be considered a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company or any of its subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.
Transactions
involving
compensation
for
services
provided
to
the
Company
as
an
employee,
consultant
or
director
will not
be
considered related
person transactions
under this
policy. A
related person
is
any
executive
officer,
director, nominee to become a director or a holder of more than 5% of any class of the Company’s voting securities (including the Common Stock), including any of their immediate family members and affiliates, including entities owned or controlled by such
persons.
Under the
policy, the
related person in question or, in the
case
of transactions
with an entity holding more
than 5% of any class of the Company’s voting securities, an officer with knowledge of a proposed transaction, must present information
regarding
the
proposed
related
person
transaction
to
the
Company’s
audit
committee
(or,
where
review
by
the Company’s audit committee would be inappropriate, to another independent body of the Board) for review. To identify related person transactions in advance, the Company will rely on information supplied by the Company’s executive officers, directors and certain significant stockholders. In considering related person transactions, the Company’s audit committee
will
take
into
account
the
relevant
available
facts
and
circumstances,
which
may
include,
but
are
not
limited
to:
•
The
risks,
costs,
and
benefits
to
the
Company;
•
The
impact
on
a
director’s
independence
in
the
event
the
related
person
is
a
director,
immediate
family
member
of
a director or an entity with which a director is affiliated;
•
The
terms
of
the
transaction;
•
The
availability
of
other
sources
for
comparable
services
or
products;
and
•
The
terms
available
to
or
from,
as
the
case
may
be,
unrelated
third
parties.
The
Company’s
audit
committee
will
approve
only
those
transactions
that
it
determines
are
fair
and
in
the
Company’s best interests. All of the transactions described above were entered into prior to the adoption of such policy.
Certain Related Person Transactions
Other than the compensation arrangements for TriSalus’ directors and executive officers, which are described in the section
entitled
“
Executive
Compensation
”,
below
is
a
description
of
transactions
since
January
1,
2022,
to
which
TriSalus was a party or will be a party, in which:
•
the
amounts
involved
exceeded
or
will
exceed
$120,000
or
1%
of
the
average
of
our
total
assets
at
year-end
for
the last two completed fiscal year; and
•
any of TriSalus’ directors, executive officers or holders of more than 5% of TriSalus’ capital stock, or any member of
the
immediate
family
of,
or
person
sharing
the
household
with,
the
foregoing
persons,
had
or
will
have
a
direct
or indirect material interest.
Compensation
Arrangements
and
Stock
Option
Grants
for
Executive
Officers
and
Directors
TriSalus
has
employment
arrangements
with
its
NEOs
that,
among
other
things,
provide
for
certain
change
in
control benefits, as well as severance benefits. For a description of these agreements, see “
Executive Compensation
.”
TriSalus
has
granted
stock
options
and
RSUs
to
its
executive
officers
and
stock
options
to
certain
of
its
directors.
For
a description of these equity awards, see “
Executive Compensations
—
Employment Arrangements with Executive Officers
” and “
Executive Compensation —
Outstanding Equity Awards as of December 31, 2024
.”
50
Offer Consent Solicitation of Exchange Warrants
In May 2024, we commenced (i) an offer (the “Offer”) to each holder of each class of warrants (other than the warrant held by OrbiMed) to receive 0.3 shares of Common Stock in exchange for every outstanding warrant (the “Exchange Warrants”) tendered by the holder and (ii) the solicitation of consent (the “Consent Solicitation”) from holders of the Exchange Warrants to amend the Warrant Agreement, dated as of December 17, 2020 (the “Warrant Agreement” and such amendment, the “Warrant Amendment”), by and between the Company and Continental Stock Transfer Trust Company, which governs all of the Exchange Warrants. The Offer and Consent Solicitation expired on June 25, 2024. Mr. Desai, a member of the Board, exchanged 246,667 Exchange Warrants for 74,000 shares of Common Stock. The aggregate value of the shares of Common Stock issued in exchange for the Exchange Warrants based on the closing price on the date of issuance was approximately $408,480.
Private Placement
Financing
In December 2024, we entered into a security purchase agreement (the "Purchase Agreement") with the Selling Stockholders, pursuant to which we sold and issued an aggregate of 251,885 shares of Common Stock. Each share of Common Stock was sold at a price of $3.97 per share, which was the closing price of a share of Common Stock as reflected on the Nasdaq Global Market on December 12, 2024. The total purchase price paid by the Selling Stockholders was approximately $1.0 million. The list below sets forth the number of shares purchased by related parties pursuant to the Purchase Agreement.
•
Frankenius Equity AB, a holder of greater than 5% of TriSalus capital stock, purchased 62,972 shares of Common Stock.
•
Mr. Dewey, a holder of great than 5% of TriSalus capital stock, purchased 50,377 shares of Common Stock.
•
Mr.
Wahlström,
the Chairman of our Board and a holder of great than 5% of TriSalus capital stock,
purchased 25,188 shares of Common Stock.
Indemnification
Agreements
TriSalus
has
entered
into
indemnification
agreements
with
its
executive
officers
and
directors.
The
indemnification agreements
require
TriSalus
to
indemnify
its
executive
officers
and
directors
to
the
fullest
extent
permitted
by
Delaware
law.
TriSalus has also entered into an indemnification agreement with Dr. Katz with respect to legal fees, judgments and awards in relation to third party claims arising out of the prior consulting services on behalf of TriSalus pursuant to a consulting
agreement
with
SCKMD
Consulting,
under
which
Dr.
Katz
provided
consulting
services
to
TriSalus
prior
to
his becoming an employee.
Series
B-1
Preferred
Stock
Financing
In September 2021, with subsequent closings through July 2022, Legacy TriSalus entered into a Stock Purchase Agreement, as amended, with a group of investors (the “Series B-1 SPA”) pursuant to which it issued and sold an aggregate
of
1,659,672
shares
of
its
series
B-1
preferred
stock
(“Series
B-1
Stock”)
to
such
investors
at
a
purchase
price
of $14.16
per
share,
for
aggregate
gross
proceeds
of
approximately
$23.5
million.
Pursuant
to
the
Series
B-1
SPA,
Legacy
TriSalus
issued
and
sold
to
Frankenius
1,059,365
shares
of
Series
B-1
Stock, resulting in aggregate gross proceeds of approximately $15.0 million to Legacy TriSalus.
Series
B-2/B-3
Preferred
Stock
Financing
In October 2022, Legacy TriSalus entered into a Preferred Stock and Warrant Purchase Agreement (the “Series B-2/ B-3
Purchase
Agreement”)
pursuant
to
which
it
issued
and
sold
an
aggregate
of
706,243
shares
of
its
series
B-2
preferred shares (“Series B-2 Stock”) to investors at a purchase price of $14.16 per share, for aggregate gross proceeds of approximately $10 million. For each such share of Series B-2 Stock sold under the Series B-2/B-3 Purchase Agreement,
Legacy TriSalus also issued a warrant to purchase four shares of its series B-3 preferred stock (“Series B-3 Stock”) for no additional
consideration
(for
an
aggregate
of
2,824,974
warrants
issued
in
connection
with
the
initial
issuance
of
Series
B-2 Stock). The strike price of the warrants issued in the financing was $2.03 per share. The Series B-2/B-3 Purchase
51
Agreement included, at the option of Legacy TriSalus, a second tranche for the sale of up to 518,854 shares of Series B-2 Stock for approximately $7.3 million (which could be increased up to an aggregate of 706,243 shares of Series B-2 Stock for approximately $10.0 million), with each such share of Series B-2 Stock accompanied by a warrant to purchase four shares of Series B-3 Stock at a strike price of $2.03 per share (warrants to purchase up to an aggregate of 2,824,974 shares of Series B-3 Stock may be issued in second tranche closings assuming the full $10.0 million is sold); and a third tranche, at the election of investors who participated in the second tranche, for the sale of up to 306,053 shares of Series B-2 Stock for approximately $4.3 million (which could be increased up to an aggregate of 353,121 shares of Series B-2 Stock for approximately $5.0 million), with each such share of Series B-2 Stock accompanied by a warrant to purchase eight shares of Series B-3 Stock at a strike price of $2.03 per share (warrants to purchase up to an aggregate of 2,824,974 shares of Series B-3 Stock may be issued in the third tranche closing assuming the full $5.0 million is sold).
In March 2023, Legacy TriSalus effectuated two closings of the second tranche under the Series B-2/B-3 Purchase Agreement whereby (i) 207,541 shares of Series B-2 Stock and accompanying warrants to purchase 830,167 shares of Series B-3 Stock, representing 40% of the shares committed in the second tranche, were sold for an aggregate purchase price of approximately $2.9 million, and (ii) 17,656 shares of Series B-2 Stock and accompanying warrants to purchase 70,624 shares
of Series
B-3 Stock, none
of which were
shares
committed in the
second tranche, were
sold for an aggregate purchase price of $0.2 million. The series B-2/B-3 preferred stock financing was deemed to be non-compensatory to the participating directors and officers because (i) the issuance was not associated to services, (ii) the participating directors and
officers
participated
on
the
same
terms
as
all
parties,
and
(iii)
the
participating
parties
who
were
non-insiders
(i.e.,
non- service providers) represented greater than 50% of the participation.
In June 2023, Legacy TriSalus effectuated two closings of the second tranche under the Series B-2/B-3 Purchase Agreement whereby (i) 257,779 shares of Series B-2 Stock and accompanying warrants to purchase 1,031,116 shares of Series B-3 Stock, representing approximately 49.7% of the shares committed in the second tranche, were sold for an aggregate purchase price of approximately $3.7 million, and (ii) 165,967 shares of Series B-2 Stock and accompanying warrants
to
purchase
663,868
shares
of
Series
B-3
Stock,
none
of
which
were
shares
committed
in
the
second
tranche,
were sold for an aggregate purchase price of approximately $2.3 million. The Series B-2/B-3 preferred stock financing was deemed to be non-compensatory to the participating directors and officers because (i) the issuance was not associated to services, (ii) the participating directors and officers participated on the same terms as all parties, and (iii) the participating parties who were non- insiders (i.e., non-service providers) represented greater than 50% of the participation.
Pursuant
to
the
Series
B-2/B-3
Purchase
Agreement,
Legacy
TriSalus
issued
and
sold
to
Frankenius
an
aggregate
of 655,909 shares of Series B-2 Stock and warrants purchase 2,623,637 shares of Series B-3 Stock, resulting in aggregate gross proceeds of $9.3 million to Legacy TriSalus.
Pursuant to the Series B-2/B-3 Purchase Agreement, Legacy TriSalus issued and sold shares to various entities associated with Mr. Wahlström, one of its directors, including (i) 104,742 shares of Series B-2 Stock and warrants to purchase
418,970
shares
of
Series
B-3
Stock
to
Leonard
Capital
and
(ii)
109,470
shares
of
Series
B-2
Stock
and
warrants
to purchase 437,882 shares of Series B-3 Stock to HW Investment, resulting in aggregate gross proceeds of approximately $3.1
million
to
Legacy
TriSalus.
Pursuant to the Series B-2/B-3 Purchase Agreement, Legacy TriSalus issued and sold shares to various entities associated with Mr. Hicks, including (i) 71,902 shares of Series B-2 Stock and warrants to purchase 287,608 shares of Series B-3 Stock to Mr. Hicks in his individual capacity and (ii) 109,470 shares of Series B-2 Stock and warrants to purchase
437,882
shares
of
Series
B-3
Stock
to
HW
Investment,
resulting
in
aggregate
gross
proceeds
of
approximately $2.6
million
to
Legacy
TriSalus.
Pursuant to the Series B-2/B-3 Purchase Agreement, Legacy TriSalus issued and sold to various entities associated with Sean Murphy, one
of its
executive
officers, including (i) 87,397 shares
of Series
B-2 Stock and warrants
to purchase 349,590 shares of Series B-3 Stock to the Murphy Family Trust 2012 and (ii) 17,656 shares of Series B-2 Stock and warrants
to
purchase
70,624
shares
of
Series
B-3
Stock
to
the
Sean
E
Murphy
TTEE
U/A
2/4/2004,
resulting
in
aggregate gross proceeds of approximately $1.5 million to Legacy TriSalus.
Pursuant
to
the
Series
B-2/B-3
Purchase
Agreement,
Legacy
TriSalus
issued
and
sold
to
Ms.
Szela,
one
of
its
executive officers, 32,116 shares of Series B-2 Stock and warrants to purchase 128,466 shares of Series B-3 Stock, resulting in aggregate gross proceeds of approximately $454,754 to Legacy TriSalus.
52
Pursuant
to
the
Series
B-2/B-3
Purchase
Agreement,
Legacy
TriSalus
issued
and
sold
to
Mr.
McGrevin
33,490
shares of
Series
B-2
Stock
and
warrants
to
purchase
133,961
shares
of
Series
B-3
Stock,
resulting
in
aggregate
gross
proceeds
of approximately $474,205 to Legacy TriSalus.
Pursuant
to the
Series
B-2/B-3 Purchase
Agreement, Legacy TriSalus
issued and sold to Dr. Katz, one
of its
executive officers,
2,411
shares
of
Series
B-2
Stock
and
warrants
to
purchase
9,645
shares
of
Series
B-3
Stock,
resulting
in
aggregate gross proceeds of $34,143 to Legacy TriSalus.
Pursuant to the Series B-2/B-3 Purchase Agreement, Legacy TriSalus issued and sold to Dr. Cox, one of its executive officers,
1,674
shares
of
Series
B-2
Stock
and
warrants
to
purchase
6,698
shares
of
Series
B-3
Stock,
resulting
in
aggregate gross proceeds of $23,710 to Legacy TriSalus.
Pursuant to the Series B-2/B-3 Purchase Agreement, Legacy TriSalus issued and sold to Richard Marshak, one of its executive
officers,
1,674
shares
of
Series
B-2
Stock
and
warrants
to
purchase
6,698
shares
of
Series
B-3
Stock,
resulting
in aggregate gross proceeds of $23,710 to Legacy TriSalus.
In
July
2023,
holders
of
warrants
to
purchase
2,306,471
shares
of
Series
B-3
Stock
exercised
their
warrants,
resulting in gross proceeds of approximately $4.5 million. The list below sets forth the number of shares of Series B-3 Stock purchased by related parties pursuant to the exercise of warrants to purchase Series B-3 Stock.
•
Leonard
Capital,
associated
with
Mr.
Wahlström,
purchased
249,471
shares
of
Series
B-3
Stock
for
$504,625.
•
Sean
E
Murphy
TTEE
U/A
2/4/2004,
associated
with
Mr.
Murphy,
purchased
134,186
shares
of
Series
B-3 Stock for $271,428.
•
HW
Investment,
associated
with
Mr.
Wahlström
and
Mr.
Hicks,
purchased
122,680
shares
of
series
B-3
Stock for $248,155.
•
Mr.
McGrevin
purchased
63,337
shares
of
Series
B-3
Stock
for
$128,118.
•
Cox
purchased
3,166
shares
of
Series
B-3
Stock
for
$6,406.
•
Mr.
Marshak
purchased
3,166
shares
of
Series
B-3
Stock
for
$6,406.
Amended
and
Restated
Registration
Rights
Agreement
On
the
Closing
Date,
in
connection
with
the
consummation
of
the
Business
Combination
and
as
contemplated
by
the Merger Agreement, TriSalus, Sponsor, the members of the Sponsor, and the directors and officers and certain former stockholders of Legacy TriSalus entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”). Pursuant to the Amended and Restated Registration Rights Agreement, the Company agreed to file, not later than 45 days after the Closing Date, a registration statement to register for resale, pursuant to Rule 415 under the Securities Act, certain TriSalus securities that are held by the parties thereto (the “Registrable Securities”). Pursuant to the Amended and Restated Registration Rights Agreement, subject to certain requirements and customary conditions, the Company also grants piggyback registration rights and demand registration rights to the parties thereto, will pay certain expenses related to such registration and will indemnify the parties thereto against certain liabilities related to such registration. The Amended and Restated Registration Rights Agreement will terminate with respect to any party thereto, on the date that such party no longer holds any Registrable Securities.
Placement
Agent
Services
from
Ceros
We engaged Ceros, an SEC registered broker/dealer and FINRA member firm, to act as our placement agent for the non-institutional
equity
financing
component
of
the
Future
PIPE
Investment
that
resulted
in
our
entry
into
the
Subscription Agreements as part of the Preferred Stock PIPE Investment. Christopher Dewey, our former Chief Executive Officer and director, as well as a Managing Member of the Sponsor, is a Managing Director of Ceros. In consideration for its services as placement agent, Ceros received a fee from the Sponsor equal to 10% of the gross proceeds received by us in the Preferred Stock PIPE Investment (excluding amounts raised from stockholders or members of the Company, the Sponsor, Legacy TriSalus, or their affiliates and certain designees) plus expense reimbursement. As part of the engagement, the Sponsor paid the entirety of such placement agent fees and Ceros has agreed that we shall not be responsible or liable for any portion of such payment. Ceros’ placement agent fees were contingent upon the completion of the Preferred Stock PIPE Investment, which closed in connection with the Business Combination.
53
Working
Capital
Loans
In order to fund working capital deficiencies or finance transaction costs in connection with negotiating and consummating an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors loaned to us additional funds as may be required (“Working Capital Loans”). At the Closing of the Business Combination,
we
repaid
the
Working
Capital
Loans
out
of
the
proceeds
of
the
Trust
Account
released
to
us
(subject
to
the MTAC Transaction Expenses Cap).
Promissory
Notes
—
Related
Party
Extension
Loan
s
At the special meeting of MTAC stockholders held on December 12, 2022 (the “First Extension Meeting”), the stockholders approved an amendment to MTAC’s then-current charter (the “First Extension Amendment”), which extended the date by which MTAC was required to (i) consummate an initial business combination or (ii) dissolve and liquidate, from December 22, 2022 to June 22, 2023. In connection with the First Extension Amendment, the Sponsor agreed to, among other things, deposit, or cause the deposit of, $0.04 for each of the 1,953,422 public shares that were not redeemed
in
connection
with
the
First
Extension
Meeting,
for
a
monthly
contribution
into
the
Trust
Account
of
$78,136.88 and an aggregate contribution of $468,821.28.
At the special meeting of MTAC stockholders held on June 12, 2023 (the “Second Extension Meeting”), the stockholders approved an amendment to MTAC’s then-current charter (the “Second Extension Amendment”), which extended the date by which MTAC was required to (i) consummate an initial business combination or (ii) dissolve and liquidate, from June 22, 2023 to September 22, 2023. In connection with the Second Extension Amendment, the Sponsor agreed
to,
among
other
things,
deposit,
or
cause
the
deposit
of,
$0.04
for
each
of
the
1,144,794
public
shares
that
were
not redeemed in connection with the Second Extension Meeting, for a monthly contribution into the Trust Account of $45,791.76
and
an
aggregate
contribution
of
$91,583.52.
Pursuant
to
the
Merger
Agreement,
Legacy
TriSalus
agreed
to
pay
for,
as
a
transaction
expense
and
not
as
a
loan,
50% of the Sponsors contributions into the Trust Account until the earliest to occur of (i) the Closing and (ii) the valid termination of the Merger Agreement.
When we completed the Business Combination, we repaid the Sponsor Notes (representing the Sponsor’s allocable 50%
portion
of
the
contributions
into
the
Trust
Account)
out
of
the
proceeds
of
the
Trust
Account
released
to
us
(subject,
in the case of the Business Combination, to the MTAC Transaction Expenses Cap).
54
OTHER INFORMATION FOR STOCKHOLDERS
Stockholder Proposals for the 2026 Annual Meeting of Stockholders
Stockholders of the Company may submit proposals that they believe should be voted upon at the Company’s annual meeting of Stockholders or nominate people for election to the Board.
Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals and nomination meeting certain requirements may be eligible for inclusion in the Company’s proxy statement for the Company’s 2026 Annual Meeting of Stockholders. To be eligible for inclusion in the Company’s 2026 proxy statement, any such stockholder proposals or nomination must be submitted in writing to the Secretary at the principal executive officers of the Company no later than December 31, 2025, in addition to complying with certain rules and regulations promulgated by the SEC. The submission of a stockholder proposal does not guarantee that it will be included in the Company’s proxy statement.
Alternatively, in accordance with the “advance notice” provisions of our bylaws, stockholders seeking to present a stockholder proposal or nomination at the Company’s 2026 Annual Meeting of Stockholders, without having it included in the Company’s proxy statement, must timely submit notice of such proposal or nomination. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the first anniversary of the date the definitive proxy was first sent to stockholders in connection with the 2025 Annual Meeting of Stockholders, unless the date of the 2026 Annual Meeting of Stockholders is advanced by more than 30 days or delayed by more than 70 days from the anniversary of the 2025 Annual Meeting of Stockholders. For the Company’s 2026 Annual Meeting of Stockholders, this means that any such proposal or nomination must be submitted no earlier than November 12, 2025, and no later than February 12, 2026. If the date of the 2026 Annual Meeting of Stockholders is advanced by more than 30 days or delayed by more than 70 days from the anniversary of the 2025 Annual Meeting of Stockholders, the stockholder must submit any such proposal or nomination no earlier than the close of business on the 120th day prior to the 2026 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to the 2026 Annual Meeting of Stockholders, or if later than the 90th day prior to such annual meeting the 10th day following the day on which public announcement of the date of the 2026 Annual Meeting of Stockholders is first made by the Company.
Notices of any proposals or nominations for the Company’s 2026 Annual Meeting of Stockholders should be sent to the Secretary of the Company at 6272 W. 91
st
Ave., Westminster, CO 80031.
Householding of Proxy Materials
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if you are receiving duplicate copies of these materials and wish to have householding apply, please notify your broker.
Additional Filings
We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website
https://trisaluslifesci.com/
and click on “Investors” under “Financials” under the “SEC Filings” heading. Copies of our Annual Report on Form 10-K for the year ended December 31, 2023, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders by contacting TriSalus Life Sciences, Inc. by mail at 6272 W. 91
st
Ave., Westminster, CO 80031, by telephone at (888) 321-5212, or by email a
t
investor.relations@trisaluslifesci.com.
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OTHER MATTERS
Our Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgement. Discretionary authority for them to do so is provided for in the proxy card and other forms of proxy.
By Order of the Board of Directors
| /s/ James Young | ||
| James Young | ||
| Chief Financial Officer | ||
| Westminster, CO | ||
|
April 30, 2025
|
||
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TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTINGEXPLANATORY NOTEPROPOSAL 1:ELECTION OF DIRECTORSNominees for Election to the Board of DirectorsOur Board of DirectorsThe Board of Directors and Certain Governance MattersDirector Nomination Process and QualificationsNominations by StockholdersBoard DiversityDirector Independence and Independence DeterminationsBoard Leadership StructureBoards Role in Risk OversightBoard and Committee Meetings and AttendanceBoard CommitteesCommittee Charters and Corporate Governance GuidelinesBoards Oversight of StrategyCommunications with the BoardCode of Business Conduct and EthicsHedging PolicyPROPOSAL 2:RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPrincipal Accountant Fees and ServicesPre-Approval Policies and ProceduresAudit Committee ReportEXECUTIVE OFFICERSEXECUTIVE COMPENSATIONSummary Compensation TableNarrative Disclosure Summary Compensation TableOutstanding Equity AwardsEmployment Arrangements with Executive OfficersPotential PaymentsRelease of Material Nonpublic InformationNon-Employee Director CompensationNon-Employee Director Compensation PolicyEquity Incentive PlansEmerging Growth CompanyEQUITY COMPENSATION PLAN INFORMATION ....................................................................................................SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTDELINQUENT SECTION 16