CEO C. Randal Mills was paid $1,344,284 in fiscal year 2025 (SEC filing 0001104659-26-046897 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,344,284 C. Randal Mills total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
Ask our research desk, 24h, every figure cited to its filing.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| C. Randal Mills | $600,000 | — | — | — | $738,000 | — | $6,284 | $1,344,284 |
| President and Chief Executive Officer | ||||||||
| Matthew Ferguson | 385,000 | — | — | — | 355,163 | — | 6,864 | 747,027 |
| Chief Financial Officer | ||||||||
| Michelle Williams | 355,000 | — | — | — | 327,488 | — | 6,214 | 688,702 |
| Chief Scientific Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| C. Randal Mills | $1,344,284 | $4,536,157 | — | ↓ −3,191,873 |
| Matthew Ferguson | 747,027 | 1,809,632 | — | ↓ −1,062,605 |
| Michelle Williams | 688,702 | 1,597,484 | — | ↓ −908,782 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses ELUT in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named ELUT in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Matthew Ferguson | Option | 1,937 | 5.08 | — |
| Michelle Williams | Option | 54,166 | 3.61 | — |
| C. Randal Mills | RSU | 108,333 | — | 74,750 |
| C. Randal Mills | Option | 117,361 | 3.61 | — |
| C. Randal Mills | RSU | 89,894 | — | 62,027 |
| Michelle Williams | Option | 22,500 | 7.16 | — |
| Michelle Williams | RSU | 50,000 | — | 34,500 |
| Matthew Ferguson | RSU | 50,000 | — | 34,500 |
| C. Randal Mills | Option | 22,813 | 6.39 | — |
| C. Randal Mills | RSU | 162,500 | — | 112,125 |
| C. Randal Mills | RSU | 22,473 | — | 15,506 |
| Matthew Ferguson | Option | 54,166 | 3.61 | — |
The Company's compensation program is designed to attract and retain executive talent, which is fundamental to its success. Compensation consists of base salary, annual bonus, stock option awards, standard employee benefits, and a 401(k) plan, with elements selected to reflect the executive's skill set, experience, role, and responsibilities.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Kevin RakinIndependent · Board Chair · Lead Independent Director · Compensation Committee | $200,000 | $0 | $121,500 | — | $321,500 | $321,500 |
| Guido NeelsIndependent · Audit Committee · Newly elected | 126,000 | 0 | 126,000 | — | 70,250 | 196,250 |
| Brigid A. MakesIndependent · Audit Committee (Chair) · Compensation Committee (Chair) · Nominating and Corporate Governance Committee | 80,000 | 0 | 81,000 | — | 161,000 | 161,000 |
| Maybelle JordanIndependent · Nominating/Governance · Audit · Departed during FY | 60,000 | 0 | 81,000 | — | 141,000 | 141,000 |
| David ColpmanIndependent · Audit Committee · Compensation Committee · Nominating and Corporate Governance Committee (Chair) | 57,500 | 0 | 81,000 | — | 138,500 | 138,500 |
| W. Matthew ZugaIndependent · Departed during FY | 41,593 | 0 | 81,000 | — | 122,593 | 122,593 |
| C. Randal Mills, Ph.DEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $81,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $565,093 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $954,843 |
| Total cost of the board | $1,519,936 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | ELUTIA INC. | 2025 | C. Randal Mills | $600,000 | — | — | $738,000 | $1,344,284 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, C. Randal Mills | DEF 14A | 2026-04-22 | 0001104659-26-046897 | Section “Summary Compensation Table” · page 34. As printed: 1,344,284. Filing ↗ |
| 2 | Section 01, Matthew Ferguson | DEF 14A | 2026-04-22 | 0001104659-26-046897 | Section “Summary Compensation Table” · page 34. As printed: 747,027. Filing ↗ |
| 3 | Section 01, Michelle Williams | DEF 14A | 2026-04-22 | 0001104659-26-046897 | Section “Summary Compensation Table” · page 34. As printed: 688,702. Filing ↗ |
| 4 | Section 08, Kevin Rakin | DEF 14A | 2026-04-22 | 0001104659-26-046897 | Section “Director Compensation”. As printed: 321,500. Filing ↗machine: span 1089093–1089282 |
| 5 | Section 08, Guido Neels | DEF 14A | 2026-04-22 | 0001104659-26-046897 | Section “Director Compensation”. As printed: 196,250. Filing ↗machine: span 1099044–1099233 |
| 6 | Section 08, Brigid A. Makes | DEF 14A | 2026-04-22 | 0001104659-26-046897 | Section “Director Compensation”. As printed: 161,000. Filing ↗machine: span 1096493–1096682 |
| 7 | Section 08, Maybelle Jordan | DEF 14A | 2026-04-22 | 0001104659-26-046897 | Section “Director Compensation”. As printed: 141,000. Filing ↗machine: span 1094177–1094366 |
| 8 | Section 08, David Colpman | DEF 14A | 2026-04-22 | 0001104659-26-046897 | Section “Director Compensation”. As printed: 138,500. Filing ↗machine: span 1091404–1091593 |
| 9 | Section 08, W. Matthew Zuga | DEF 14A | 2026-04-22 | 0001104659-26-046897 | Section “Director Compensation”. As printed: 122,593. Filing ↗machine: span 1101427–1101616 |
| 10 | Section 08, C. Randal Mills, Ph.D | DEF 14A | 2026-04-22 | 0001104659-26-046897 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 12 | Section 09b board cost (computed) | Computed | — | — | Cash 565,093 + equity 0 + all other 954,843 = 1,519,936, summed across the director compensation table rows.machine: formula: Σ = 1,519,936 |
| 13 | ELUTIA INC. (subject), Section 10b CEO total | DEF 14A | 2026-04-22 | 0001104659-26-046897 | CEO total compensation as printed in ELUTIA INC.'s own proxy. As printed: 1,344,284. Filing ↗ |
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