Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-04-22

ELUTIA INC. (ELUT)

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
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CEO pay percentile vs peers
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CEO-to-median pay ratio
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Say-on-pay support, latest vote

Ask our research desk, 24h, every figure cited to its filing.

Sample answer — “What is the CEO’s total compensation?”
- C. Randal Mills (President and Chief Executive Officer), FY2025 total compensation $1,344,284 (base salary $600,000) [exec_comp, SEC accession 0001104659-26-046897, filed 2026-04-22]
01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
C. Randal Mills$600,000———$738,000—$6,284$1,344,284
President and Chief Executive Officer
Matthew Ferguson385,000———355,163—6,864747,027
Chief Financial Officer
Michelle Williams355,000———327,488—6,214688,702
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
C. Randal Mills$1,344,284$4,536,157—↓ −3,191,873
Matthew Ferguson747,0271,809,632—↓ −1,062,605
Michelle Williams688,7021,597,484—↓ −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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Companies that benchmark against ELUT
1 company names ELUT as a compensation peer

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.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Matthew FergusonOption1,9375.08—
Michelle WilliamsOption54,1663.61—
C. Randal MillsRSU108,333—74,750
C. Randal MillsOption117,3613.61—
C. Randal MillsRSU89,894—62,027
Michelle WilliamsOption22,5007.16—
Michelle WilliamsRSU50,000—34,500
Matthew FergusonRSU50,000—34,500
C. Randal MillsOption22,8136.39—
C. Randal MillsRSU162,500—112,125
C. Randal MillsRSU22,473—15,506
Matthew FergusonOption54,1663.61—
05

Incentive-plan design — the Compensation Discussion & Analysis

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 policytrue
Anti-hedgingtrue
Anti-pledgingtrue
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Kevin RakinIndependent · Board Chair · Lead Independent Director · Compensation Committee$200,000$0$121,500—$321,500$321,500
Guido NeelsIndependent · Audit Committee · Newly elected126,0000126,000—70,250196,250
Brigid A. MakesIndependent · Audit Committee (Chair) · Compensation Committee (Chair) · Nominating and Corporate Governance Committee80,000081,000—161,000161,000
Maybelle JordanIndependent · Nominating/Governance · Audit · Departed during FY60,000081,000—141,000141,000
David ColpmanIndependent · Audit Committee · Compensation Committee · Nominating and Corporate Governance Committee (Chair)57,500081,000—138,500138,500
W. Matthew ZugaIndependent · Departed during FY41,593081,000—122,593122,593
C. Randal Mills, Ph.DEmployee director—————0
09

Board fee structure and ownership guideline

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—
09b

Total cost of the board

ComponentFY2025
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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1ELUTIA INC.2025C. 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.

10d

Frequently asked questions

Who was the highest-paid executive at ELUTIA INC. in fiscal 2025?
As disclosed, C. Randal Mills (President and Chief Executive Officer) was the highest-paid executive at ELUTIA INC. in fiscal 2025, with total compensation of $1,344,284.
How much does ELUTIA INC. spend in total on board compensation for fiscal 2025?
As disclosed, ELUTIA INC. reported total board compensation of $1,519,936 for fiscal 2025.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, C. Randal MillsDEF 14A2026-04-220001104659-26-046897Section “Summary Compensation Table” · page 34. As printed: 1,344,284. Filing ↗
2Section 01, Matthew FergusonDEF 14A2026-04-220001104659-26-046897Section “Summary Compensation Table” · page 34. As printed: 747,027. Filing ↗
3Section 01, Michelle WilliamsDEF 14A2026-04-220001104659-26-046897Section “Summary Compensation Table” · page 34. As printed: 688,702. Filing ↗
4Section 08, Kevin RakinDEF 14A2026-04-220001104659-26-046897Section “Director Compensation”. As printed: 321,500. Filing ↗machine: span 1089093–1089282
5Section 08, Guido NeelsDEF 14A2026-04-220001104659-26-046897Section “Director Compensation”. As printed: 196,250. Filing ↗machine: span 1099044–1099233
6Section 08, Brigid A. MakesDEF 14A2026-04-220001104659-26-046897Section “Director Compensation”. As printed: 161,000. Filing ↗machine: span 1096493–1096682
7Section 08, Maybelle JordanDEF 14A2026-04-220001104659-26-046897Section “Director Compensation”. As printed: 141,000. Filing ↗machine: span 1094177–1094366
8Section 08, David ColpmanDEF 14A2026-04-220001104659-26-046897Section “Director Compensation”. As printed: 138,500. Filing ↗machine: span 1091404–1091593
9Section 08, W. Matthew ZugaDEF 14A2026-04-220001104659-26-046897Section “Director Compensation”. As printed: 122,593. Filing ↗machine: span 1101427–1101616
10Section 08, C. Randal Mills, Ph.DDEF 14A2026-04-220001104659-26-046897Section “Director Compensation”. As printed: 0. Filing ↗
11Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
12Section 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
13ELUTIA INC. (subject), Section 10b CEO totalDEF 14A2026-04-220001104659-26-046897CEO total compensation as printed in ELUTIA INC.'s own proxy. As printed: 1,344,284. Filing ↗

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