Christopher Capelli

About Christopher Capelli

Dr. Christopher Capelli is an independent director of Autonomix Medical, Inc. (AMIX). He is a Research Fellow and Scientific Officer & Medical Device Advisor/Soliton at AbbVie’s Allergan Aesthetics R&D Surgical Devices; previously he was Vice Chairman of the Board, Chief Science Officer, and Co‑founder of Soliton, Inc. until AbbVie’s acquisition in December 2021 . He holds a BS in Mechanical Engineering from MIT and an MD from the University of Wisconsin, maintains a Wisconsin medical license, and is lead inventor of Soliton’s Rapid Acoustic Pulse technology with over 100 patents; the patent portfolio contributed to the creation of five companies with aggregate market capitalization over $36 billion . Age: 65 (as of August 26, 2025); listed as director in AMIX proxies for 2024 and 2025 .

Past Roles

External Roles

Board Governance

• Committee memberships and chair roles:
  • Audit Committee: Member; Chair is Jonathan P. Foster; committee members are independent and financially literate; cybersecurity risk oversight resides with the Audit Committee .
  • Compensation Committee: Member; Chair is Jonathan P. Foster; responsible for CEO/CFO compensation recommendations, board compensation review, and equity plan administration .
  • Nominating & Corporate Governance Committee: Member; Chair is David Robins; responsible for director qualifications, nominations, and governance policy review .
• Independence: The board determined all directors except Lori Bisson and Walter V. Klemp are independent under Nasdaq rules; Capelli is independent .
• Attendance and engagement: Each incumbent director attended >75% of board and committee meetings during fiscal 2025 (Board held 10 meetings; Audit 6; Compensation 6) and fiscal 2024 (Board 1; Audit 1) .
• Board leadership & risk oversight: Executive Chairman (Walter V. Klemp) and CEO (Brad Hauser) roles are separate; board leverages committees for risk oversight, including cybersecurity under Audit Committee .

Fixed Compensation

Director cash fee schedule (as disclosed):

• Non‑employee director annual compensation: $50,000; initial option grant upon appointment: 10‑year option to purchase 3,750 shares, vesting in three equal annual installments over three years (under the 2023 Stock Plan) .
• Additional committee compensation:
  • Chairs: Audit $15,000; Compensation $10,000; Nominating & Governance $7,500 .
  • Members (non‑chair): Audit $7,500; Compensation $5,000; Nominating & Governance $3,750 .

Note: The proxy text references “each non‑employee director receives annual compensation of $40,000” in addition to the $50,000 annual compensation, creating disclosure ambiguity on cash retainer structure. Actual fees earned for Capelli in fiscal 2025 were $56,250, indicating committee-based pay drove the total .

Performance Compensation

Performance metrics tied to director compensation:

Plan design safeguards (alignment signals):

• Repricing prohibited without stockholder approval; no discount awards; max term 10 years; dividends only on vested stock awards; non‑employee director annual compensation limits; no tax gross‑ups; fixed 10‑year plan term (to June 28, 2033) .

Other Directorships & Interlocks

• Interlocks/conflicts: No related‑party transactions involving Capelli are disclosed; a related‑party warrant issuance involved director David Robins (not Capelli) . Policies require Audit Committee pre‑approval of related‑party transactions per Item 404 thresholds .

Expertise & Qualifications

• Education: BS Mechanical Engineering (MIT); MD (University of Wisconsin); Wisconsin medical license .
• Technical/industry: Lead inventor of RAP technology; 100+ patents/applications; venture‑backed biomedical company formation experience .
• Board qualifications: Medical device development and commercialization expertise, aligning with AMIX’s device‑centric strategy .

Equity Ownership

• Ownership guidelines, hedging/pledging: No director stock ownership guidelines or hedging/pledging disclosures specific to directors are provided in the proxies .

Governance Assessment

• Positive signals:
  • Independent director serving on all three key committees (Audit, Compensation, Nominating & Governance) with strong medical device expertise; board affirms independence under Nasdaq rules .
  • Attendance discipline: >75% attendance with active committee work; board increased meeting cadence in fiscal 2025, indicating heightened governance engagement .
  • Equity alignment: Initial option grant with multi‑year vesting; plan prohibits repricing and tax gross‑ups, aligning with stockholder-friendly practices .
• Monitoring items:
  • Director cash compensation disclosure appears internally inconsistent ($50,000 annual compensation plus separate mention of $40,000 “annual compensation”); investors should seek clarification from the Compensation Committee to understand the cash retainer versus committee fee structure .
  • Board includes two non‑independent directors (Executive Chair and Executive Vice Chair), though overall majority independent; Audit Committee oversees cybersecurity, but continued scrutiny of independence and risk oversight remains prudent .
• Conflicts/related party:
  • No Capelli-specific related‑party transactions disclosed; Item 404 policy in place with Audit Committee pre‑approval. A related‑party warrant to an entity affiliated with another director (Robins) underscores the importance of committee oversight .

Overall, Dr. Capelli brings deep technical and commercialization expertise with acceptable independence and attendance metrics. Compensation alignment relies primarily on options with standard vesting; absence of RSUs/PSUs for directors and plan design safeguards reduce pay‑related red flags, though clarification on cash compensation components would enhance transparency .