Brigid A. Makes

About Brigid A. Makes

Brigid A. Makes (age 69) has served as an independent director of Elutia Inc. since September 2020; she is currently CFO of Vivani Medical and holds an MBA from Bentley University and a Bachelor of Commerce (Finance & International Business) from McGill University . Her board tenure places her in Class II and she is nominated for re‑election to a term expiring at the 2028 annual meeting .

Past Roles

External Roles

• Interlock: Quantum‑Si also has Elutia Executive Chairman Kevin Rakin on its board and nominating/governance committee since 2021, creating an information‑flow and potential influence link across boards .

Board Governance

• Independence: The Board determined Brigid A. Makes qualifies as “independent” under Nasdaq rules .
• Committee assignments (current):
  • Audit Committee: Chair
  • Compensation Committee: Chair
  • Nominating & Corporate Governance Committee: Member
• Meetings and attendance:
  • 2024 meetings held: Board (4), Audit (4), Compensation (1), Nominating & Corporate Governance (1)
  • Directors attended ≥75% of aggregate Board and committee meetings in 2024; however, Ms. Makes did not attend the 2024 annual meeting of stockholders (others did) .
• Executive sessions: Independent directors meet privately at least twice a year .
• Anti‑hedging/pledging: Company policy prohibits hedging and pledging of Elutia securities by directors .
• Clawback: Excess Incentive‑Based Compensation Recoupment Policy adopted per Nasdaq Listing Rule 5608 (three‑year lookback for restatements) .

Fixed Compensation

Performance Compensation

• Annual director equity policy: Each non‑employee director receives an annual equity award with grant‑date fair value of $81,000; vests in full on the date of the next annual meeting; subject to accelerated vesting on change‑of‑control; Board may reduce grant sizes per 2023 amendment .
• No explicit performance metrics (TSR/EBITDA/ESG) apply to director equity; awards are time‑based to the annual meeting rather than performance‑conditioned .

Other Directorships & Interlocks

• Interlock risk: Overlap with Elutia Executive Chairman Kevin Rakin on Quantum‑Si board may create perceived influence or information‑sharing channels across companies .

Expertise & Qualifications

• Audit committee financial expert designation: The Board determined Ms. Makes qualifies as an “audit committee financial expert” (Item 407(d)(5) of Regulation S‑K) and possesses requisite Nasdaq financial sophistication .
• Finance leadership across public medtech/biotech companies; deep experience in SEC reporting, capital markets, and internal controls .

Equity Ownership

• Options outstanding at FY‑end: Directors’ aggregate options are disclosed; Ms. Makes had 107,314 options outstanding at 12/31/2024 (exercisable and unexercisable combined) .
• Anti‑hedging/pledging policy enhances alignment; no pledges permitted .

Governance Assessment

• Strengths:
  • Independent director with significant public‑company CFO experience and designated audit committee financial expert; chairs both Audit and Compensation committees, indicating trust in oversight capabilities .
  • Director compensation is modest relative to peers; equity awards vest to next annual meeting, aligning tenure with shareholder interests; anti‑hedging/pledging and clawback policies support investor alignment .
• Risks/RED FLAGS:
  • Concentration of committee leadership: Simultaneous chair roles on Audit and Compensation may create oversight workload concentration and potential independence optics, particularly in sensitive areas (financial reporting and pay) .
  • Attendance signal: Did not attend the 2024 annual meeting of stockholders while other directors did; although overall meeting attendance thresholds were met, missing the annual meeting can be perceived negatively by some investors .
  • Interlocks: Quantum‑Si board overlap with Elutia’s Executive Chairman Kevin Rakin; while both are designated independent at Elutia, such interlocks can raise conflict‑of‑interest concerns and influence perceptions (mitigated by Elutia’s related‑party policies and independence determinations) .
• Related‑party controls:
  • Formal policy requiring audit committee review/approval of related‑party transactions; board members must recuse if a related person; recent HighCape‑related legal fees (~$17k) approved given indirect company benefit .

Director Compensation (Detail for B. Makes, 2024)

Insider Trades (Form 4 Highlights)

Signals for Investors

• Board effectiveness: Ms. Makes’ dual committee chair roles plus audit expert designation suggest strong technical oversight in finance and compensation; investors should monitor workload balance and ensure continued robust challenge to management .
• Alignment: Ongoing equity grants and small direct holdings create alignment; company prohibits hedging/pledging and maintains clawback policy, reducing misalignment risk .
• Conflicts: Quantum‑Si interlock with Executive Chairman and HighCape’s historical influence (now transitioned) merit continued scrutiny; Elutia reports compliance with Nasdaq governance requirements since Jan 4, 2024, and independence determinations for board members (including Rakin and Zuga) .

Overall, Ms. Makes brings seasoned financial governance to Elutia with independent status and audit expertise; the primary watch‑item is concentration of committee leadership and one annual‑meeting absence, alongside monitoring of interlocks for any perceived conflicts .