C. Randal Mills

President and Chief Executive Officer at Elutia Inc

Board

Since August 2022

Age

53 years

Education

Holds a Ph.D. in Pharmaceutical Science and a B.S. in Microbiology from the University of Florida.

Tenure

Joined as a Board member in November 2015, served as Interim CEO in June 2022, and was appointed President and CEO in August 2022.

Also at Elutia Inc

Matthew Ferguson

Chief Financial Officer (CFO)

Michelle Williams

Chief Scientific Officer

About

Dr. Mills holds advanced academic credentials, having earned a Ph.D. in Pharmaceutical Science and a B.S. in Microbiology from the University of Florida. His strong educational foundation has supported a distinguished career in the healthcare and regenerative medicine sectors.

He began his association with ELUT by joining the Board of Directors in November 2015, later serving as Interim President and CEO in June 2022 before being promoted to President and CEO in August 2022. This progression underscores his increasing leadership role within the organization.

Prior to his current role at ELUT, he held several senior leadership positions at organizations such as Osiris Therapeutics, the California Institute for Regenerative Medicine, the National Marrow Donor Program, and Sanford Burnham Prebys Medical Discovery Institute, all of which have contributed to his expertise in advancing medical research and regenerative therapies.

$ELUT Performance Under C. Randal Mills

Past Roles

Organization	Role	Date Range	Details
Elutia	Interim President and Chief Executive Officer	June 2022 - August 2022	Promoted to current President and CEO
Sanford Burnham Prebys Medical Discovery Institute	Chief Executive Officer and Board Member	July 2020 - April 2022	Non-profit medical research institute
National Marrow Donor Program	Chief Executive Officer	July 2017 - February 2020	Nonprofit international organization providing bone marrow for transplantation
Be The Match Foundation	Board Member	July 2017 - February 2020
Tissue Banks International (now KeraLink International)	Board Member	August 2007 - December 2019
California Institute for Regenerative Medicine	Chief Executive Officer	May 2014 - July 2017	Created to fund stem cell research in California
Alliance for Regenerative Medicine	Board Member	January 2014 - January 2016
Osiris Therapeutics, Inc.	Chief Executive Officer	June 2004 - December 2013	Publicly traded regenerative medicine company

Fixed Compensation

Data from FY 2024

Component Name	Amount	Payment Schedule	Additional Details
Salary	$600,000	Annually (paid throughout 2024)	Base salary for 2024
Stock Awards	$2,311,156	One-time grant during 2024	RSUs granted with grant-date fair value computed per ASC 718
Option Awards	$1,617,373	One-time grant during 2024	Full grant-date fair value of stock options computed per ASC 718
All Other Compensation	$7,628	As applicable	Includes 401(k) match of $5,849 and Group Term Life/Disability premiums of $1,779
New CEO Incentive - Stock Options (Time-Based)	325,000 shares	Equal monthly installments over 3 years starting January 31, 2024	Exercise price of $3.61 per share (closing price on grant date)
New CEO Incentive - RSUs (Time-Based)	325,000 RSUs	1/6 vesting on June 10, 2024; remaining 5/6 vesting in 10 equal quarterly installments from September 10, 2024	Part of the 2020 Incentive Award Plan with fixed vesting schedule

Performance Compensation

Data from FY 2024

Amended Performance-Based Stock Options

Metric	Details
Grant Date	June 21, 2022 (original), Amended on January 31, 2024
Share Price Thresholds	Originally: $12.50, $17.00, $25.00, $37.00; Amended to: $6.00, $10.00, $14.00, $18.00 (20 consecutive trading days at each threshold)
Vesting Schedule	Equal installments upon achieving each threshold
Grant Date Fair Value	$1.63 (weighted average for 2023 grants)
Grant Date Stock Price (Amendment)	$3.61
Conditions	Continued service through each vesting date

Amended Performance-Based RSUs

Metric	Details
Grant Date	Authorized on June 21, 2022; Formally granted on April 27, 2023
Share Price Thresholds	Originally: $12.50, $17.00, $25.00, $37.00; Amended to: $6.00, $10.00, $14.00, $18.00 (20 consecutive trading days)
Vesting Schedule	Four equal installments upon reaching each threshold
Conditions	Vesting subject to continued service and blackout period adjustments

New CEO Incentive - Stock Options (Performance-Based Components)

Metric	Details
Grant Date	January 31, 2024
Total Grant Size	650,000 shares
FDA Clearance Component	162,500 stock options vest on the 10th business day following FDA clearance of CanGaroo®RM (target: June 2024; vested in August 2024 due to blackout period)
Share Price Performance Component	162,500 stock options vest ratably upon achieving thresholds of $6.00, $10.00, $14.00, and $18.00 for 20 consecutive trading days
Conditions	Vesting delayed if occurring during a blackout period; continued service required

New CEO Incentive - RSUs (Performance-Based Components)

Metric	Details
Grant Date	January 31, 2024
Total Grant Size	650,000 RSUs
FDA Clearance Component	162,500 RSUs vest on the 10th business day following FDA clearance of EluPro (target: June 2024; vested in August 2024 due to blackout period)
Share Price Performance Component	162,500 RSUs vest ratably upon achieving thresholds of $6.00, $10.00, $14.00, and $18.00 over 20 consecutive trading days
Conditions	Vesting subject to blackout period delays and continued service; fair value based on a stock price of $3.61