C. Randal Mills
About C. Randal Mills
C. Randal Mills, Ph.D., age 53, is President & Chief Executive Officer of Elutia and a director since 2015 (CEO since August 2022; interim CEO June–August 2022). He holds a Ph.D. in Pharmaceutical Science and a B.S. in Microbiology from the University of Florida and previously led Sanford Burnham Prebys, the National Marrow Donor Program, the California Institute for Regenerative Medicine, and Osiris Therapeutics (where he commercialized five cell-therapy products and led an IPO). Recent company milestones under his tenure include FDA clearance and commercialization of EluPro in 2024 and a focus on regulatory, commercial, operational and financial objectives tied to incentive structures.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sanford Burnham Prebys Medical Discovery Institute | CEO & trustee | Jul 2020 – Apr 2022 | Led non-profit research institute operations and strategy. |
| National Marrow Donor Program (Be The Match) | CEO | Jul 2017 – Feb 2020 | Oversaw national bone marrow supply chain and clinical operations. |
| California Institute for Regenerative Medicine | CEO | May 2014 – Jul 2017 | Directed $3B state stem cell program funding and execution. |
| Osiris Therapeutics (Nasdaq: OSIR) | CEO | Jun 2004 – Dec 2013 | IPO; commercialized 5 cell-therapy products; more than $1.5B sales; later sold to Smith & Nephew for $660M. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Be The Match Foundation | Director | Jul 2017 – Feb 2020 | Non-profit board service supporting transplantation. |
| Tissue Banks International (KeraLink International) | Director | Aug 2007 – Dec 2019 | Governance for tissue banking operations. |
| Alliance for Regenerative Medicine | Director | Jan 2014 – Jan 2016 | Industry group leadership in regenerative medicine. |
| eXpanded eXistence, LLC | Approved external board on employment agreement | As of Jun 21, 2022 | Pre-approved board/advisory engagement under employment terms. |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 600,000 | 600,000 |
| Target Bonus (%) | 60% of salary | 60% of salary |
| Actual Bonus Paid ($) | 149,111 (guaranteed portion within first 12 months) + 210,889 discretionary bonus (approved Apr 2024) = 360,000 | |
| Stock Awards – Fair Value ($) | 1,085,464 | 2,311,156 |
| Option Awards – Fair Value ($) | — | 1,617,373 |
| All Other Compensation ($) | 5,423 (401k match + insurance premiums) | 7,628 (401k match + insurance premiums) |
| Total Compensation ($) | 2,050,887 | 4,536,157 |
Notes:
- 2023 annual cash bonus plan goals included business unit revenue/milestones (including Orthobiologics sale), R&D/FDA clearance, corporate cash/burn, and “wildcard” response to unexpected events; full target bonuses were paid based on committee determinations.
- The first 12 months of Mills’ employment guaranteed target bonus per his agreement.
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting Terms |
|---|---|---|---|---|---|
| 2024 CEO RSUs (650,000 sh) | Stock price hurdles ($6, $10, $14, $18, 20 consecutive trading days) | 25% | Achieve hurdles | Ongoing; hurdles lowered from prior awards in Jan 2024 | Vests 6.25% at each hurdle; plus other tranches below. |
| 2024 CEO RSUs (650,000 sh) | FDA clearance of EluPro | 25% | Clearance | Achieved; vesting executed in Aug 2024 due to trading window | Vests on 10th business day after clearance; delayed to next open window. |
| 2024 CEO RSUs (650,000 sh) | Time-based | 50% | Service | Ongoing | 1/6 on Jun 10, 2024; 1/12 quarterly on Sep 10, 2024; Dec 10, 2024; Mar 10, 2025; Jun 10, 2025; Sep 10, 2025; Dec 10, 2025; Mar 10, 2026; Jun 10, 2026; Sep 10, 2026; Dec 10, 2026. |
| 2024 CEO Options (650,000 sh) | Stock price hurdles ($6, $10, $14, $18, 20 consecutive trading days) | 25% | Achieve hurdles | Ongoing | 4 equal installments at hurdles; monthly time vesting for remainder. |
| 2024 CEO Options (650,000 sh) | FDA clearance of EluPro | 25% | Clearance | Achieved; options fully exercisable on 10th business day after clearance | Immediate vest per plan design. |
| 2024 CEO Options (650,000 sh) | Time-based | 50% | Service | Ongoing | Equal monthly installments over 3 years from grant. |
| 2022 CEO Options (456,278 sh) | Stock price hurdles (original $12.50/$17/$25/$37 → amended to $6/$10/$14/$18 Jan 31, 2024) | 40% | Achieve hurdles | Hurdles lowered Jan 2024 | Vest in equal installments upon hurdles; time-based tranches vest quarterly. |
| 2022 CEO RSUs (224,734 sh) | Stock price hurdles (amended to $6/$10/$14/$18 Jan 31, 2024) | 40% | Achieve hurdles | Ongoing | Equal installments upon hurdles; time-based tranches vest annually. |
| 2023 Annual Cash Bonus | Business unit goals; R&D/FDA; corporate cash/burn; wildcard events | Discretionary | Committee-set | Full target payout approved (paid Apr 2024) | Cash; not subject to vesting schedules. |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 843,016 Class A shares (2.3% of Class A; 2.1% of combined A+B) as of Mar 17, 2025. |
| Composition | 289,293 Class A shares; 553,723 options exercisable within 60 days; excludes 345,011 options and 252,394 performance RSUs not vesting within 60 days unless objectives achieved. |
| Key outstanding awards (Dec 31, 2024) | RSUs unvested: 216,666 sh (market value $810,331); Performance RSUs unvested: 162,500 sh (market value $607,750). Options: multiple tranches including performance-hurdle options and time-based options (see Outstanding Equity Awards table). |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging for directors/officers/employees. |
| Trading windows | Performance/fundamental vesting delayed to next open trading window when clearance occurs during blackout; EluPro clearance in June 2024 vested August 2024. |
Employment Terms
| Term | Provision |
|---|---|
| Employment start | Interim CEO Jun 21, 2022; CEO since Aug 2022. |
| Base salary & bonus | Base salary $600,000; target bonus 60% of base; first 12 months bonus guaranteed. |
| Agreement term | Initial period ending Jun 21, 2024; auto-renew for successive one-year periods. |
| Severance (no cause / good reason) | 12 months base salary + 100% target bonus, paid over 12 months; lump-sum COBRA equivalent (12x monthly charge); subject to release. |
| Change-in-control (double trigger, includes 3 months pre-CIC window) | Lump-sum: 18 months base salary + 150% target bonus + 18x COBRA; full acceleration of unvested equity; subject to release. |
| Non-compete | During employment only. |
| Non-solicit (employees/customers) | 12 months post-employment (employees/contractors); solicit/customer interference restricted during employment. |
| Exclusivity | Full-time; limited permitted external boards/teaching/writing; 1 for-profit board allowed subject to approval. |
| Good Reason definition | Material reduction in duties; material salary reduction; relocation >50 miles without consent; cure and notice periods apply. |
| Clawback | Nasdaq Rule 5608-compliant recoupment policy for erroneously awarded incentive comp (3-year lookback). |
| Tax gross-ups | None; no personal income tax gross-ups provided. |
| Benefits | 401(k) with company match; health and welfare benefits per plans. |
Board Governance
- Board composition: 6 directors; Mills is management director (not independent). Independent directors: David Colpman, Maybelle Jordan, Brigid A. Makes, Kevin Rakin, W. Matthew Zuga (determined independent in Jan 2024).
- Leadership: CEO and Executive Chair roles separated; Kevin Rakin is Executive Chairman and, since Jan 2024, also serves as Lead Independent Director.
- Committee memberships: Audit (Makes – Chair; Colpman; Jordan); Compensation (Makes – Chair; Colpman); Nominating/Governance (Jordan – Chair; Makes). Mills is not on board committees and ceased Audit/Compensation committee service upon becoming interim CEO in 2022.
- Attendance/executive sessions: In 2024, each director attended at least 75% of board/committee meetings; independent directors meet privately at least twice per year.
Director Compensation (For context; non-employee directors)
- Policy: Non-employee directors receive $40,000 annual fee; additional chair fees; annual equity grant targeted at $81,000; Executive Chair receives additional $200,000 cash and larger option grants; board may adjust grants and pay in stock or cash.
- 2024 non-employee director totals: Rakin $321,500; Makes $161,000; Jordan $141,000; Colpman $138,500; Zuga $121,000.
Compensation Structure Analysis
- Equity-heavy pay mix: 2024 awards substantially increased equity vs 2023, aligning compensation with stock price performance and EluPro regulatory milestones.
- Metric calibration: In January 2024, performance vesting hurdles on 2022 awards were amended downward from $12.50/$17/$25/$37 to $6/$10/$14/$18, improving realizability and retention incentives amid company trajectory.
- At-risk pay and clawback: Significant at-risk equity tied to stock performance and FDA milestones; clawback policy compliant with Nasdaq Rule 5608.
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for insiders, reducing misalignment risk from derivatives or collateralization.
- Related-party dynamics: HighCape-affiliated directors (Rakin, Zuga) and investors hold significant stakes and transact with the company (legal fee reimbursements; private placements with registration rights), requiring ongoing independent oversight (Audit Committee reviews).
- Option repricing/modification: 2022 performance award hurdles amended lower in Jan 2024; while enhancing retention, investors should assess rationale and disclosure integrity.
Say-on-Pay & Peer Group
- Not disclosed in available documents; no compensation consultant engaged in 2024; compensation committee comprised entirely of independent directors.
Investment Implications
- Alignment: Mills’ equity grants are meaningfully tied to stock price thresholds and EluPro regulatory success, creating clear pay-for-performance leverage; vesting schedules through 2026 imply potential periodic supply from RSU settlements, notably on Mar 10 and Jun 10, 2025, and quarterly thereafter.
- Retention/CIC economics: Double-trigger CIC protection (18 months salary + 1.5x target bonus + equity acceleration) reduces transition risk but adds cost in a sale scenario; standard severance (12 months + 100% target bonus) balances retention and shareholder interests.
- Governance quality: Separation of CEO and Chair roles with independent Lead Director, fully independent key committees, anti-hedging/pledging, and clawback policy strengthen oversight; continued monitoring warranted for related-party transactions and the 2024 performance hurdle modification.