Guido Neels
About Guido Neels
Guido J. Neels was appointed to Elutia’s Board on October 9, 2025 and serves on the Audit Committee. He is an Operating Partner at EW Healthcare Partners; previously Chief Operating Officer of Guidant Corporation and held management roles at Eli Lilly. He holds a Business Engineering degree from KU Leuven and an MBA from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidant Corporation | Chief Operating Officer; previously VP Global Marketing (Vascular Intervention) and VP Europe, Canada and Africa | Prior to joining EW | Led operations of four divisions; oversaw sales ops, corp comms, marketing, IR, government relations |
| Eli Lilly & Company | General management, sales and marketing roles | Prior to Guidant | U.S. and Europe leadership roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| EW Healthcare Partners | Operating Partner | Current | Built and led device investing practice |
| Bioventus | Director | Current | EW growth equity portfolio company |
| Enercon Technologies | Director | Current | EW growth equity portfolio company |
| Impulse Dynamics | Director | Current | Medtech board service |
| Corvista | Director | Current | Medtech board service |
Board Governance
- Committee memberships: Audit Committee member at Elutia .
- Independence: Audit Committee membership typically requires independence under Nasdaq; Elutia historically affirms committee member independence, though the 8-K did not explicitly state independence for Mr. Neels .
- Tenure: Director since October 9, 2025 .
- Attendance: No post-appointment attendance disclosed yet; the company reported all directors met ≥75% attendance in 2024 (pre-dating Mr. Neels) .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual director cash retainer | $40,000 (earned quarterly) | Policy |
| Audit Committee membership fee | $10,000 (earned quarterly) | Policy |
| Annual equity award | Grant-date fair value $81,000; vests in full at next annual meeting; subject to change by Board | Policy |
| Initial option award (new director) | Board discretion; policy references $126,000 grant-date FV baseline | Policy |
Notes: Elutia may pay board service fees in cash or Class A common stock; Board has discretion to size option grants .
Performance Compensation
| Instrument | Grant Date | Size/Price | Vesting | Notes |
|---|---|---|---|---|
| Stock Options (Director appointment) | Oct 9, 2025 | 171,916 options @ $0.88 strike | One-third annually on each of the first three anniversaries; fully vested 10/9/2028 | Granted under 2020 Plan, consistent with non-employee director policy |
| RSUs (Consulting) | Dec 20, 2023 | 50,000 RSUs | Eight equal installments starting Mar 1, 2024 then every 3 months through Dec 1, 2025 | Granted under consulting agreement; settle in Class A shares |
| RSUs (Consulting) | Mar 5, 2025 | 25,000 RSUs | Four equal installments starting Mar 10, 2025 then every 3 months through Dec 10, 2025 | Granted under consulting agreement; settle in Class A shares |
Amendment: Consulting agreement terminated effective Nov 11, 2025; RSUs continue to vest on original schedule provided Mr. Neels remains a director at each vest date .
Other Directorships & Interlocks
| Company | Relationship to Elutia | Interlock/Conflict Notes |
|---|---|---|
| Bioventus, Impulse Dynamics, Corvista, Enercon Technologies | No disclosed transactions with Elutia | Monitor for future related-party interactions; none disclosed to date . |
Expertise & Qualifications
- 40+ years medtech leadership (operations, commercial, regulatory interfaces); prior COO of Guidant .
- Investment and board governance experience via EW Healthcare Partners and multiple medtech boards .
- Education: Business Engineering (KU Leuven), MBA (Stanford) .
Equity Ownership
| Security | Amount | Ownership Form | Key Dates | Source |
|---|---|---|---|---|
| Class A Common Stock | 62,500 | Direct (D) | Event date 10/09/2025 (Form 3) | |
| Director Options | 171,916 @ $0.88 | Direct (D) | Granted 10/09/2025; vests over 3 years | |
| RSUs (Consulting) | 50,000 total | Direct (D) | Granted 12/20/2023; vest Mar 1, 2024–Dec 1, 2025 | |
| RSUs (Consulting) | 25,000 total | Direct (D) | Granted 03/05/2025; vest Mar 10, 2025–Dec 10, 2025 |
Policy alignment:
- Anti-hedging and anti-pledging: Elutia prohibits hedging and pledging of company securities by directors .
Governance Assessment
- Board effectiveness: Addition of a seasoned medtech operator to the Audit Committee strengthens financial oversight and operational rigor during Elutia’s strategic pivot post-BioEnvelope divestiture .
- Independence and engagement: Audit Committee service implies independence under Nasdaq standards; Form 3 and Power of Attorney filing demonstrate timely Section 16 compliance setup .
- Compensation/ownership alignment: Mix includes standard non-employee director cash/equity plus a time-based option grant sized to align long-term value creation; RSUs originated from a pre-board consulting role and now continue vesting contingent on ongoing board service, preserving alignment without cash outlay .
- Related-party/Conflicts:
- Consulting agreement while later serving as director is a potential conflict vector; appropriately terminated upon board service with vesting conditioned on continuing directorship. Audit committee is responsible for approving related person transactions under company policy .
- No disclosed transactions involving EW Healthcare Partners portfolio companies with Elutia; continue monitoring for future Item 404 transactions .
- Risk indicators:
- No 10b5-1 plans adopted/terminated in Q3 2025 for directors or officers; reduces trading optics risk .
- Company-wide anti-hedging/pledging policy reduces alignment and collateral risk .
RED FLAGS
- Concurrent consulting-to-director transition with equity awards (RSUs) continuing to vest post-termination could raise perceived independence questions; mitigated by conditioning vesting on continued board service and by the company’s related-party transaction oversight process .
Director Compensation Policy Reference (for context)
| Item | Policy Term | Citation |
|---|---|---|
| Annual cash retainer | $40,000 | |
| Committee fees (member) | Audit $10,000; Compensation $7,500; Nominating/Gov $5,000 | |
| Committee chair fees | Audit $20,000; Compensation $15,000; Nominating/Gov $10,000 | |
| Equity | Annual option grant with $81,000 grant-date FV (Board discretion to size); initial award policy baseline $126,000 | |
| Payment form | Cash or Class A common stock; earned quarterly |
Insider Filings
| Filing | Date | Key Content |
|---|---|---|
| Form 3 (Initial) | Filed for event 10/09/2025 | 62,500 Class A shares D; RSU derivative positions reflected; Director relationship indicated |
| Power of Attorney | Sept 24, 2025 | Appoints attorneys-in-fact for SEC Section 16 filings (Forms 3/4/5) |
Appendix: Key Company Events (context)
- Elutia appointed Mr. Neels in conjunction with strategic transformation (BioEnvelope business sold to Boston Scientific for $88M; advancing NXT-41x program) .