Kevin Rakin
About Kevin Rakin
Kevin Rakin (age 64) has served on Elutia’s board since 2015, currently as Executive Chairman (since June 2022). In January 2024, the board determined he qualifies as an independent director under Nasdaq rules; consistent with Elutia’s guidelines, he also serves as Lead Director. He co‑founded HighCape Partners and has extensive finance and life sciences leadership experience; education includes an MBA from Columbia University and B.Com/B.Com (Hons) from the University of Cape Town.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elutia Inc. | Chairman (2015–present); Executive Chairman (since Jun 2022) | 2015–present | Board leader; Lead Director since Jan 2024 after independence determination |
| HighCape Partners (affiliates) | Co‑founder, General Partner | Since 2013 | Affiliated investment funds are a 26.0% holder; governance implications and related‑party oversight |
| HighCape Capital Acquisition Corp. (SPAC) | CEO & Director | Jun 2020–Jun 2021 | Led SPAC that merged with Quantum‑Si in 2021 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quantum‑Si Inc. (NASDAQ) | Director; Nominating & Governance Committee member | Since 2021 | Public company board/committee experience |
| Nyxoah S.A. (Euronext/NASDAQ) | Director; Audit & Compensation Committees | Since 2016 | Financial oversight and compensation governance experience |
| Oramed Pharmaceuticals Inc. | Director; Audit & Compensation Committees | 2014–2022 | Prior public company governance experience |
| Histogenics Corp. | Director; Audit & Compensation Committees | 2012–2019 | Prior public company governance experience |
Board Governance
- Independence and leadership: The board determined Mr. Rakin is independent as of January 2024; under Elutia’s guidelines, the (independent) Chair serves as Lead Director, and he has served in that role since January 2024. The CEO and Chair roles are separated (CEO: Dr. Mills; Executive Chairman: Mr. Rakin).
- Committee assignments: He is not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees. Current committee chairs: Audit—Brigid Makes; Compensation—Brigid Makes; Nominating—Maybelle Jordan.
- Attendance and engagement: In 2024, each director attended at least 75% of board and applicable committee meetings; all directors except Brigid Makes attended the 2024 annual meeting. Executive sessions of non‑management and independent directors are held regularly (independent‑only at least twice per year).
- Governance enhancements: Elutia ceased “controlled company” status after its Dec 2022 equity offering and has been in full Nasdaq governance compliance since January 4, 2024.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $200,000 | Additional Executive Chairman compensation; earned quarterly; Executive Chair arrangement currently set to expire June 20, 2025 (has been extended previously) |
| Standard director fee (policy) | $40,000 | Non‑employee director annual fee per policy (structure reference) |
| Committee chair/member fees (policy) | $20,000 (Audit Chair); $15,000 (Comp Chair); $10,000 (N&G Chair); $10,000/$7,500/$5,000 (Audit/Comp/N&G member) | Policy structure; Mr. Rakin is not on committees |
Total director compensation earned by Mr. Rakin in 2024: $321,500 (cash $200,000; option awards grant‑date fair value $121,500).
Performance Compensation
| Equity Award | Grant Value | Vest/Terms | Change in Control Treatment |
|---|---|---|---|
| Annual non‑employee director stock options (2024) | $121,500 | Board approved 1.5× standard grant for Executive Chairman; annual director options vest in full at the next annual meeting, subject to service through the meeting date | Annual director equity accelerates upon a change in control under the director policy |
No performance metrics are attached to director equity awards; they are time‑based (service to next annual meeting).
Other Directorships & Interlocks
- Interlocks at Elutia: W. Matthew Zuga (director) is also a co‑founder and general partner of HighCape; Mr. Rakin and Mr. Zuga are managing members of HighCape general partners. David Colpman (director) advises HighCape Capital and served on the HighCape Acquisition SPAC board. These ties increase the need for rigorous related‑party oversight.
Expertise & Qualifications
- Finance and life sciences leadership (HighCape founder; multiple public company boards/committees).
- Committee experience at external boards: audit, compensation, nominating & governance.
- Education: MBA, Columbia University; B.Com and B.Com (Hons), University of Cape Town.
Equity Ownership
| Holder | Beneficial Ownership (Class A) | % of Class A | % of Class A + B | Notes |
|---|---|---|---|---|
| Kevin Rakin (including affiliated holdings) | 9,702,244 shares | 26.5% | 23.7% | Includes 9,520,232 shares held by HighCape entities (shared voting/dispositive power), 90,807 shares held by family trusts, and 91,205 options exercisable within 60 days. |
| Options outstanding (director total, 12/31/24) | 138,958 options | — | — | Aggregate options held by Mr. Rakin at FY‑end. |
Policy note: Elutia’s insider trading policy prohibits hedging and pledging of company securities by directors, officers, and employees.
Related‑Party Exposure
- HighCape shareholding and control history: HighCape entities beneficially own 26.0% of Class A; Elutia transitioned from “controlled company” status after Dec 2022 offering and has complied with full Nasdaq governance since Jan 2024.
- Transactions with HighCape/affiliates (since 1/1/2024):
- Approx. $17,000 of legal fees paid by Elutia for HighCape entities in Dec 2024 (audit committee authorized as indirectly beneficial to Elutia).
- 2023 Private Placement participations: HighCape purchased 1,401,051 common shares and 2,101,577 common warrants ($2.0M total).
- Indemnification: Standard director/officer indemnification agreements in place.
Governance Assessment
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Positives
- Independence determination and separation of Chair/CEO roles; Lead Director structure with regular executive sessions.
- Full compliance with Nasdaq governance requirements since Jan 4, 2024 following exit from controlled status.
- Clear anti‑hedging/anti‑pledging policy; director equity vests on service cadence; change‑in‑control acceleration is disclosed.
- Director attendance met at least 75% threshold in 2024; annual meeting attendance (2024) included Mr. Rakin.
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Risk indicators / RED FLAGS
- Significant affiliated ownership and interlocks: HighCape’s 26.0% stake coupled with Mr. Rakin’s and Mr. Zuga’s management roles at HighCape and board seats at Elutia heighten perceived conflict risk; related‑party payments (legal fees) and capital raises with HighCape participation underscore the need for robust audit committee oversight and recusals.
- Executive Chairman premiums: Additional $200,000 cash and 1.5× option grants concentrate compensation and influence in the chair role; while the board deems him independent, investors may scrutinize independence optics given HighCape ties.
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Process integrity notes
- Compensation Committee did not use an external compensation consultant in 2024 (boards sometimes engage independent advisors to mitigate perceived conflicts).
- Related‑party transactions are governed by a written policy with audit committee approval and director recusal requirements.
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Context on broader pay governance (management, not director): In Jan 2024 the Compensation Committee reduced CEO stock‑price vesting hurdles on prior awards (from $12.50/$17/$25/$37 to $6/$10/$14/$18), which can be viewed as a leniency signal; not directly tied to director pay but relevant to overall pay‑for‑performance posture.