Matthew Ferguson
About Matthew Ferguson
Matthew Ferguson is Chief Financial Officer of Elutia (ELUT) and has served in this role since September 2020; he is 57 years old as of April 4, 2025 . His education includes an MBA from UC Berkeley, an MS in Mechanical Engineering from the University of Pennsylvania, and a BS in Civil Engineering from Stanford University . 2024 executive bonuses were discretionary and expected to be based on Company performance relative to regulatory, commercial, operational and financial objectives; specific payouts were not yet approved in the proxy . The Company has adopted a Nasdaq-compliant clawback policy for erroneously awarded incentive compensation covering a three-year lookback .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bossa Nova Robotics | Chief Financial Officer | Sep 2018 – Jul 2020 | Private robotics firm serving major retailers; CFO responsibilities |
| Avinger, Inc. | Chief Financial Officer; Chief Business Officer; Co-President | Jan 2011 – Aug 2018 | Public cardiovascular device company; senior operating and finance leadership |
| Tethys Bioscience | Chief Financial Officer | 2009 – 2010 | Molecular diagnostics for cardiometabolic conditions |
| Proteolix | Chief Financial Officer | 2008 – 2009 | Biotech developing treatments for cancer/autoimmune diseases |
| FoxHollow Technologies | CFO & VP Finance and Business Development | 2002 – 2007 (through merger with ev3) | Public medical device company; finance and BD through merger |
External Roles
No public company directorships or external board roles are disclosed for Mr. Ferguson in the latest proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus/NEIP ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 357,000 | 45% | 160,650 | 3,427 | 521,077 |
| 2024 | 385,000 | 45% | — (not approved yet) | 3,427 | 1,809,632 |
Notes:
- Ferguson Employment Agreement: initial annual base salary $350,000; increased to $357,000 (Mar 2022) and to $385,000 effective Jan 1, 2024; target bonus 45% of base salary .
- 2024 bonuses were discretionary and not yet approved at proxy filing; hence no NEIP amounts shown for 2024 .
- Perquisites did not exceed $10,000; all other comp comprises 401(k) match and insurance premiums .
Performance Compensation
Equity Grants and Vesting (2024 awards)
| Grant Date | Instrument | Shares | Vesting Schedule / Triggers | Notes |
|---|---|---|---|---|
| Jan 31, 2024 | Stock Options | 200,000 | 25% on 10th business day following FDA clearance of EluPro; 75% time-based over 3 years in equal monthly installments after grant | Exercise price $3.61; see outstanding awards |
| Jan 31, 2024 | RSUs | 200,000 | 25% on 10th business day after FDA clearance of EluPro; 75% time-based over 3 years: 1/6 on Jun 10, 2024; 1/12 quarterly thereafter on Sep 10, 2024; Dec 10, 2024; Mar 10, 2025; Jun 10, 2025; Sep 10, 2025; Dec 10, 2025; Mar 10, 2026; Jun 10, 2026; Sep 10, 2026; Dec 10, 2026; if FDA clearance falls in a closed window, vest delayed to next open window | FDA clearance occurred June 2024 in a closed trading window; 25% performance tranche vested in Aug 2024 |
| Jan 31, 2024 | RSUs | 50,000 | 34% on Sep 10, 2024; 33% on Mar 10, 2025; 33% on Sep 10, 2025 | Standard award agreement |
Outstanding Equity and Options (as of Dec 31, 2024 per proxy tables)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|
| Oct 8, 2020 | 81,800 | — | 17.00 | Oct 8, 2030 | — | — |
| Mar 8, 2021 | 28,969 | 1,931 | 14.53 | Mar 8, 2031 | 1,287 | 4,813 |
| Mar 8, 2022 | 21,313 | 9,687 | 5.08 | Mar 7, 2032 | — | — |
| Jan 31, 2024 (grant A) | 50,000 | — | 3.61 | Jan 30, 2034 | — | — |
| Jan 31, 2024 (grant B) | 45,834 | 104,166 | 3.61 | Jan 30, 2034 | — | — |
| Jan 31, 2024 RSUs | — | — | — | — | 100,000 | 373,996 |
| Jan 31, 2024 RSUs (50k award) | — | — | — | — | 33,000 | 123,420 |
Pay Mix and 2024 Grant Fair Value
| Year | Stock Awards ($) | Option Awards ($) |
|---|---|---|
| 2024 | 902,500 | 518,705 |
| 2023 | — | — |
Annual Cash Bonus Plan (2024 design)
| Metric Category | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Regulatory, commercial, operational, financial objectives | Discretionary | Committee-approved annual plan goals | Not disclosed; bonuses not yet approved at filing | Not disclosed | CFO target bonus 45% of base salary |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Class A Shares) | % of Class A | % of A + B | Notes |
|---|---|---|---|---|
| Apr 11, 2024 | 266,840 | 1.3% | 1.1% | Shares outstanding: 20,036,508 Class A; 4,313,406 Class B |
| Mar 17, 2025 | 590,828 | 1.6% | 1.4% | Shares outstanding: 36,552,348 Class A; 4,313,406 Class B |
- Anti-hedging and pledging: Company policy prohibits executives from hedging or pledging Company stock; Section 16 transactions require pre-approval by the CFO; pledging is prohibited .
- Stock ownership guidelines for executives: No multiples-of-salary guideline disclosure found in the proxy sections reviewed .
Employment Terms
| Provision | Term |
|---|---|
| Base salary and bonus target | $385,000 salary effective Jan 1, 2024; target bonus 45% of base salary; initial salary $350,000; raised to $357,000 (Mar 2022) |
| Severance (without cause or for Good Reason) | 12 months base salary plus Company share of COBRA premiums for 12 months, subject to release |
| Change-in-Control (termination within 12 months post-CoC) | 12 months base salary; 100% of target annual bonus; COBRA premiums for 12 months; full acceleration of outstanding equity awards |
| Restrictive covenants | One-year post-employment non-compete and non-solicitation of employees/customers; confidentiality/IP assignment |
| Good Reason definition | Material reduction in job responsibilities or salary; or relocation beyond 50 miles without consent, with notice/cure mechanics |
| Clawback policy | Excess Incentive-Based Compensation Recoupment Policy compliant with Nasdaq Rule 5608; three-year lookback for erroneous awards |
Performance & Track Record
- FDA clearance of EluPro occurred in June 2024; the 25% performance-vesting tranche on certain 2024 option/RSU grants vested based on this event, with actual vesting in August 2024 due to trading window timing . The Company announced FDA clearance of EluPro on June 17, 2024 .
- Capital formation: Registered direct offering of $132.6 million announced June 18, 2024 ; $150 million registered direct offering announced Feb 4, 2025 .
- Commercial execution: Transition to direct distribution of cardiovascular products disclosed May 6, 2025 ; multiple 8-Ks highlight strong quarterly performance in 2024–2025 .
- Portfolio shaping: Sale of BioEnvelope business to Boston Scientific announced Sep 9, 2025 and closing announced Oct 7, 2025 .
Investment Implications
- Pay-for-performance alignment: 2024 equity awards for the CFO include explicit performance triggers tied to FDA clearance of EluPro and time-based vesting over three years, creating near-term and ongoing vesting supply; performance-based vest vesting in Aug 2024 suggests a realized milestone, with continued quarterly vesting through Dec 2026 .
- Retention and CoC economics: Double-trigger CoC benefits with full acceleration of equity plus 12 months salary and 100% target bonus may incentivize stability pre-transaction but increase dilution risk upon change-in-control; one-year non-compete/non-solicit mitigates post-departure competitive risk .
- Ownership and alignment: Beneficial ownership increased from 266,840 shares (Apr 2024) to 590,828 shares (Mar 2025), reflecting additional grants/vesting; anti-hedging/pledging policy reduces alignment red flags; absence of disclosed executive stock ownership multiples lessens formal holding pressure .
- Bonus metrics and discretion: 2024 bonuses were discretionary and framed around regulatory/commercial/operational/financial goals; lack of specific pre-set metric weights/payouts reduces transparency for pay-for-performance, elevating governance and incentive risk if sustained .