Michelle Williams
About Michelle Williams
Michelle LeRoux Williams, Ph.D., 51, is Chief Scientific Officer (CSO) at Elutia, serving in the role since 2022. She holds a Ph.D. in Biomedical Engineering from Duke University and a B.S. in Mechanical Engineering from Rice University, is a fellow of the American Institute for Medical and Biological Engineering, and serves on the Grants Working Group of the California Institute of Regenerative Medicine (CIRM) . Her 2024 compensation included $355,000 in base salary, $722,000 in RSU grant-date fair value, and $518,705 in option grant-date fair value (no approved non‑equity bonus for 2024), reflecting a heavy equity tilt tied to product milestones; notably, EluPro received FDA clearance in June 2024, triggering vesting for portions of her 2024 awards . Company-level TSR, revenue growth, and EBITDA growth by executive are not disclosed in the proxy; 2024 annual cash bonuses had not been approved as of the filing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elutia | CSO | 2022–present | Leads biologics/drug development and scientific strategy; FDA clearance of EluPro cited as 2024 milestone |
| Independent consultant | Biologic and drug development consultant | Apr 2020–Aug 2022 | Advisory on development programs |
| National Marrow Donor Program | Head of Clinical Innovation | Oct 2018–Mar 2020 | Advanced clinical innovation in hematopoietic stem cell transplantation |
| Elutia | EVP & CSO | 2017–Oct 2018 | Led scientific function pre/post spin from Tissue Banks International |
| Elutia & Tissue Banks International | Chief Operating Officer | Pre–Nov 2015 spin | Operational leadership during spin-out |
| Osiris Therapeutics | Various roles; CSO since 2009 | 2001–2014 | Scientific leadership at a stem cell biotech later acquired by Smith & Nephew for $660M |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| California Institute of Regenerative Medicine (CIRM) | Grants Working Group member | Not disclosed | External scientific review role |
| American Institute for Medical and Biological Engineering (AIMBE) | Fellow | Not disclosed | Professional recognition |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Notes |
|---|---|---|---|
| 2024 | 355,000 | 45% | Salary increased in Apr 2024, effective Jan 1, 2024 |
| 2023 | 330,000 | 45% | As set in Williams Employment Agreement |
Performance Compensation
- Annual cash bonus framework for 2024 was discretionary and based on regulatory, commercial, operational, and financial objectives; bonuses had not been approved as of the proxy filing .
| Component | Metric | Weighting | Target | Actual | Payout | Vesting Detail |
|---|---|---|---|---|---|---|
| Annual cash bonus (2024) | Regulatory/commercial/operational/financial objectives | Not disclosed | Not disclosed | Not approved | $0 reported in 2024 proxy SCT for non‑equity incentive comp | N/A |
| Annual cash bonus (2023) | Annual incentive | Not disclosed | 45% of $330,000 | Not disclosed | $148,500 non‑equity incentive comp | N/A |
| RSUs (grant 1/31/2024; 200,000 sh) | FDA clearance of EluPro | 25% of RSU grant | Clearance event | Achieved Jun 2024 (closed window) | 25% vested (trading window delay) | Vested Aug 2024 due to closed-window deferral |
| RSUs (grant 1/31/2024; 200,000 sh) | Time-based | 75% of RSU grant | Service-based | In progress | Ongoing quarterly vesting | 1/6 on Jun 10, 2024, then 1/12 quarterly: Sep 10, Dec 10, 2024; Mar 10, Jun 10, Sep 10, Dec 10, 2025; Mar 10, Jun 10, Sep 10, Dec 10, 2026 |
| Options (grant 1/31/2024; 200,000 sh) | FDA clearance of EluPro | 25% of option grant | Clearance event | Achieved Jun 2024 (closed window) | 25% vested | Vested Aug 2024; 50,000 exercisable shown in outstanding awards table |
| Options (grant 1/31/2024; 200,000 sh) | Time-based | 75% of option grant | Service-based | In progress | Ongoing monthly vesting | Equal monthly installments beginning one month after grant date |
Equity Ownership & Alignment
- Insider trading policy prohibits hedging and pledging of company securities, reducing misalignment and collateral risk .
| Item | Detail |
|---|---|
| Total beneficial ownership | 245,036 Class A shares; percentage shown as “*” (less than 1%) |
| Shares outstanding basis | 36,552,348 Class A and 4,313,406 Class B as of Mar 17, 2025 |
| RSUs outstanding (as of 12/31/2024) | 100,000 unvested RSUs; market value $373,996 |
| Options outstanding (as of 12/31/2024) | 10/20/2022 grant: 22,500 exercisable / 67,500 unexercisable; $7.16 strike; expires 10/19/2032 |
| Options outstanding (as of 12/31/2024) | 1/31/2024 grant: 50,000 exercisable; $3.61 strike; expires 1/30/2034 |
| Options outstanding (as of 12/31/2024) | 1/31/2024 grant: 45,834 exercisable / 104,166 unexercisable; $3.61 strike; expires 1/30/2034 |
| Hedging/pledging | Prohibited for directors, officers, and employees |
| Ownership guidelines | Not disclosed for executives in proxy |
Employment Terms
| Term | Detail |
|---|---|
| Role and start | CSO; in role since 2022 |
| Base salary | Initially $330,000; increased to $355,000 effective Jan 1, 2024 |
| Target bonus | 45% of base salary |
| Severance (no cause / good reason) | 12 months base salary + company COBRA premiums for 12 months (subject to release) |
| Change-in-control (CIC) | If terminated within 12 months post‑CIC: 12 months base + 100% of target bonus + company COBRA premiums for 12 months + full acceleration of outstanding equity awards (double trigger) |
| Restrictive covenants | Confidentiality/IP assignment; one‑year post‑employment non‑compete and non‑solicit |
Compensation Structure Analysis
- Pay mix shifted meaningfully to equity in 2024: base salary $355,000 versus RSU grant-date fair value $722,000 and options $518,705, signaling alignment to product/regulatory milestones rather than cash bonuses .
- Performance gating on FDA clearance drove 25% vesting of both the 200,000-share RSU grant and 200,000-share option grant, with vesting deferred to August 2024 due to a closed trading window, indicating milestone-linked payout discipline and structured liquidity timing .
- 2024 annual cash bonuses were discretionary and had not been approved, limiting cash payout visibility and reducing near-term cash compensation risk .
Vesting Schedules and Insider Selling Pressure
| Award | Key Dates | Vesting Mechanics |
|---|---|---|
| RSUs (200,000 sh; granted 1/31/2024) | Jun 10, 2024; quarterly thereafter on Sep 10, Dec 10, 2024; Mar 10, Jun 10, Sep 10, Dec 10, 2025; Mar 10, Jun 10, Sep 10, Dec 10, 2026 | 25% on 10th business day following FDA clearance (vested Aug 2024 due to window), 75% time-based: 1/6 on Jun 10, 2024, then 1/12 quarterly thereafter through Dec 10, 2026 |
| Options (200,000 sh; granted 1/31/2024) | Monthly, beginning one month post‑grant; FDA clearance milestone in Jun 2024 | 25% upon EluPro FDA clearance (vested Aug 2024), remaining 75% vest monthly over three years |
Insider selling pressure risk is primarily tied to scheduled quarterly RSU releases and monthly option vesting under trading window constraints; hedging/pledging is prohibited, and vesting on performance events can be delayed to open windows, muting immediate sale timing .
Performance & Track Record
- Major milestone: FDA clearance of EluPro in June 2024; performance-vested portions of 2024 awards vested in August 2024 due to trading window policy .
- Role tenure and scientific leadership spanning cell therapy and biologics, including prior CSO experience at Osiris Therapeutics and operational leadership at Elutia/Tissue Banks International .
Risk Indicators & Red Flags
- Pledging and hedging of company stock are prohibited by policy, reducing alignment risks associated with collateralization or downside hedges .
- Equity award vesting tied to FDA clearance introduces binary milestone risk but aligns payouts to regulatory success; 2024 cash bonuses not approved at filing date .
Equity Awards Outstanding (as of 12/31/2024)
| Grant Date | Award Type | Exercisable (#) | Unexercisable (#) | Strike | Expiration | RSUs Not Vested (#) | RSUs Market Value ($) |
|---|---|---|---|---|---|---|---|
| 10/20/2022 | Stock Options | 22,500 | 67,500 | 7.16 | 10/19/2032 | — | — |
| 1/31/2024 | Stock Options | 50,000 | — | 3.61 | 1/30/2034 | — | — |
| 1/31/2024 | Stock Options | 45,834 | 104,166 | 3.61 | 1/30/2034 | — | — |
| 1/31/2024 | RSUs | — | — | — | — | 100,000 | 373,996 |
Multi‑Year Compensation (SCT)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 330,000 | 355,000 |
| Bonus ($) | — | — |
| Stock Awards ($) | — | 722,000 |
| Option Awards ($) | — | 518,705 |
| Non‑Equity Incentive Plan Compensation ($) | 148,500 | — |
| All Other Compensation ($) | 7,470 | 1,779 |
| Total ($) | 485,970 | 1,597,484 |
Governance and Policies Relevant to Alignment
- Insider Trading Compliance Policy prohibits trading during blackout periods, hedging, and pledging; Section 16 insiders require pre‑approval for transactions .
- Executive officer roster confirms Williams as CSO; no director committee roles apply to her .
Investment Implications
- Strong pay-for-performance alignment: 2024 equity awards for Williams are explicitly gated to FDA clearance and time-based vesting, with deferred vesting to open windows, reducing opportunistic timing risk and aligning compensation with regulatory execution .
- Near-term supply from scheduled RSU releases and monthly option vesting could create periodic sellable inventory, though corporate policies may shift realization timing; investor monitoring of trading windows and vest schedules is warranted .
- Retention: One‑year non‑compete/non‑solicit and 12‑month salary severance, plus CIC double‑trigger acceleration and bonus protection, offer moderate retention incentives but also predictable separation economics in a sale scenario .
- Alignment safeguards: Prohibition on hedging/pledging, combined with milestone‑based vesting, mitigates several red flags common to executive equity programs .