Kurt Azarbarzin
About Kurt Azarbarzin
Independent Class II director at TELA Bio since November 2018; age 62. He serves on the Compensation Committee and the Nominating and Corporate Governance Committee, with his current term expiring at the 2027 Annual Meeting. Background includes CEO roles in surgical robotics, CTO experience at a public medtech company, and founding a minimally invasive surgery device firm. Education: B.S. (University of Bridgeport) with advanced graduate studies in mechanical design (Bridgeport Engineering Institute) and manufacturing engineering (Bradley University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endoquest Robotics | Chief Executive Officer and director | Nov 2020 – Jun 2024 | Company designs and develops flexible microsurgical robotic devices |
| Verb Surgical Inc. | Chief Executive Officer and director | Jul 2019 – Nov 2020 | Robotic surgery company leadership |
| CONMED Corporation | Chief Technology Officer | 2016 – Jul 2019 | Public medtech company CTO |
| SurgiQuest, Inc. | Founder and Chief Executive Officer | 2005 – Jun 2016 | Advanced minimally invasive surgery devices |
| U.S. Surgical & Tyco Healthcare | R&D leadership roles | Not disclosed | Prior leadership roles in R&D |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yale University Center for Biomedical Innovation and Technology | Executive Board member | Not disclosed | Academic/innovation governance role |
Board Governance
- Committee assignments: Compensation Committee member; Nominating and Corporate Governance Committee member .
- Independence: The Board classifies Azarbarzin as independent under Nasdaq rules .
- Attendance and engagement: In 2024 the Board met 13 times; Compensation 7; Nominating & Corporate Governance 6; each director attended at least 75% of meetings of the Board and their committees .
- Governance structure: Independent Chairman; six of seven directors are independent; independent directors meet in executive session regularly .
- Compensation Committee practices: All members are independent; Aon’s Human Capital Solutions serves as independent compensation consultant; no interlocks or insider participation disclosed for FY2024 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 57,569 | 24,268 | 23,415 | 105,252 |
Director cash policy context (applies to non-employee directors):
- Annual cash retainer $45,000; Committee member retainers: Compensation $7,500; Nominating & Corporate Governance $5,000. Chair retainers (not applicable to Azarbarzin): Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Non-executive Chair of the Board cash retainer $35,000 .
Performance Compensation
Director equity award structure:
- Annual Equity Award (2024): option to purchase 6,200 shares; RSU covering 4,250 shares; vests by the earlier of one year, next annual meeting, or change in control .
- Annual Equity Award (starting Jan 1, 2025): option 11,700 shares; RSU 7,950 shares; same vesting framework .
- Initial Equity Award (policy, for new directors): option 9,300 shares vesting monthly over 36 months; RSU 6,375 shares vesting in three equal annual installments; full acceleration on change in control (policy increased to option 17,550 and RSU 11,925 starting Jan 1, 2025) .
| Outstanding Director Equity (Dec 31, 2024) | Amount |
|---|---|
| Vested options | 57,148 |
| Unvested options | 6,200 |
| Unvested RSUs | 4,250 |
- Performance metrics tied to director compensation: None disclosed; director awards are time-based with change-in-control acceleration per policy .
Other Directorships & Interlocks
| Company | Role | Type | Notes |
|---|---|---|---|
| None | — | Public company board | No current public company directorships disclosed |
Expertise & Qualifications
- Executive leadership in medical devices and surgical robotics; founder and CEO experience; CTO at a public company; R&D leadership at major surgical device firms; academic innovation board role. The Board cites his medical device industry expertise and executive experience as qualifications for service .
Equity Ownership
| Item (as of Apr 1, 2025) | Amount | % of Shares Outstanding |
|---|---|---|
| Total beneficial ownership | 63,418 | <1% |
Breakdown:
- Common stock owned: 6,270
- Options exercisable within 60 days: 57,148
Pledging/hedging policy:
- Directors are prohibited from pledging company securities, engaging in hedging/derivative transactions, short sales, or holding securities in margin accounts per Insider Trading Policy .
Governance Assessment
- Alignment: Mix of cash and time-based equity with continued service and change-in-control vesting promotes director alignment; Azarbarzin holds significant vested options (57,148) and additional unvested equity, indicating skin-in-the-game through equity exposure .
- Independence and committee roles: Independent status, service on Compensation and Nominating & Corporate Governance committees, and regular executive sessions support robust oversight and board effectiveness .
- Attendance: The Board and committees met frequently in 2024, with each director meeting at least 75% attendance, supporting engagement and diligence .
- Compensation governance: Use of an independent compensation consultant (Aon) and no disclosed interlocks mitigates pay-setting conflicts; the company maintains an SEC/Nasdaq-compliant clawback policy for executive incentive compensation (positive governance signal, noting it applies to executives) .
- Conflicts/related-party: Related-party transactions disclosed do not involve Azarbarzin; board policies require Audit Committee review/approval of related-party transactions, reducing conflict risk .
RED FLAGS: None disclosed regarding attendance shortfalls, pledging/hedging, related-party transactions, or option repricing for Azarbarzin in the latest proxy .