159 results
DEF 14A
CTCX
Carmell Corp - Ordinary Shares
14 Jun 24
Definitive proxy
8:24am
As discussed in detail below, while we do not have a formal written policy regarding diversity in identifying director candidates, we believe that our objective of assembling a Board that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas contributes to overall Board effectiveness and decision-making. In furtherance of this objective, our nominating and corporate governance committee may consider whether nominees assist in achieving a mix of board members that represents a diversity of background and experience.
Board Diversity Matrix (As of May 31, 2024) | ||||||||
| Total Number of Directors | 7 | ||||||
| | | Female | | | Male | ||
| Part I: Gender Identity | | | | | |||
| Directors | 1 | 6 | |||||
| Part II: Demographic Background | | | | | |||
| Asian | | | 1 | ||||
| White | | | 1 | 5 |
DEF 14A
CTCX
Carmell Corp - Ordinary Shares
14 Jun 24
Definitive proxy
8:24am
The following table presents information regarding the total compensation awarded to, earned by and paid to our NEOs for services rendered to us in all capacities for the year ended December 31, 2023. In addition to serving as our Chief Executive Officer, Mr. Shukla serves as the Chairman of our Board but receives no additional compensation for his service in this role.
Salary | Option Awards | Total | ||||||||||||
Name and Principal Position | Year | ($) | ($)(7) | ($) | ||||||||||
Rajiv Shukla | 2023 | 146,094 | (1) | 911,441 | 1,057,535 | |||||||||
Chairman and Chief Executive Officer | ||||||||||||||
Bryan Cassaday | 2023 | 130,852 | (2) | 214,508 | 345,360 | |||||||||
Chief Financial Officer | ||||||||||||||
Randolph Hubbell | 2023 | 334,663 | (3) | — | 334,663 | |||||||||
Former Chief Executive Officer | 2022 | 363,000 | (4) | — | 363,000 | |||||||||
Donna Godward | 2023 | 120,000 | (5) | — | ||||||||||
Former Chief Quality Officer | 2022 | 170,000 | (6) | 40,000 | 210,000 | |||||||||
James Hart | 2023 | 120,000 | (5) | — | ||||||||||
Former Chief Medical Officer | 2022 | 170,000 | (6) | 40,000 | 210,000 |
DEF 14A
CTCX
Carmell Corp - Ordinary Shares
14 Jun 24
Definitive proxy
8:24am
The following table presents the total compensation for each person who served as a non-employee director of our Board during fiscal year 2023. Each of Mr. Shukla, our Chairman of the Board and Chief Executive Officer, and Mr. Hubbell, our former Chief Executive Officer, President, and director, did not receive any compensation from us for his service on the Board during the fiscal year ended December 31, 2023. Mr. Shukla’s and Mr. Hubbell's compensation during the fiscal year 2023 for their service as executive officers of the Company is set forth above in “ Executive Compensation—2023 Summary Compensation Table. ”
Fees Earned or Paid in Cash | Option Awards | Total | |||||||||
Name | ($) | ($)(3) | ($) | ||||||||
Rajiv S. Shukla | — | — | — | ||||||||
David Anderson | 25,000 | — | 25,000 | ||||||||
Scott Frisch (1) | 12,500 | 155,394 | 167,894 | ||||||||
Kathryn Gregory | 25,000 | — | 25,000 | ||||||||
Gilles Spenlehauer (1) | 12,500 | 155,394 | 167,894 | ||||||||
Patrick Sturgeon | 25,000 | 155,394 | 180,394 | ||||||||
Rich Upton | 25,000 | — | 25,000 | ||||||||
Randolph Hubbell (2) | — | — | — | ||||||||
Steve Bariahtaris | — | — | — | ||||||||
Jaime Garza | — | — | — | ||||||||
William Newlin | — | — | — |
DEF 14A
CTCX
Carmell Corp - Ordinary Shares
14 Jun 24
Definitive proxy
8:24am
The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of May 31, 2024 for each of our NEOs, directors and director nominee, all executive officers and directors as a group and each person known by us to be the beneficial owner of more than 5% of our common stock. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units, within 60 days of May 31, 2024. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of May 31, 2024 or subject to restricted stock units that vest within 60 days of May 31, 2024 are considered outstanding and beneficially owned by the person holding such warrants, options or restricted stock units for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to us, we believe that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise noted, the business address of each of our directors and executive officers is c/o Carmell Corporation, 2403 Sidney Street, Suite 300, Pittsburgh, Pennsylvania 15203. The percentage of beneficial ownership of our shares of common stock is calculated based on 20,567,757 shares of common stock outstanding as of May 31, 2024.
Name and Address of Beneficial Owners | Number of Shares | % of Class | ||||
Directors and Executive Officers | ||||||
Rajiv S. Shukla (1) | 4,317,891 | 21% | ||||
David Anderson (2) | 74,220 | * | ||||
Scott Frisch | 5,381 | * | ||||
Kathryn Gregory (3) | 64,752 | * | ||||
Gilles Spenlehauer | 5,381 | * | ||||
Patrick Sturgeon | 6,727 | * | ||||
Rich Upton (4) (5) | 1,397,874 | 7% | ||||
Bryan Cassaday (6) | 27,335 | * | ||||
Randolph W. Hubbell | — | — | ||||
Donna Godward | 37,294 | * | ||||
James Hart | 37,307 | * | ||||
All Directors and Executive Officers as a Group (8 Individuals) | 5,899,561 | 29% | ||||
Five Percent Holders | ||||||
Meteora Capital, LLC (7) | 1,743,023 | 8% | ||||
Newlin Investment Company 1, LLC (8) | 1,249,062 | 6% |
DEF 14A
CTCX
Carmell Corp - Ordinary Shares
14 Jun 24
Definitive proxy
8:24am
The following is a summary and description of fees incurred by Adeptus for the fiscal years ended December 31, 2023 and 2022.
Fee Category | Year ended December 31, 2023 | Year ended December 31, 2022 | ||||||
Audit Fees(1) | $ 167,000 | $ 172,000 | ||||||
Total | $ 167,000 | $ 172,000 | ||||||
DEF 14A
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14 Jun 24
Definitive proxy
8:24am