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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

☒ Filed by the Registrant
☐ Filed by a party other than the Registrant

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

TELA BIO, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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1 Great Valley Parkway, Suite 24
Malvern, PA 19355
2025 ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 28, 2025

April 17, 2025

Dear Stockholder:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of TELA Bio, Inc., or the Annual Meeting, which will be held at 10:00 a.m., Eastern Time, on Wednesday, May 28, 2025. The Annual Meeting will be held in virtual meeting format only. Stockholders will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides for cost savings to TELA Bio, Inc. and our stockholders, and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the Internet at: https://agm.issuerdirect.com/tela.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders, or the Notice, and 2025 Annual Meeting Proxy Statement, or the Proxy Statement. Other than the proposals described in the Proxy Statement, our Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting. We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.

If you have any questions with respect to voting, please call our General Counsel & Corporate Secretary, Taylor Ocasio, at (484) 320-2930, or our proxy solicitor, Campaign Management, LLC, via telephone at 1 (855) 434-5243 or via email at info@campaign-mgmt.com.

Sincerely,

/s/ Doug Evans

Doug Evans
Chairman of the Board of Directors

/s/ Antony Koblish

Antony Koblish
Director, President and Chief Executive Officer

THIS PROXY STATEMENT IS
FIRST BEING MADE AVAILABLE ON OR ABOUT APRIL 17, 2025.

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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 28, 2025

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of TELA Bio, Inc., or the Annual Meeting, will be held on Wednesday, May 28, 2025, at 10:00 a.m. Eastern Time. The purpose of the meeting is the following:

To elect the three director nominees that are set forth in the attached 2025 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class III directors, whose term will expire in 2028;

To ratify the appointment of KPMG LLP, or KPMG, as our independent registered public accounting firm for the 2025 fiscal year;

To approve, on a non-binding, advisory basis, the compensation of our named executive officers;

To approve, on a non-binding, advisory basis, the preferred frequency of future advisory votes on the compensation of our named executive officers;

To approve an amendment to the Amended and Restated 2019 Equity Incentive Plan, or the 2019 Plan, to, among other things, increase the authorized shares issuable under the 2019 Plan by 3,500,000 shares and eliminate the “evergreen” provision, or the 2019 Plan Amendment;

To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain of our officers as permitted by Delaware law;

To approve an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposals 5 and 6; and

Any other matters that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2025 Annual Meeting of Stockholders, or the Notice.

MEETING INFORMATION

	Date:			May 28, 2025
	Time:			10:00 a.m.
	Website Address:			The meeting can be accessed by visiting https://agm.issuerdirect.com/tela, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.
	Record Date:			You can vote if you were a stockholder of record on April 8, 2025.

Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are represented by voting, signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors,

/s/ Roberto Cuca
Roberto Cuca
Chief Operating Officer and Chief Financial Officer
April 17, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON May 28, 2025. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 17, 2025. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available to holders of our common stock at www.edocumentview.com/TELA. If you would like to receive, without charge, a paper copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including the financial statements, please send your request to Corporate Secretary, TELA Bio, Inc., 1 Great Valley Parkway, Suite 24, Malvern, PA 19355.

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SUMMARY INFORMATION

This summary highlights information contained elsewhere in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or the 2024 Annual Report. This summary does not contain all of the information you should consider and we encourage you to read this Proxy Statement and the 2024 Annual Report carefully before voting.

2025 Annual Meeting of Stockholders

		Time and Date			Record Date			Website Address
		10:00 a.m., Eastern Time, on Wednesday, May 28, 2025			April 8, 2025			The meeting can be accessed by visiting https://agm.issuerdirect.com/tela, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.

Summary of Stockholder Voting Matters

Voting Matters

For More
Information

Board of Directors
Recommendation

PROPOSAL 1: Election of Class III Directors for a Three-Year Term Expiring in 2028

Jeffrey Blizard Vince Burgess Federica O’Brien

Page 39

✓ FOR Each Nominee

PROPOSAL 2: Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2025

Page 40

✓ FOR

PROPOSAL 3: Approval, on a non-binding advisory basis, of the compensation of our named executive officers

Page 41

✓ FOR

PROPOSAL 4: Approval, on a non-binding advisory basis, of the preferred frequency of future advisory votes on the compensation of our named executive officers

Page 42

✓ FOR One Year

PROPOSAL 5: Approval of an amendment to the Amended and Restated 2019 Equity Incentive Plan to, among other things, increase the authorized shares issuable under the 2019 Plan by 3,500,000 shares and eliminate the “evergreen” provision

Page 43

✓ FOR

PROPOSAL 6: Approval of an Amendment of our Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain of our officers as permitted by Delaware law

Page 51

✓ FOR

PROPOSAL 7: Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposals 5 and 6

Page 53

✓ FOR

Our Director Nominees

You are being asked to vote on the election of Jeffrey Blizard, Vince Burgess and Federica O’Brien as Class III directors, each to serve for a three-year term expiring at our 2028 Annual Meeting of Stockholders. The number of members of our Board of Directors, or the Board, is currently set at seven members and is divided into three classes, each of which has a three-year term. Class I and II each consist of two directors and Class III consists of three directors.

The term of office of our Class III directors expires at the Annual Meeting. We are nominating Jeffrey Blizard, Vince Burgess and Federica O’Brien for re-election at our Annual Meeting to serve until the 2028 Annual Meeting of Stockholders or until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes cast by our stockholders at

Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | i

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SUMMARY INFORMATION (continued)

the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Jeffrey Blizard, Vince Burgess and Federica O’Brien. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

Name

Age

Director
Since

Committee
Memberships

Occupation

Independent

NCGC

Jeffrey Blizard

2024

Global Head
of Surgical
Therapies, Abiomed

Yes

Vince Burgess

2014

Retired
Executive

Yes

Federica O’Brien

2019

President of
CFO’Brien
Consulting, LLC

Yes

	AC = Audit Committee			CC = Compensation Committee			C = Chair
	NCGC = Nominating and Corporate Governance Committee						M = Member

CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework:

		Governance Item
		Size of Board (set by the Board)			7
		Number of Independent Directors			6
		Independent Chairman of the Board			Yes
		Board Self-Evaluation			Annual
		Review of Independence of Board			Annual
		Independent Directors Meet Without Management Present			Yes
		Voting Standard for Election of Directors in Uncontested Elections			Plurality

RECENT CORPORATE HIGHLIGHTS

•

Recognized revenue of $69.3 million for the full year 2024, representing an increase of 19% over 2023.

•

Drove expanded adoption of Company products in hernia procedures with the launch of OviTex IHR Reinforced Tissue Matrix, specifically engineered for laparoscopic and robotic-assisted inguinal hernia repair, selling over 1,200 units in 2024 from its launch in mid-April 2024.

•

Implemented cost reduction efforts with a meaningful sequential step down in OpEx from the third to the fourth quarter, with the goal to offset additional investments into our commercial organization and keep 2025 OpEx remaining at the same level as in 2024.

•

Announced appointment of new Board member, Jeffrey Blizard.

•

Closed an underwritten offering of 14,670,000 shares of our common stock, including full exercise of the underwriters’ overallotment option, resulting in net proceeds of approximately $42.9 million after deducting underwriting discounts, commissions and other offering expenses.

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	SUMMARY INFORMATION					i
	PROXY STATEMENT					iv
	GENERAL INFORMATION ABOUT THE MEETING					1
	BOARD OF DIRECTORS					4
	BOARD STRUCTURE AND COMPOSITION					4
	CRITERIA FOR BOARD MEMBERSHIP					4
	SELECTION OF CANDIDATES					5
	BOARD OVERSIGHT OF COMPANY CULTURE AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS					6
	DIRECTOR NOMINEES					7
	CONTINUING DIRECTORS					8
	CORPORATE GOVERNANCE AND RISK MANAGEMENT					11
	BOARD INDEPENDENCE					11
	BOARD LEADERSHIP STRUCTURE					11
	BOARD COMMITTEES					11
	RISK MANAGEMENT					11
	EVALUATING BOARD EFFECTIVENESS					12
	CODE OF CONDUCT					12
	DIRECTOR ORIENTATION AND CONTINUING EDUCATION					12
	CORPORATE GOVERNANCE GUIDELINES					13
	BOARD ATTENDANCE, COMMITTEE MEETINGS AND COMMITTEE MEMBERSHIP					13
	FAMILY RELATIONSHIPS					15
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					15
	STOCKHOLDER ENGAGEMENT					16
	DIRECTOR COMPENSATION					17
	NON-EMPLOYEE DIRECTOR COMPENSATION POLICY					17
	DIRECTOR COMPENSATION TABLE					18
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					20
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES					20
	AUDIT COMMITTEE REPORT					21
	EXECUTIVE OFFICERS					22
	EXECUTIVE COMPENSATION					23
	EQUITY GRANT TIMING					24
	PLEDGING AND HEDGING POLICIES					25
	CLAWBACK POLICY					25
	OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END					26
	EMPLOYMENT AGREEMENTS					27
	PAY VERSUS PERFORMANCE					28
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					33
	POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS					33
	EQUITY COMPENSATION PLAN INFORMATION					35
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					36
	ITEMS TO BE VOTED ON					39
	PROPOSAL 1: ELECTION OF CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028					39
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025					40

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	PROPOSAL 3: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					41
	PROPOSAL 4: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE PREFERRED FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					42
	PROPOSAL 5: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN TO, AMONG OTHER THINGS, INCREASE THE AUTHORIZED SHARES ISSUABLE UNDER THE 2019 PLAN BY 3,500,000 SHARES AND ELIMINATE THE “EVERGREEN” PROVISION					43
	PROPOSAL 6: APPROVAL OF AN AMENDMENT OF OUR FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OF OUR OFFICERS AS PERMITTED BY DELAWARE LAW					51
	PROPOSAL 7: APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING TO THE EXTENT THERE ARE INSUFFICIENT VOTES AT THE ANNUAL MEETING TO APPROVE PROPOSALS 5 AND 6					53
	OTHER INFORMATION					54
	OTHER MATTERS					54
	REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING					54
	STOCKHOLDER COMMUNICATIONS TO THE BOARD					54
	AVAILABILITY OF MATERIALS					55

PROXY STATEMENT

This Proxy Statement is being furnished to stockholders of TELA in connection with the solicitation by our Board of proxies to be voted at our Annual Meeting and at any postponements or adjournments thereof. The Annual Meeting will be held on Wednesday, May 28, 2025, at 10:00 a.m., Eastern Time, via the Internet at https://agm.issuerdirect.com/tela.

This Proxy Statement is first being furnished to our stockholders on or about April 17, 2025. The Notice of Internet Availability of Proxy Materials being mailed to the stockholders is not part of the Proxy Statement.

iv | Notice of Annual Meeting of Stockholders and 2025 Proxy Statement

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GENERAL INFORMATION ABOUT THE MEETING

PROXY SOLICITATION

Our Board is soliciting your vote on matters that will be presented at the Annual Meeting and at any adjournment or postponement thereof. This Proxy Statement contains information on these matters to assist you in voting your shares.

This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 17, 2025. This Proxy Statement and our 2024 Annual Report are available to holders of our common stock at www.edocumentview.com/TELA. If you would like to receive, without charge, a paper copy of our 2024 Annual Report, including the financial statements, please send your request to Corporate Secretary, TELA Bio, Inc., 1 Great Valley Parkway, Suite 24, Malvern, PA 19355.

STOCKHOLDERS ENTITLED TO VOTE

All stockholders of record of our common stock at the close of business on April 8, 2025, or the Record Date, are entitled to receive the Notice and to vote their shares at the Annual Meeting. As of the Record Date, 39,554,771 shares of our common stock were outstanding. Each share is entitled to one vote on each matter properly brought to the meeting.

VOTING METHODS

You may cast your vote in any of the following ways:

MAIL

INTERNET

PHONE

ONLINE AT THE MEETING

Mailing your signed proxy card or voter instruction card.

Using the Internet at www.envision
reports.com/TELA

Calling toll-free from
the United States, U.S.
territories and Canada to 1-800-652-VOTE (8683).

You can vote at the
meeting at
https://agm.issuer
direct.com/tela

HOW YOUR SHARES WILL BE VOTED

In each case, your shares will be voted as you instruct. If you return a signed card, but do not provide voting instructions, your shares will be voted FOR each of the proposals. If you are the record holder of your shares, you may revoke or change your vote any time before the proxy is exercised. To do so, you must do one of the following:

•

Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted. You may not revoke or change your vote over the Internet or by telephone after 11:59 p.m., Eastern Time, on May 27, 2025.

•

Sign a new proxy card and submit it by mail, which must be received no later than May 27, 2025. Only your latest dated proxy card will be counted.

•

Give our Corporate Secretary written notice before or during the meeting that you want to revoke your proxy.

•

Virtually attend the Annual Meeting at https://agm.issuerdirect.com/tela. Virtually attending the Annual Meeting will not by itself revoke a previously granted proxy.

If your shares are held by your broker, bank or other holder of record as a nominee or agent (i.e., the shares are held in “street name”), you should follow the instructions provided by your broker, bank or other holder of record.

Deadline for Voting. The deadline for voting by telephone or Internet, other than by virtually attending the Annual Meeting, is 11:59 p.m. Eastern Time on May 27, 2025. If you are a registered stockholder and virtually attend the

Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | 1

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GENERAL INFORMATION ABOUT THE MEETING
(continued)

Annual Meeting, you may deliver your vote online during the Annual Meeting. “Street name” stockholders who wish to vote at the Annual Meeting will need to obtain a proxy form from the institution that holds their shares.

BROKER VOTING AND VOTES REQUIRED FOR EACH PROPOSAL

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. The Notice has been forwarded to you by your broker, bank or other holder of record who is considered the stockholder of record of those shares. As the beneficial owner, you may direct your broker, bank or other holder of record on how to vote your shares by using the proxy card included in the materials made available or by following their instructions for voting on the Internet.

A broker non-vote occurs when a broker or other nominee that holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares. The following table summarizes how broker non-votes and abstentions are treated with respect to our proposals:

Voting Matters

Votes Required

Treatment of Votes Withheld,
Abstentions and Broker
Non-Votes

Broker
Discretionary
Voting

PROPOSAL 1: Election of Class III Directors for a Three-Year Term Expiring in 2028 Jeffrey Blizard Vince Burgess Federica O’Brien

Plurality of the votes cast

Votes withheld and broker non-votes will not be taken into account in determining the outcome of the proposal

PROPOSAL 2: Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2025

Majority of the votes cast

Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal

Yes

PROPOSAL 3: Approval, on a non-binding advisory basis, of the compensation of our named executive officers

Majority of the votes cast

Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal

PROPOSAL 4: Approval, on a non-binding advisory basis, of the preferred frequency of future advisory votes on the compensation of our named executive officers

Majority of the votes cast

Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal

Majority of the votes cast

Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal

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GENERAL INFORMATION ABOUT THE MEETING
(continued)

Voting Matters

Votes Required

Treatment of Votes Withheld,
Abstentions and Broker
Non-Votes

Broker
Discretionary
Voting

PROPOSAL 6: Approval of an Amendment of our Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain of our officers as permitted by Delaware law

Majority of the outstanding shares of common stock entitled to vote

Abstentions and broker non-votes will have the effect of a vote against the proposal

PROPOSAL 7: Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposals 5 and 6

Majority of the votes cast

Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal

QUORUM

We must have a quorum to conduct business at the Annual Meeting. A quorum consists of the presence at the Annual Meeting, either attending the meeting virtually or represented by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote. For the purpose of establishing a quorum, abstentions, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, and broker non-votes are considered stockholders who are present and entitled to vote, and count toward the quorum. If there is no quorum, the holders of a majority of shares virtually attending the Annual Meeting or represented by proxy or the chairman of the meeting may adjourn the Annual Meeting to another date.

PROXY SOLICITATION COSTS

We pay the cost of soliciting proxies. Proxies may be solicited on behalf of the Board by mail, telephone, and other electronic means or in person. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. In addition, we have retained Campaign Management, LLC to assist with the solicitation of proxies for an estimated fee of $13,000, plus reasonable expenses.

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BOARD OF DIRECTORS

Our Board has nominated Jeffrey Blizard, Vince Burgess and Federica O’Brien for re-election as Class III directors at our Annual Meeting to hold office until our 2028 Annual Meeting of Stockholders.

Our Board is the Company’s ultimate decision-making body, except with respect to those matters reserved to the stockholders. Our Board selects the members of our senior management team, who in turn are responsible for the day-to-day operations of the Company. Our Board acts as an advisor and counselor to senior management and oversees its performance.

Our Board consists of directors divided into three classes, with each class holding office for a three-year term. Jeffrey Blizard, Vince Burgess and Federica O’Brien, current Class III directors, have been nominated by our Board for election at the Annual Meeting for three-year terms that will expire at the 2028 Annual Meeting of Stockholders or until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee may recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

BOARD STRUCTURE AND COMPOSITION

The Nominating and Corporate Governance Committee is responsible for recommending the composition and structure of our Board and for developing criteria for Board membership. The Nominating and Corporate Governance Committee regularly reviews director competencies, qualities and experiences, with the goal of ensuring that our Board is comprised of an effective team of directors who function collegially and who are able to apply their experience toward meaningful contributions to our business strategy and oversight of our performance, risk management, organizational development and succession planning.

Our Third Amended and Restated Bylaws, or Bylaws, provide that the number of members of our Board shall be fixed by the Board from time to time. Our Board is currently fixed at seven members. Our Board is divided into three classes with staggered three-year terms. The Nominating and Corporate Governance Committee is responsible for identifying individuals that it believes are qualified to become Board members.

CRITERIA FOR BOARD MEMBERSHIP

The Nominating and Corporate Governance Committee has identified certain criteria that it will consider in identifying director nominees. Important general criteria and considerations for Board membership include:

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BOARD OF DIRECTORS (continued)

		General Criteria

		✓ Ability to contribute to the Board’s range of talent, skill and experience to provide sound and prudent guidance with respect to the Company’s strategy and operations, including, but not limited to:
		✓ Experience at senior levels in public companies,
		✓ Technology and financial expertise,
		✓ Experience in leadership roles in commercial-stage companies in the med tech or healthcare fields.
		✓ Personal integrity and ethical character, commitment and independence of thought and judgment;
		✓ Capability to fairly and equally act in the best interest of our stockholders;
		✓ Confidence and willingness to express ideas and engage in constructive discussion with other Board members and management, to actively participate in the Board’s decision-making process and make difficult decisions in the best interest of the Company and our stockholders;
		✓ Ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds represented on the Board;
		✓ Willingness and ability to devote sufficient time, energy and attention to the affairs of the Company and the Board; and
		✓ Lack of actual and potential conflicts of interest.

The Nominating and Corporate Governance Committee also considers, on an ongoing basis, the background, experience and skills of the incumbent directors that are important to our current and future business needs, and evaluates the experience and skills that would be valuable in new Board members.

SELECTION OF CANDIDATES

Director Skill Set Considerations; Use of Skills Matrix

To assist with determining the needs of the Board, the Nominating and Corporate Governance Committee developed and utilizes a skills matrix for the purpose of recruiting and selecting Board candidates. The expertise and experience included in the skills matrix are tied to our strategic goals, and the intent of the skills matrix is to ensure that the directors collectively possess qualities that facilitate effective oversight of our strategic plans. The skills matrix is also reviewed from time to time by the Nominating and Corporate Governance Committee to ensure it contains the skills necessary for proper oversight of the Company in both the near and long term. While the matrix is useful for determining the collective skills of the Board as a whole, it is not a comparative measure of the value of directors; a director with more focused experience could nonetheless contribute broadly and effectively. The Nominating and Corporate Governance Committee also considers a wide range of additional factors including other positions the director or candidate holds, including other boards of directors on which he or she serves, and the independence of each director and candidate, to ensure that a substantial majority of the Board is independent.

Potential Director Candidates

On an ongoing basis, the Nominating and Corporate Governance Committee considers potential director candidates identified on its own initiative, as well as candidates referred or recommended to it by other directors, members of management, search firms, stockholders and others (including individuals seeking to join the Board). Stockholders who wish to recommend candidates may contact the Nominating and Corporate Governance Committee in the manner described in “Stockholder Communications to the Board.” Stockholder nominations must be made according to the procedures required under our Bylaws and described in this Proxy Statement under the heading “Requirements for Submission of Stockholder Proposals for Next Year’s Annual Meeting.” Stockholder-recommended candidates and stockholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Nominating and Corporate Governance Committee in the same manner as the Nominating and Corporate Governance Committee’s nominees.

Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | 5

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BOARD OF DIRECTORS (continued)

The Board is committed to building a Board that consists of the optimal mix of skills, expertise, knowledge, backgrounds and personal qualities so that the Board is capable of effectively overseeing the execution of our business and meeting the Company’s evolving needs. The Nominating and Corporate Governance Committee considers the value of diversity on the Board in evaluating director nominees. Accordingly, the Nominating and Corporate Governance Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board.

BOARD OVERSIGHT OF COMPANY CULTURE AND PROPER GOVERNANCE HIGHLIGHTS

Our Board is committed to fostering a strong culture of compliance and ethical conduct and has structured its committees and their activities to support its commitment. Our Board supports management’s promotion of a corporate culture of integrity, ethical behavior and compliance with laws and regulations and for ensuring that the Company’s culture and its strategy are aligned. Our Board expects all directors, as well as officers and employees, to conduct themselves in a manner consistent with our Code of Business Conduct and Ethics, or the Code of Conduct, and our values. Our Board believes that a strong culture of integrity, ethics and compliance is fundamental to the conduct of the Company’s business, and is necessary for effective risk management, maintaining investor trust, and successful corporate governance.

We understand corporate responsibility is essential for good governance because it strengthens the accountability of our Board and management team. Our Board is primarily responsible for overseeing our corporate strategy, which includes the oversight of matters that impact our business and related risks. Though our current set of initiatives are broad, we continue to focus on our people, culture and strong corporate governance.

The following is a summary of our current policies and practices related to promoting company culture and proper governance:

•

Separate Chairperson of the Board and Chief Executive Officer: The offices of Chief Executive Officer, or CEO, and Chairperson of the Board are separated, which reinforces the independence of the Board from management and creates an environment that encourages objective oversight of management’s performance, which we believe enhances the effectiveness of our Board as a whole.

•

Independent Committees: Each of our committees consist entirely of independent directors.

•

Regularly Held Executive Sessions: The independent directors of our Board meet separately in executive session on a regular basis to discuss matters relating to the Company and the Board, without members of the management team present.

•

Code of Conduct: All of our directors, officers and employees are subject to the Code of Conduct, which is available on our website at www.telabio.com.

•

Human Capital Management: We are committed to the health and welfare of our employees. We support the development of our employees with a competitive compensation and benefits package, internal advancement, and individualized development opportunities.

In each of the director nominee and continuing director biographies that follow, we highlight the specific experience, qualifications, attributes and skills that led the Board to conclude that the director nominee or continuing director should serve on our Board at this time.

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BOARD OF DIRECTORS (continued)

DIRECTOR NOMINEES

CLASS III DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2028

Jeffrey Blizard

Age: 56
Director Since: 2024

Committee Memberships: Nominating and Corporate Governance

Other Public Directorships: SANUWAVE Health, Inc.

Jeffrey Blizard has been a member of our Board since June 2024. Mr. Blizard has served as the Global Head of Surgical Sales at Abiomed since 2017. Prior to his current role, Mr. Blizard was General Manager of Sales — CT Surgery, Heart Failure, ECMO, and National Director of Sales — CT Surgery/Heart Failure at Abiomed, where he led sales of Impella in the surgical market bringing it from $16 million to $300 million in seven years. Before joining Abiomed, Mr. Blizard held senior sales leadership roles at renowned medical device companies such as Medtronic, HeartWare, Intuitive Surgical, and Boston Scientific. Mr. Blizard currently serves on the Board of Directors of SANUWAVE Health, Inc., a medical technology company developing noninvasive, high-energy, and acoustic shock waves for regenerative medicine and other applications. He holds a B.A. degree in English Literature from Saint Michael’s College.

Skills & Qualifications: Mr. Blizard’s medical device industry and experience as an executive with expertise in sales provide him with the qualifications and skills to serve on our Board.

Vince Burgess

Age: 60
Director Since: 2014

Committee Memberships: Compensation (Chair)

Other Public Directorships: None

Vince Burgess has been a member of our Board since June 2014. From October 2017 until his retirement in May 2022, Mr. Burgess served as President, Chief Executive Officer and member of the board of directors of Acutus Medical, Inc., a medical device company, and previously served as a Venture Partner with OrbiMed Advisors, LLC, a healthcare investment firm, from September 2011 until May 2020. Previously, Mr. Burgess was a member of the initial executive team at Volcano Corporation, where he served as President of Advanced Imaging Systems. He also led marketing and business development at Volcano from 2002 to 2010. He previously served as a member of the board of directors of Bolt Medical until its acquisition by Boston Scientific. He has previously served on the boards of NeuroPace, Inc., Sonendo Inc., Ornim Medical, Keystone Heart, Inc., Vessix Vasular, Cryterion Medical and CardiAQ, Inc. He earned his Bachelor of Science degree in Business Administration from the University of Southern California and his Masters of Business Administration from the University of California, Los Angeles.

Skills & Qualifications: Mr. Burgess’ expertise in marketing and business development, as well as his operational and board experience in the surgical tool field provide him with the qualifications and skills to serve on our Board.

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BOARD OF DIRECTORS (continued)

Federica O’Brien

Age: 67
Director Since: 2019

Committee Memberships: Audit (Chair)

Other Public Directorships: MacroGenics, Inc.

Federica O’Brien has been a member of our Board since November 2019. Ms. O’Brien has been the President of CFO’Brien Consulting, LLC since January of 2018 providing strategic, operational and financial consulting, and flexible time Chief Financial Officer services primarily for biotech companies. Previously she served as Chief Financial Officer of Complexa Inc., a biopharmaceutical company, from May 2015 to December 2017 and as Chief Financial Officer of Cerecor Inc., a biopharmaceutical company, from April 2013 to May 2015. Prior to that, Ms. O’Brien served as the Chief Financial Officer and Chief Operating Officer of Cervilenz Inc., a privately held medical device company, from June 2011 through April 2013. She has also held senior financial management positions at Cardiokine Inc., a privately held biotechnology company, Barrier Therapeutics, Inc., during and subsequent to the biotechnology company’s initial public offering, and at Infonautics, Inc., then a publicly held technology company. Ms. O’Brien currently serves on the board of directors and chairs the audit committee for MacroGenics, Inc., a biopharmaceutical company. She began her career at public accounting firms including most recently as an Audit Manager for Coopers & Lybrand. Ms. O’Brien received her B.A. in Accounting from Rutgers University and is a Certified Public Accountant — Inactive in the State of New Jersey.

Skills & Qualifications: Ms. O’Brien’s financial, accounting management and audit expertise provide her with the qualifications and skills to serve on our Board.

CONTINUING DIRECTORS

CLASS II DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

Kurt Azarbarzin

Age: 62
Director Since: 2018

Committee Memberships: Compensation; Nominating and Corporate Governance

Other Public Directorships: None

Kurt Azarbarzin has been a member of our Board since November 2018. Mr. Azarbarzin previously served as the Chief Executive Officer and a member of the board of Endoquest Robotics, a medical device company that designs and develops flexible microsurgical robotic devices, from November 2020 until June 2024. Mr. Azarbarzin served as Chief Executive Officer and a member of the board of directors of Verb Surgical Inc., a robotic surgery company, from July 2019 to November 2020. Mr. Azarbarzin previously served as Chief Technology Officer for CONMED Corporation, a global, publicly-traded medical device company dedicated to helping customers improve patient outcomes, from 2016 to July 2019. Mr. Azarbarzin is the former Founder of SurgiQuest, Inc., a medical device company focused on advancing minimally invasive surgery, and served as its Chief Executive Officer from 2005 until June 2016. Mr. Azarbarzin is a member of the executive board at Center for Biomedical Innovation and Technology at Yale University. Mr. Azarbarzin previously held leadership roles in Research and Development at U.S. Surgical & Tyco Healthcare. He earned a Bachelor of Science from the University of Bridgeport and completed advanced graduate studies in mechanical design at Bridgeport Engineering Institute and manufacturing engineering at Bradley University.

Skills & Qualifications: Mr. Azarbarzin’s expertise in the medical device industry and experience as an executive officer in the medical device field provide him with the qualifications and skills to serve on our Board.

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BOARD OF DIRECTORS (continued)

Antony Koblish

Age: 59
Director Since: 2012

Committee Memberships: None

Other Public Directorships: None

Antony Koblish is one of our co-founders and has served as our President and Chief Executive Officer and as a member of the Board since our founding in April 2012. Previously, Mr. Koblish was President and Chief Executive Officer of Orthovita, Inc., a publicly traded orthobiologics and biosurgery medical device company. Mr. Koblish co-founded and currently serves as Chairman of the Board of Onkos Surgical, Inc., a surgical oncology company, and is an operating partner with 1315 Capital, a private investment firm that provides expansion and growth capital to commercial-stage specialty pharmaceutical, medical technology, and health care services companies. Mr. Koblish also serves on the Board of Cerapedics Inc., a private ortho-biologics company, and is a board observer of Spineology, Inc., a private spine company and portfolio company of 1315 Capital. As a Board member of Cerapedics, observer of Spineology, and Chairman of the Board of Onkos Surgical, Mr. Koblish attends one board meeting per quarter, respectively, and as an operating partner for 1315 Capital Mr. Koblish attends one to two meetings per quarter. The remainder of Mr. Koblish’s time is dedicated to serving as our Chief Executive Officer. Mr. Koblish earned a Master of Science in Engineering degree in Mechanical Engineering and Applied Mechanics from the University of Pennsylvania, and holds a Bachelor of Science degree in Mechanical Engineering from Worcester Polytechnic Institute.

Skills & Qualifications: Mr. Koblish’s knowledge of our business, as well as his extensive leadership experience and successful record of commercial operation and product pipeline development provide him with the qualifications and skills to serve on our Board.

CLASS I DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Lisa Colleran

Age: 67
Director Since: 2020

Committee Memberships: Audit; Nominating and Corporate Governance (Chair)

Other Public Directorships: None

Lisa Colleran has been a member of our Board since April 2020. Ms. Colleran has been the principal of LNC Advisors, LLC, a strategic consulting firm that specializes in assisting biotech, pharmaceutical and medical device companies since February 2014, and has been the Chief Executive Officer of IC Surgical, a medical technology company, since 2015. Prior to founding LNC Advisors, Ms. Colleran served as chief executive officer of LifeCell Corporation and a board member for Centaur Guerney L.P. (a holding company of LifeCell Corporation) from January 2012 to April 2013. Ms. Colleran also served as the global president of LifeCell Corporation from May 2008 to January 2012. Prior to assuming the role of global president, Ms. Colleran served as LifeCell’s vice president of marketing and business development from December 2002 until July 2004 and as senior vice president of commercial operations from July 2004 until May 2008. Prior to joining LifeCell, Ms. Colleran served as vice president and general manager of Renal Pharmaceuticals for Baxter Healthcare Corporation from 2000 to 2002 and served in various other sales and marketing positions at Baxter, from 1983 to 2000. Ms. Colleran previously served on the board of directors for Establishment Labs Holdings Inc., an innovative breast implant company from 2015 until 2023. Ms. Colleran holds an M.B.A. from Loyola University of Chicago and a B.S.N. degree from Molloy College.

Skills & Qualifications: Ms. Colleran’s public company experience, broad healthcare management, market development and commercialization experience and her knowledge of healthcare policy and regulation, patient care delivery, clinical research and medical technology assessment provide her with the qualifications and skills to serve on our Board.

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BOARD OF DIRECTORS (continued)

Doug Evans

Age: 60
Director Since: 2020

Committee Memberships: Audit; Compensation

Other Public Directorships: None

Doug Evans has been a member of our Board since April 2020. Mr. Evans has served as the President and Chief Executive Officer of Lungpacer Medical Inc., a medical device company, since January 2014. Prior to joining Lungpacer, Mr. Evans served as the Chief Operating Officer and a member of the board of directors of Kensey Nash Corporation, a medical device company, from March 1995 to May 2012. Mr. Evans currently serves on the board of directors of WhiteSwell Medical and Lungpacer Medical, Inc., both medical device companies. Mr. Evans previously served on the board of Intact Vascular, Inc., a privately held medical device company. Mr. Evans holds a Master of Science degree in Electrical Engineering and Photonics from the University of Pennsylvania, a M.B.A. from Pennsylvania State University Great Valley School of Graduate Professional Studies and a Bachelor of Science in Engineering Sciences from the Pennsylvania State University.

Skills & Qualifications: Mr. Evans’ extensive executive leadership experience, deep knowledge of the medical device field and his experience with the commercialization of medical products provide him with the qualifications and skills to serve on our Board.

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CORPORATE GOVERNANCE AND RISK
MANAGEMENT

We are committed to good corporate governance and integrity in our business dealings. We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are key to our relationship with our stockholders. We strive to have regular, constructive conversations with our stockholders to better understand our stockholders’ priorities and perspectives.

Our governance practices are documented in our Fourth Amended and Restated Certificate of Incorporation, our Bylaws, our Code of Conduct, our Corporate Governance Guidelines and the charters of the committees of the Board, or the Committees. Aspects of our governance documents are summarized below. You can find our charters for each Committee and our Code of Conduct on our website at www.telabio.com under “Investors — Corporate Governance — Governance Documents.”

BOARD INDEPENDENCE

Our Board has determined that, with the exception of Mr. Koblish, each of our current directors and each former director who served as a member of the Board during the last fiscal year are “independent directors,” as defined under the rules of Nasdaq. In making such determination, the Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our common stock by each non-employee director. Our independent directors generally meet in executive session at each regularly scheduled Board meeting.

BOARD LEADERSHIP STRUCTURE

The Board does not have a formal policy with respect to the separation of the offices of CEO and Chairman of the Board. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of Chairman of the Board and CEO in any way that is in the best interest of the Company at a given point in time. Currently, our leadership structure separates the offices of CEO and Chairman of the Board, with Mr. Koblish serving as our CEO and Mr. Evans serving as Chairman of the Board. Our Board believes that the separation of the positions of CEO and Chairman of the Board reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. The Nominating and Corporate Governance Committee periodically evaluates our Board leadership structure and whether its leadership structure is appropriate to effectively address the specific needs of our business and the long-term interests of our stockholders.

BOARD COMMITTEES

Our Board has established various Committees to assist in discharging its duties: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each member of our Committees is an independent director as that term is defined by the Securities and Exchange Commission, or SEC, and Nasdaq. The primary responsibilities of each of the Committees and the Committee memberships are provided below under the section entitled “Board Attendance, Committee Meetings and Committee Membership.”

Each of the Committees has the authority, as its members deem appropriate, to engage legal counsel or other experts or consultants in order to assist the Committee in carrying out its responsibilities.

RISK MANAGEMENT

One of the key functions of our Board is to oversee our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address the risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

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CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued)

While the Board has the ultimate oversight responsibility for the risk management process, its Committees oversee risk in certain specified areas. For example:

•

The Audit Committee oversees management of financial reporting, compliance and litigation risks, including risks related to our insurance, treasury risk, information technology, cybersecurity, human resources and regulatory matters, as well as the steps management has taken to monitor and control such exposures.

•

The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation policies, plans and arrangements and the extent to which those policies or practices increase or decrease risk for the Company.

•

The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, potential conflicts of interest and the effectiveness of the Board.

EVALUATING BOARD EFFECTIVENESS

The Board, led by the Nominating and Corporate Governance Committee, is committed to continuous improvement and believes annual self-evaluations are an important tool for evaluating effectiveness. It has established and conducted an annual self-evaluation of the Board, which is presented by the Chairperson of the Nominating and Corporate Governance Committee to the Board for discussion. In addition, each committee conducts an annual self-assessment in a review process similar to that used by the Board.

CODE OF CONDUCT

We have a written Code of Conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct covers fundamental ethical and compliance-related principles and practices such as accurate accounting records and financial reporting, avoiding conflicts of interest, the protection and use of our property and information and compliance with legal and regulatory requirements. The Code of Conduct and any amendments thereto, or any waivers of its requirements, are disclosed on our website at www.telabio.com.

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Our director orientation programs familiarize new directors with the Company’s businesses, strategies, and policies, and assist new directors in developing the skills and knowledge required for their service on the Board. All other

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CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued)

directors are also invited to attend the orientation programs. From time to time, management advises, or invites outside experts to attend Board meetings to advise the Board on its responsibilities, management’s responsibilities, developments relevant to corporate governance and best corporate practices. Additionally, Board members may attend, and are encouraged to attend, accredited director education programs at the Company’s expense.

CORPORATE GOVERNANCE GUIDELINES

We have a written set of Corporate Governance Guidelines that are designed to help ensure effective corporate governance of our Company. Our Corporate Governance Guidelines cover topics including, but not limited to, the size and composition of the Board, Board membership criteria, director qualifications and duties, Board committees, director compensation and director communications with third parties. Succession planning for the Board is critical to our success. Our goal is to achieve a Board that provides effective oversight of the Company through the appropriate balance of diversity of perspectives, experience, expertise and skills. Our Corporate Governance Guidelines are reviewed periodically by the Nominating and Corporate Governance Committee, which recommends any proposed changes to our Board for approval.

BOARD ATTENDANCE, COMMITTEE MEETINGS AND COMMITTEE MEMBERSHIP

Director

Independence

Board

NCGC

Kurt Azarbarzin

Yes

Vince Burgess

Yes

Lisa Colleran

Yes

Doug Evans

Yes

Antony Koblish

Jeffrey Blizard

Yes

Federica O’Brien

Yes

	AC = Audit Committee			CC = Compensation Committee			C = Chair
	NCGC = Nominating and Corporate Governance Committee						M = Member

During 2024, our Board held thirteen meetings, our Compensation Committee held seven meetings, our Audit Committee held five meetings and our Nominating and Corporate Governance Committee held six meetings. Each director attended at least 75% of the meetings of the Board and the committees on which they served.

Directors are encouraged to attend our annual stockholder meetings. Each of our directors then serving on our Board attended the 2024 Annual Meeting of Stockholders.

Audit Committee

The Audit Committee assists the Board by providing oversight of our financial management, independent auditor and financial reporting procedures, as well as such other matters as directed by the Board or the Audit Committee Charter.

Among other things, the Audit Committee’s responsibilities include:

•

selecting a firm to serve as the independent registered accounting firm to audit our consolidated financial statements;

•

ensuring the independence of the independent registered public accounting firm;

•

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

•

establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

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MANAGEMENT (continued)

•

considering the adequacy of our internal controls and internal audit function;

•

reviewing our disclosure controls and procedures and management’s conclusions about the efficacy of such disclosure controls and procedures;

•

discussing material cybersecurity incidents or threats;

•

reviewing material related party transactions or those that require disclosure; and

•

approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

The members of our Audit Committee are Ms. O’Brien (Chair), Mr. Evans and Ms. Colleran. All members of our Audit Committee are deemed “independent” and financially literate under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that each of Ms. Colleran and Ms. O’Brien qualify as an “audit committee financial expert” within the meaning of SEC regulations. This designation does not impose any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies qualified individuals for membership on the Board, recommends to the Board the director nominees to fill vacancies on the Board and to stand for election at the next annual meeting of stockholders, develops and recommends to the Board a set of corporate governance guidelines for the Board and provides oversight of the corporate governance affairs of the Board, as well as such other matters as directed by the Board or the Nominating and Corporate Governance Charter. Among other things, our Nominating and Corporate Governance Committee’s responsibilities include:

•

reviewing and, as needed, updating the skills matrix;

•

identifying and recommending candidates for membership on our Board;

•

reviewing, overseeing the implementation of and monitoring compliance with our corporate governance guidelines and policies and recommending necessary or appropriate changes to our corporate governance guidelines and policies;

•

reviewing proposed waivers of the Code of Conduct for directors and executive officers;

•

overseeing the process of evaluating the performance of our Board; and

•

assisting our Board on corporate governance matters.

The Nominating and Corporate Governance Committee is responsible for identifying individuals that the Nominating and Corporate Governance Committee believes are qualified to become Board members, as described above in the section entitled “Board Structure and Composition.”

The members of our Nominating and Corporate Governance Committee are Ms. Colleran (Chair), Mr. Azarbarzin and Mr. Blizard. The Board has determined that all Nominating and Corporate Governance Committee members are independent under the listing standards of Nasdaq.

Compensation Committee

The Compensation Committee reviews the performance and development of our management in achieving corporate goals and objectives and assures that our executive officers (including our CEO) and directors are compensated effectively in a manner consistent with our strategy, competitive practice and stockholder interests, as well as such other matters as directed by the Board or the Compensation Committee Charter. Among other things, the Compensation Committee’s responsibilities include:

•

reviewing and approving, or recommending that our Board approve, the compensation of our executive officers;

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CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued)

•

reviewing and recommending to our Board the compensation of our directors;

•

administering our stock and equity incentive plans;

•

reviewing and approving, or making recommendations to our Board with respect to, incentive compensation and equity plans;

•

reviewing our overall compensation philosophy; and

•

reviewing our key human capital management strategies.

Our Compensation Committee has the authority to form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances. The Compensation Committee annually reviews the performance of each of the executive officers, including the CEO. It then determines and approves the compensation of each executive officer, other than the CEO, and determines and makes recommendations regarding the CEO’s compensation level to the Board for approval.

Aon’s Human Capital Solutions practice (a Division of Aon plc), or Aon, a subsidiary of Aon Hewitt Limited, serves as our executive compensation consultant. Aon reports directly to the Compensation Committee and provides various executive compensation services to the Compensation Committee, including advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relation to performance. Aon does not provide services to us other than its advice to the Compensation Committee on executive and director compensation matters.

The members of our Compensation Committee are Mr. Burgess (Chair), Mr. Evans and Mr. Azarbarzin. The Board has determined that all Compensation Committee members are independent under the listing standards of Nasdaq, and that they are “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

FAMILY RELATIONSHIPS

There are no family relationships among any of our directors or executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 2024 and as of the date of this Proxy Statement, none of the members of the Compensation Committee was or is one of our officers or employees, and none of our executive officers has served or serves on the compensation committee or board of any company that employed or employs any member of our Compensation Committee or Board.

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CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued)

STOCKHOLDER ENGAGEMENT

Connect

Engaging with investors is fundamental to our commitment to good corporate governance and essential to maintaining strong corporate governance practices. Throughout the year, we seek opportunities to connect with our investors to gain and share valuable insights into current and emerging global governance trends.

Collaborate

We strive for a collaborative approach to stockholder engagement and value the variety of investors’ perspectives received, which helps deepen our understanding of their interests and motivations.

Communicate

Our goal is to communicate with our stockholders through various platforms, including via our website at www.telabio.com, in print and in person at investor presentations or stockholder meetings. We view communication between our stockholders and the Board as a dialogue.

How to
Communicate
with our
Directors

By mail:
Corporate Secretary, TELA Bio, Inc.
1 Great Valley Parkway, Suite 24
Malvern, PA 19355

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DIRECTOR COMPENSATION

We have designed and implemented our compensation program for our non-employee directors to attract, motivate and retain individuals who are committed to our values and goals and who have the expertise and experience that we need to achieve those goals.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The table below depicts the compensation elements of our Amended and Restated Non-Employee Director Compensation Policy during 2024:

		Compensation Elements — Non-Employee Director Compensation Policy
		Cash Retainers
		Annual Cash Retainer			$45,000
		Annual Committee Chair Retainer
		Audit			$20,000
		Compensation			$15,000
		Nominating and Corporate Governance			$10,000
		Annual Committee Member Retainer
		Audit			$10,000
		Compensation			$7,500
		Nominating and Corporate Governance			$5,000
		Annual Non-Executive Chairman of the Board Cash Retainer			$35,000
		Equity Awards
		Initial Equity Award			The Initial Equity Award consists of: (1) an option to purchase 9,300 shares of common stock vesting in 36 equal monthly installments on the monthly anniversary of the date of grant; and (2) a restricted stock unit award with respect to 6,375 shares of common stock vesting in three equal annual installments on the first three anniversaries of the grantee’s initial appointment or election to the Board, in each case subject to the continued service of the grantee through the applicable vesting dates. Starting on January 1, 2025, the Compensation Committee has determined to increase the Initial Equity Award to consist of: (1) an option to purchase 17,550 shares of common stock and (2) a restricted stock unit award with respect to 11,925 shares of common stock.
					The Initial Equity Award vests in full upon the occurrence of a change in control, subject to the continued service of the grantee through the applicable vesting dates. In addition, the Compensation Committee retains the discretion to accelerate the vesting of Initial Equity Awards upon a grantee’s death.

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DIRECTOR COMPENSATION (continued)