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TELA Bio, Inc.

For the period ended May 28, 2025. Filed Apr 17, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2025 · Filed Apr 17, 2025

TELA$0.82+5.1%Stored close · as of Nov 6, 2026
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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

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☐ Filed by a party other than the Registrant

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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

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No fee required

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Fee paid previously with preliminary materials

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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 atinfo@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.

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;

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

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

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

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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;

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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;

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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

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

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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 atwww.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.

​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

​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 · ​ · ​ · AC · ​ · ​ · CC · ​ · ​ · NCGC · ​ · ​
​​Jeffrey Blizard​​​​56​​​​​2024​​​Global Head of Surgical Therapies, Abiomed​​Yes​​​​​​​​​​​​​​​​M​​​
​​Vince Burgess​​​​60​​​​​2014​​​Retired Executive​​Yes​​​​​​​​​​C​​​​​​​​​
​​Federica O’Brien​​​​67​​​​​2019​​​President of CFO’Brien Consulting, LLC​​Yes​​​​C​​​​​​​​​​​​​​​
​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.

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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.

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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.

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Announced appointment of new Board member, Jeffrey Blizard.

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

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