Surrozen, Inc./DE
For the period ended Apr 1, 2026. Filed Apr 1, 2026.
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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.
Apr 1, 2026 · Filed Apr 1, 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
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 |
Surrozen, 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 the appropriate box):
| ☒ | 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 |
April 1, 2026
Dear Fellow Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Surrozen, Inc., which will be held on Wednesday, May 13, 2026, beginning at 10:00 a.m., Pacific Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.
Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.
Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the Annual Meeting via the internet. Please vote electronically over the internet, by telephone or by returning your signed proxy card in the envelope provided. You may also vote your shares online during the Annual Meeting. Instructions on how to vote while participating at the meeting live via the internet are posted atwww.virtualshareholdermeeting.com/SRZN2026.
On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
/s/ Craig Parker
Craig Parker
President, Chief Executive Officer and Director
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 2026
Notice is hereby given that the 2026 annual meeting of stockholders (the “Annual Meeting”) of Surrozen, Inc., a Delaware corporation, will be held on Wednesday, May 13, 2026, at 10:00 a.m., Pacific Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online by visitingwww.virtualshareholdermeeting.com/SRZN2026. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “General Information about the Annual Meeting and Voting – How can I attend and vote at the Annual Meeting?”
The Annual Meeting is being held:
| 1. | To elect our nominees, Mace Rothenberg, M.D. and David J. Woodhouse, Ph.D. as Class II directors to hold office until our annual meeting of stockholders to be held in 2029 or until their successors are duly elected and qualified, or until their earlier death, resignation or removal; |
| 2. | To ratify, in a non-binding vote, the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026; |
| 3. | To approve, on a non-binding advisory basis, the compensation of our named executive officers; |
| 4. | Advisory vote on the preferred frequency of the advisory vote on the compensation of our named executive officers; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. |
These items of business are described in the Proxy Statement that follows this Notice. Holders of record of our common stock as of the close of business on March 18, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.
Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by completing, signing, dating and returning your proxy card or by internet or telephone voting as described on your proxy card.
By Order of the Board of Directors
/s/ Charles Williams
Charles Williams
Chief Operating Officer and Corporate Secretary
This Notice of Annual Meeting and Proxy Statement are first being distributed or made available,
as the case may be, on or about April 1, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting:
This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 are available free of charge at www.proxyvote.com.
Surrozen, Inc. | 171 Oyster Point Blvd., Suite 400 | South San Francisco, California 94080
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 6 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 10 |
| PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION | 12 |
| PROPOSAL NO. 4: ADVISORY VOTE ON THE PREFERRED FREQUENCY OF ADVISORY APPROVAL OF EXECUTIVE COMPENSATION | 13 |
| AUDIT COMMITTEE REPORT | 14 |
| EXECUTIVE OFFICERS | 15 |
| CORPORATE GOVERNANCE | 16 |
|---|---|
| EXECUTIVE COMPENSATION | 23 |
| DIRECTOR COMPENSATION | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 |
| CERTAIN TRANSACTIONS WITH RELATED PERSONS | 38 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 41 |
| HOUSEHOLDING | 42 |
i
Surrozen, Inc.
171 Oyster Point Blvd., Suite 400
South San Francisco, California 94080
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 2026
This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) are being furnished by and on behalf of our Board of Directors (the “Board”) in connection with our 2026 annual meeting of stockholders (the “Annual Meeting”). The Notice of Annual Meeting of Stockholders and this Proxy Statement are first being distributed or made available, as the case may be, on or about April 1, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.