DEF 14A 1 ea0206252-02.htm PROXY STATEMENT

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

Longeveron 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.

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May 20, 2024

Dear Longeveron Stockholders:

We are pleased to invite you to the 2024 Annual Meeting of Stockholders of Longeveron Inc. to be held on Tuesday, July 2, 2024, at 1:00 p.m. Eastern Time via live webcast at the virtual meeting site, www.colonialstock.com/longeveron2024.

We will conduct a virtual online Annual Meeting so our stockholders can participate from any geographic location with Internet connectivity. We believe this will enhance accessibility to our Annual Meeting for all of our stockholders. Stockholders will be able to attend and participate in the Annual Meeting online, vote shares electronically, and submit questions prior to and during the Annual Meeting as described in the enclosed proxy statement. We are pleased to embrace the current technology available to provide expanded access and enable greater stockholder attendance and participation from any location around the world.

The expected actions to be taken at the Annual Meeting are described in the attached Proxy Statement and Notice of Annual Meeting of Stockholders. In addition to the Proxy Statement, we are mailing or making available to you a copy of our Annual Report to Stockholders for the year ended December 31, 2023, which we encourage you to read. Our Annual Report to Stockholders includes our audited financial statements for 2023 (our “Annual Report”) and information about our operations, markets and products.

We are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the attached Proxy Statement and our Annual Report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including the attached Proxy Statement, our Annual Report and a form of proxy card. All stockholders who request a paper copy of our proxy materials will receive a paper copy of the proxy materials by mail. It is anticipated that our proxy materials are being first mailed or made available to stockholders on or about May 20, 2024.

Your vote is important. Whether or not you plan to participate in the virtual online Annual Meeting, you can be sure your shares are represented at the meeting by promptly voting your shares as instructed in the Notice, or by requesting a printed proxy card, if you prefer, and completing, signing, dating and returning the printed proxy card by mail. If you later decide to participate in the Annual Meeting and wish to change your vote, you may do so simply by voting online during the meeting.

To log in to and participate in this year’s virtual Annual Meeting, you will need the stockholder control number and meeting password located on the Notice, on your proxy card or on the instructions that accompanied your proxy materials. Please keep this information in a safe place so it is available to you for the meeting.

We look forward to having you join us online at the Annual Meeting.

		Sincerely,

		Dr. Joshua Hare
		Chairman of the Board & Chief Science Officer
		Longeveron Inc.

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LONGEVERON INC.

1951 NW 7th Avenue, Suite 520
Miami, Florida 33136

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 2, 2024

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Longeveron Inc. will be held on Tuesday, July 2, 2024, at 1:00 p.m. Eastern Time, at the virtual meeting site www.colonialstock.com/longeveron2024. The Annual Meeting will be held solely online, and as such there is no physical address for the Annual Meeting. The Annual Meeting will be held for the following purposes as more fully described in the Proxy Statement accompanying this notice:

1. Election of Directors. The election of four (4) directors to serve on the Longeveron Inc. Board of Directors until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

2. Approval of amendment to the Longeveron 2021 Incentive Award Plan. Approval of an amendment to the Longeveron Inc. 2021 Incentive Award Plan, to increase the number of shares authorized by the Plan and make commensurate changes.

3. Ratification of the appointment of Marcum LLP. Ratification of the appointment of Marcum LLP as the independent registered public accounting firm for Longeveron Inc. for the fiscal year ending December 31, 2024.

4. Other Business. Any other business properly brought before the stockholders at the Annual Meeting, or at any adjournment or postponement thereof.

The close of business on May 16, 2024 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Only stockholders of record at such time will be so entitled to vote. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by stockholders on the Annual Meeting site at www.colonialstock.com/longeveron2024.

You are cordially invited to participate in the Annual Meeting. Whether or not you plan to participate in the Annual Meeting online, we urge you to ensure your representation by voting by proxy promptly in accordance with the Notice of Internet Availability of Proxy Materials (the “Notice”) or by requesting a printed proxy card, if you prefer, and completing, signing, dating and returning the proxy card, or the form forwarded by your bank, broker or other holder of record, by mail. If you attend the Annual Meeting online and vote your shares at that time, your proxy will not be used.

The presence at the Annual Meeting, in person or by proxy, of holders of record of issued and outstanding shares of capital stock representing a majority of the votes entitled to be cast at the meeting constitutes a quorum. Please vote your shares in accordance with the Notice or return your proxy card in order to ensure that a quorum is obtained.

		By Order of the Board of Directors,

		Paul Lehr
		Corporate Secretary
		Miami, Florida

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Important notice regarding the availability of proxy materials for the stockholder meeting to be held July 2, 2024: The Proxy Statement and Annual Report are available at www.colonialstock.com/longeveron2024.

Your vote is very important, regardless of the number of shares you own. In accordance with Securities and Exchange Commission (“SEC”) rules, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders via the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive a printed copy of the proxy materials unless you request to receive them in accordance with the instructions provided in the Notice. The Notice contains instructions on how to access and review all of the important information contained in the proxy materials over the Internet. The Notice also instructs how you may submit your proxy over the Internet. If you received a Notice and would like to receive a printed copy of our proxy materials, including our Annual Report on Form 10-K (as amended), follow the instructions for requesting such materials included in the Notice.

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LONGEVERON INC.
PROXY STATEMENT

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		Page
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		1
MATTERS TO BE CONSIDERED AT ANNUAL MEETING		6
PROPOSAL 1: ELECTION OF DIRECTORS		6
PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE LONGEVERON 2021 INCENTIVE AWARD PLAN		10
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		16
CORPORATE GOVERNANCE		18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		25
DELINQUENT SECTION 16(a) REPORTS		27
EXECUTIVE COMPENSATION		29
ANNUAL REPORT		37
HOUSEHOLDING OF PROXY MATERIALS		37
OTHER MATTERS		37

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LONGEVERON INC.
PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 2, 2024

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

General

This Proxy Statement contains information related to the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Longeveron Inc. (“Longeveron,” the “Company,” “we,” “our” or “us”), which will be held on Tuesday, July 2, 2024, at 1:00 p.m. Eastern Time, and any postponements or adjournments thereof. We will host the Annual Meeting solely online via live webcast, so our stockholders can participate from any geographic location with Internet connectivity. We believe this will enhance accessibility to our Annual Meeting for all of our stockholders.

In accordance with Securities and Exchange Commission (“SEC”) rules, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders via the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive a printed copy of the proxy materials other than as described below. The Notice contains instructions on how to access and review all of the important information contained in the proxy materials over the Internet. The Notice also instructs how you may submit your proxy over the Internet. If you received a Notice and would like to receive a printed copy of our proxy materials, including our Annual Report on Form 10-K (as amended), follow the instructions for requesting such materials included in the Notice.

Stockholders of record at the close of business on May 16, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. It is anticipated that the Notice will first be sent to stockholders, and this Proxy Statement and the form of proxy relating to our Annual Meeting, are being first mailed or made available to stockholders on or about May 20, 2024. These materials are available for viewing, printing and downloading on the Internet at www.colonialstock.com/longeveron2024.

Purpose of the Meeting

The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement and are described in more detail in this Proxy Statement. We are not aware of any matter to be presented other than those described in this Proxy Statement.

How to Participate in the Annual Meeting

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.colonialstock.com/longeveron2024. You also will be able to vote your shares online by attending the Annual Meeting by webcast. To participate in the Annual Meeting, you will need to enter the control number and meeting password included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Please also note that if you hold your shares in “street name” (that is, through a broker or other nominee), you may need to follow additional instructions provided by your broker in order to vote your shares and submit questions during the Annual Meeting.

The online meeting will begin promptly at 1:00 p.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Online access will begin at 12:30 p.m. Eastern Time. Please follow the registration instructions as outlined in this Proxy Statement.

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Voting

We have two classes of common stock outstanding: our outstanding Class A common stock, par value $0.001 per share (the “Class A Common Stock”) and our outstanding Class B common stock, par value $0.001 per share (the “Class B Common Stock,” which together with the Class A Common Stock is referred to in this Proxy Statement as the “Common Stock”). Holders of our Class A Common Stock and Class B Common Stock have identical rights, except that holders of our Class A Common Stock are entitled to one (1) vote for each share held of record and holders of our Class B Common Stock are entitled to five (5) votes for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors. Stockholders do not have cumulative voting rights. Holders of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to the stockholders for their vote or approval, except as may otherwise be required by Delaware law. Class A Common Stockholders and Class B Common Stockholders of record on the Record Date are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, 4,864,619 shares of Class A Common Stock representing the same number of votes and 1,484,005 shares of Class B Common Stock representing 7,420,025 votes were issued and outstanding. Thus, the presence at the Annual Meeting, in person or by proxy, of holders of Class A Common Stock or Class B Common Stock, or a combination thereof, representing at least 6,142,323 votes will be required to establish a quorum, which permits business to be conducted at the Annual Meeting. Abstentions and broker non-votes count as present for establishing a quorum but will not be counted as votes cast. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

What Vote is Required to Approve Each Item?

Election of Directors. The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of directors. A properly executed proxy marked “WITHHOLD” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

Other Proposals. The affirmative vote of a majority of the votes cast at the Annual Meeting is required to amend the Longeveron 2021 Incentive Award Plan and to ratify the appointment of Marcum LLP as our independent registered public accounting firm for fiscal year 2024.

Treatment of Abstentions and Broker Non-Votes. Under Delaware law, an “abstain” vote is counted as present for the purposes of determining whether a quorum exists but is not considered a vote cast either for or against a proposal. As such, abstentions will not have any effect on the outcome of the proposals. A broker “non-vote” is counted as present for the purposes of determining whether a quorum exists. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. A bank, broker or other nominee holding the shares of Common Stock in “street name” for a beneficial owner has discretion (but is not required) to vote the beneficial owner’s share of Common Stock with respect to “routine” matters if the beneficial owner does not provide voting instructions. The broker or other nominee, however, is not permitted to vote the beneficial owner’s share of Common Stock with respect to “non-routine” matters without voting instructions. A “broker non-vote” occurs when the broker or other nominee does not vote on a particular proposal because that broker or other nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

The first proposal at the Annual Meeting concerning the election of directors and the second proposal concerning the amendment to the 2021 Incentive Award Plan are considered non-routine. The third proposal at the Annual Meeting regarding ratification of our independent registered public accounting firm is routine. Accordingly, a bank, broker or other nominee that does not receive instructions from the beneficial owner will be entitled to vote such owner’s shares in its discretion solely on the third proposal (ratification of our independent registered public accounting firm) and will not have discretionary authority to vote on first proposal (election of directors) or the second proposal (amendment to the 2021 Incentive Award Plan). Broker non-votes will be considered to have no effect on the first and second proposal, and banks, brokers, or other nominees will be permitted to vote on the third proposal.

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Difference Between a “Stockholder of Record” and a Beneficial Owner of Shares Held in “Street Name”

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Colonial Stock Transfer, then you are considered the “stockholder of record” of those shares. In this case, your Notice or printed proxy materials have been sent to you directly by us. You may vote your shares by proxy prior to the Annual Meeting by following the instructions contained on the Notice or, if you received a printed version of the proxy materials by mail, by following the instructions provided with your proxy materials and on your proxy card.

Beneficial Owners of Shares Held in Street Name. If your shares are held in a brokerage account or by a bank, trust or other nominee or custodian, then you are considered the beneficial owner of those shares, which are held in “street name.” In this case, your proxy materials have been forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization.

How to Vote

The manner in which your shares may be voted depends on how your shares are held. If you are a stockholder of record, meaning that your shares are represented by certificates or book entries in your name so that you appear as a stockholder on the records of Colonial Stock Transfer, our stock transfer agent, you may vote by proxy, meaning you authorize the individuals named on your proxy card or Notice to vote your shares. If you choose to vote by proxy, you may do so by telephone, via the Internet or by mail. Each of these methods is explained below. If you hold your shares of Common Stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive. If no direction is made on your proxy and it is otherwise properly executed, your proxy will be voted FOR the election of the four director nominees, FOR the amendment to the 2021 Incentive Award Plan and FOR the ratification of our independent registered public accounting firm. You also may participate in and vote during the Annual Meeting.

Voting by proxy. You may vote your shares by proxy by telephone, via the Internet or by mail:

• By Telephone. You may transmit your proxy voting instructions by calling the telephone number specified on the Notice, or if you received a printed version of the proxy materials by mail, by following the instructions provided with your proxy materials and on your proxy card. You will need to have the Notice or proxy card in hand when you call. If you choose to vote by telephone, you do not have to return a proxy card by mail.

• Via the Internet. You may transmit your proxy voting instructions via the Internet by accessing the website specified on the Notice, or if you received a printed version of the proxy materials by mail, by following the instructions provided with your proxy materials and on your proxy card. You will need to have the Notice or proxy card in hand when you access the website. If you choose to vote via the Internet, you do not have to return a proxy card by mail.

• By Mail. If you received printed proxy materials, you may vote by proxy by completing, signing and dating the proxy card enclosed with your printed proxy materials and returning it in the enclosed prepaid envelope.

Voting online during the Annual Meeting: Stockholders who elect to participate in the Annual Meeting may vote online during the Annual Meeting by following the instructions provided. Even if you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting so that if you should become unable to attend the Annual Meeting your shares will still be voted in accordance with your direction.

Telephone and Internet voting for stockholders of record will be available up until voting has closed at the Annual Meeting, and mailed proxy cards must be received by July 1, 2024, in order to be counted at the Annual Meeting. If the Annual Meeting is adjourned or postponed, this deadline may be extended.

If your shares are held in “street name” (by a broker, bank, or other nominee), you are considered a “beneficial owner.” The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares held in street name will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization.

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Revoking a Proxy; Changing Your Vote

If you are a stockholder of record, you may revoke your proxy before the vote is taken at the meeting:

• by submitting a new proxy with a later date before the Annual Meeting either signed and returned by mail or transmitted using the telephone or Internet voting procedures described in the “How to Vote” section above;

• by voting online at the virtual meeting site; or

• by filing a written revocation with our corporate Secretary.

If your shares are held in “street name,” you may submit new voting instructions by contacting your broker or other organization holding your account. You may also vote online at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a legal proxy from the organization that holds your shares as described in the “How to Vote” section above.

Your attendance alone at the Annual Meeting will not automatically revoke your proxy.

Solicitation

Our Board of Directors is soliciting proxies for the Annual Meeting as described in this Proxy Statement, and Longeveron will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of the Notice, this Proxy Statement, the proxy card and any additional solicitation materials furnished to the stockholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation materials to such beneficial owners. We may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. In addition, the original solicitation of proxies by mail may be supplemented by a solicitation by Internet or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse reasonable out-of-pocket expenses.

Deadlines for Receipt of Stockholder Proposals

Rule 14a-8 Requirements. Stockholders may present proposals for action at a future meeting only if they comply with the requirements of the proxy rules established by the SEC and our Bylaws. Typically, for stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to be presented at and included in our proxy statement for the following year’s Annual Meeting of Stockholders, such proposals must be submitted and received not less than 120 calendar days before the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. For the 2025 Annual Meeting, such proposals must be received by the Company no later than January 27, 2025.

Requirements of our Bylaws. Additionally, pursuant to our Bylaws, any stockholder intending to present a proposal for action at an annual meeting, including submission of a nomination for a director to the Board, must give written notice to the Company’s corporate Secretary not less than 90 days and not more than 120 days prior to the anniversary date of the prior year’s annual meeting, which for the 2025 Annual Meeting would be March 4 to April 3, 2025 except that if date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, then the deadline for submitting a stockholder proposal is the 90th day prior to such annual meeting, or if later, the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Stockholder proposals and nominations must be in writing and should be addressed to our corporate Secretary at our principal executive offices located at 1951 NW 7th Ave., Suite 520, Miami, Florida 33136. In addition, nominations of any person for election to the Board at an annual meeting must comply with the requirements set forth in Sections 2.5 and 2.6 of our Bylaws.

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Requirements of the Universal Proxy Rules. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information as required by Rule 14a-19 under the Exchange Act no later than April 14, 2025. These requirements are separate from and in addition to the SEC’s requirements that a stockholder must meet in order to have a stockholder proposal included in the Company’s proxy statement, as discussed above. The Chairman of the Annual Meeting reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements, including conditions set forth in our Bylaws and conditions established by the Securities and Exchange Commission.

We have not been notified by any stockholder of his or her intent to present a stockholder proposal from the floor at this year’s Annual Meeting. Your proxy grants the proxy holders discretionary authority to vote on any matter properly brought before the Annual Meeting that is not included in this Proxy Statement.

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MATTERS TO BE CONSIDERED AT ANNUAL MEETING

PROPOSAL 1:
ELECTION OF DIRECTORS

Our Amended and Restated Certificate of Incorporation and Bylaws provide for our Board of Directors (the “Board”) to be divided into three classes. Each class of directors serves for a three-year term, with one class being elected by the Company’s stockholders at each annual meeting. Our Board currently has eight directors: Joshua Hare (Chair), Wa’el Hashad, Khoso Baluch, Neil Hare, Douglas Losordo, Richard Kender, Rock Soffer, and Ursula Ungaro. Jeffrey Pfeffer resigned from the Board on May 6, 2024, and Cathy Ross resigned from the Board on May 8, 2024, resulting in two vacancies on the Board. On May 10, 2024, the Board appointed Richard Kender to fill the vacancy created by Mr. Pfeffer’s resignation. Joshua Hare, Douglas Losordo, and Ursula Ungaro currently serve as directors with terms expiring at this year’s Annual Meeting. There is an additional vacancy to be filled at this year’s Annual Meeting as a result of Ms. Ross’s resignation. Neil Hare and Rock Soffer serve as directors with terms expiring at the 2025 annual meeting of stockholders; and Wa’el Hashad, Khoso Baluch, and Richard Kender serve as directors with terms expiring at the 2026 annual meeting of stockholders.

Four directors will be elected at the Annual Meeting to serve three-year terms expiring on the date of the annual meeting of stockholders to be held in 2027 (the “2027 Annual Meeting”) or until their respective successors shall have been elected and qualified. Dr. Losordo has communicated to the Board that he is not standing for re-election at this year’s Annual Meeting. As a result, the Governance and Nominating Committee of the Board of Directors has recommended to the Board for nomination, and the Board has nominated Mr. Joshua Hare, the Company’s current Chief Science Officer (CSO) and current Chairman of the Board, Ms. Ursula Ungaro, a current director, Mr. Roger Hajjar (who was recommended to the Board by Joshua Hare), and Ms. Neha Motwani (who was recommended to the Board by Khoso Baluch) as its nominees for election to the Board at the Annual Meeting. Your proxy will be voted unless authority is withheld or the proxy is revoked, FOR the election of Dr. Hare, Ms. Ungaro, Dr. Hajjar, and Ms. Motwani to hold office until the date of our 2027 Annual Meeting or until their respective successors have been duly elected and qualified or until in either case they earlier resign, become disqualified or disabled, or are otherwise removed. Each returned proxy cannot be voted for a greater number of persons than the nominees named on the proxy. In the unanticipated event that a nominee becomes unable or declines to serve at the time of the Annual Meeting, the proxies will be voted for a substitute person recommended by the Governance and Nominating Committee and approved by the Board. Each of Dr. Hare, Ms. Ungaro, Dr. Hajjar, and Ms. Motwani have agreed to serve if elected, and the Board has no reason to believe that they will be unavailable to serve.

DIRECTORS AND NOMINEES

Provided below is certain information with respect to each nominee for election as a director and each continuing director.

Director Nominees for Terms Ending at the 2027 Annual Meeting of Stockholders:

Name	Age	Present Position with the Company
Joshua M. Hare, M.D.	61	Co-Founder, Chief Science Officer, Chairman and Director
Ursula Ungaro, J.D.	73	Director
Roger Hajjar, M.D.	59	None
Neha Motwani	47	None

Joshua M. Hare, M.D., F.A.C.C., F.A.H.A. (Co-Founder, Chief Science Officer and Chairman), age 61, cofounded Longeveron in 2014 and has served on its Board of Directors and as its Chief Science Officer since that time. Longeveron obtained an exclusive license to cell production technologies developed by Dr. Hare at University of Miami (UM). Dr. Hare is a double boarded cardiologist (Cardiology and Advanced Heart Failure and Transplantation) and is the founding director of the Interdisciplinary Stem Cell Institute at the UM Miller School of Medicine. He has obtained in excess of $25 Million in funding from the National Institutes of Health over the past 15 years to support basic research of cell therapy strategies. He is also a recipient of the Paul Beeson Physician Faculty Scholar in Aging Research Award and is an elected member of the American Association of Physicians, The American Society

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for Clinical Investigation, and is an elected Fellow of the American Heart Association. Dr. Hare has also served in numerous leadership roles at the American Heart Association and at the Center for Scientific Review of the National Institutes of Health. Dr. Hare is also a co-founder of Vestion, Inc., and Heart Genomics, LLC, companies that hold cardio-related intellectual property. He received a B.A. from the University of Pennsylvania, and his M.D. from The Johns Hopkins University School of Medicine and completed fellowships at Johns Hopkins and Brigham and Women’s Hospital, and was a Research Fellow at Harvard Medical School.

Ursula Ungaro, J.D., age 73, has served on Longeveron’s Board of Directors since June 2021. She currently serves as partner of the law firm Boies Schiller Flexner LLP. Prior to joining Boies Schiller, Ms. Ungaro served 29 years as a federal judge. Ms. Ungaro was appointed to serve on the federal U.S. District Court for the Southern District of Florida in 1992 after being nominated by President George H.W. Bush and being confirmed by the U.S. Senate. In her time on the federal bench, she presided over and ruled in numerous major civil and criminal cases in legal domains ranging from constitutional principles, equal rights, securities issues, and the use of non-embryonic stem cell therapies, amongst many others. Following her graduation with honors from the University of Florida School of Law in 1975, Ms. Ungaro practiced law in Miami, Florida where in 1981 she became a partner in Tew, Critchlow, Sonberg, Traum & Friedbauer, P.A. (later merged into Finley, Kumble, Wagner, Heine, Underberg, Manley, Myerson & Casey, a national law firm). She subsequently joined Sparber, Shevin, Shapo & Heilbronner, a prestigious local law firm. She practiced law mainly in the area of complex commercial litigation, including in the areas of securities, corporate and tax law. From 1987 to 1992, Ms. Ungaro served as a trial judge on the Eleventh Judicial Circuit of the State of Florida. She has authored published articles in the areas of administrative law, legal ethics, and civil procedure. She is the recipient of the ORT Jurisprudence Award and has been recognized on several occasions by other organizations for her achievements in the law and service to the community.

Roger Hajjar, M.D., age 59, is an internationally recognized scientist whose cardiac gene therapy discoveries have spurred clinical trials for heart failure, and whose methodologies for cardiac-directed gene transfer are currently utilized by investigators around the world. He was recently head of R&D at Ring Therapeutics and was appointed as the inaugural director of the Gene and Cell Therapy Institute at Mass General Brigham. Dr. Hajjar also currently serves on the Board of Atamayo Therapeutics. He has initiated multiple clinical trials in gene therapy for a variety of cardiovascular diseases, authored over 500 publications, and received numerous awards for his achievements in the field of cardiac gene therapy. Dr. Hajjar is a co-founder of several biotechnology companies and, from 2019 to 2022, was involved in the creation of multiple gene therapy companies at Flagship Pioneering, Cambridge, MA. Dr. Hajjar earned his B.S. in Biomedical Engineering from Johns Hopkins University and his M.D. from Harvard Medical School.

Neha Motwani, age 47, has over 25 years of healthcare investment banking experience. Most recently, she served as Managing Director, Health Care Investment Banking at William Blair from 2021 to 2023. From 2017 to 2021 Ms. Motwani served as the Managing Director, Health Care Investment Banking at Truist Securities. She previously held investment banking roles of increasing responsibility with Oppenheimer and Company, Stifel Financial and Cowen and Company, where, collectively, she completed transactions raising over $6.8 billion. Ms. Motwani earned her B.A. in political science from Columbia University.

Vote Required for Approval and Recommendation of Board of Directors

The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of directors. A properly executed proxy marked “WITHHOLD” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE NOMINEES NAMED ABOVE OR THEIR SUBSTITUTES AS SET FORTH HEREIN.

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Continuing Directors with Terms Ending at the 2025 Annual Meeting of Stockholders:

Name	Age	Present Position with the Company
Neil E. Hare, J.D.	54	Director
Rock Soffer	42	Director

Neil E. Hare, J.D., age 54, has served on Longeveron’s Board of Directors since September of 2015. Mr. Hare is the founder and president of Global Vision Communications, LLC, a Washington, D.C.-based agency specializing in strategic communications, business development, branding and marketing. He is also a licensed attorney and is Of Counsel to the law firm of McCarthy Wilson LLP. Mr. Hare represents Fortune 500 companies, major trade associations, and Federal government agencies. He is an expert in small business policy, focusing on access to capital, and is a regular contributor to Forbes magazine. Previously, he served as vice president of Corporate Communications at the U.S. Chamber of Commerce, where he managed public policy awareness campaigns aimed at the Chamber’s three million members on issues such as tax and regulatory reform, market driven health care, energy, free trade, and expanded transportation and infrastructure. Mr. Hare received a J.D. from American University’s Washington College of Law and a B.A. in international relations from Tufts University.

Rock Soffer, age 42, was elected to Longeveron’s Board of Directors in March 2020. Mr. Rock Soffer is President, Special Project Division at Turnberry Associates, where he oversees leasing, asset acquisitions, zoning and site approvals, as well as the development of other specialty projects. He has experience in managing and securing financing for complex projects, as well as overseeing a number of developments in Florida, such as the redevelopment of an almost 200,000 square-foot open-air lifestyle shopping center in Aventura. In addition, Mr. Rock Soffer was tasked with overseeing the referendum for the new 800-key Miami Beach Convention Center luxury hotel. Upon completion, the privately funded property will be the cornerstone of the Convention Center District in Miami Beach. Mr. Rock Soffer is an advocate for responsible, environmentally sustainable development.

Director Nominees for Terms Ending at the 2026 Annual Meeting of Stockholders:

Name	Age	Present Position with the Company
Wa’el Hashad	61	Chief Executive Officer and Director
Khoso Baluch	66	Director
Richard Kender	68	Director

Wa’el Hashad, M.B.A., age 61, was appointed in February 2023 as CEO of Longeveron Inc. Prior to this position, Mr. Hashad served as the President and CEO of Avanir Pharmaceuticals from 2017 until 2023. Prior to 2017, he served as the chairman of the strategic advisory board for Morningside Biopharma, a private incubator of several pharmaceutical/bio-tech companies, for three years. In addition, he has held vice president roles at Amgen Inc., Boehringer Ingelheim, and Eli Lilly and Company. Mr. Hashad earned an executive degree from the Wharton Business School, University of Pennsylvania, an M.B.A. degree from the University of Akron, and a Bachelor of Science degree from the University of Cairo.

Khoso Baluch, age 66, was elected to Longeveron’s Board of Directors in June 2023. Mr. Baluch has over 36 years of experience across global geographies in the biopharmaceutical industry. Since 2012, he has served as an independent director of Poxel S.A., a French publicly traded biotech company, chairs its compensation committee and as of March 2023 became Chairman. He also currently serves as an independent director of Processa Pharmaceuticals, Inc (NASDAQ: PCSA), and serves on its audit and compensation committees. He served as the Chairman of the Board for Da Volterra, a French privately held company, from December 2021 until November 2022. From 2016 to 2021, Mr. Baluch served as the Chief Executive Officer and Board member of CorMedix, Inc., a publicly traded pharmaceutical company in the US. Mr. Baluch also held various senior positions at UCB, S.A. between January 2008 to April 2016, including Senior Vice President and President Europe, Middle East & Africa. Prior to joining UCB, Mr. Baluch worked for Eli Lilly and Company (NYSE: LLY) for 24 years, holding international positions spanning Europe, the Middle East and the United States in general management, business development, market access and product leadership. Mr. Baluch holds a B.S. in Aeronautical Engineering from City University London and an M.B.A. from Cranfield School of Management.

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Richard Kender, age 68, was appointed to Longeveron’s Board of Directors in May 2024. Mr. Kender is a 35-year veteran in the pharmaceutical industry and spent his entire career at Merck & Co., Inc. (“Merck”) in the U.S. Rich worked in various corporate areas in the company, including Vice President of Corporate Development, Sr. Vice President and head of Merck’s M&A, Licensing, Financial Evaluation and Analysis and Global Competitive Intelligence. During his tenure he was actively involved in more than 100 transactions of various sizes and transaction types. He was most recently the Senior Vice President of Business Development and Corporate Licensing, before retiring from Merck in September 2013. Mr. Kender currently serves on the Board of Directors of Seres Therapeutics (NASDAQ: MCRB) in Cambridge, MA, and serves as the Chair of the Audit Committee and is a member of the Compensation Committee; POXEL SA (Euronext: POXEL), in Lyon, France and serves as the Chair of the Business Development Committee and is a member of the Audit Committee and the Chair of the Compensation Committee; and Bicycle Therapeutics (NASDAQ: BCYC) in Cambridge UK and Cambridge, MA, and serves as the Chair of the Audit Committee and is a member of the Strategic Committee and member of the Compensation Committee. Mr. Kender holds a B.S. Degree in Accounting from Villanova University and an M.B.A. from Fairleigh Dickinson University.

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PROPOSAL 2:
APPROVAL OF AN AMENDMENT TO THE LONGEVERON 2021 INCENTIVE AWARD PLAN

We are asking stockholders to approve the second amendment and restatement of the Company’s 2021 Incentive Award Plan (the “2021 Plan” or the “Plan”) in order to increase the maximum number of shares authorized and available for issuance under the 2021 Plan by an additional 1,300,000 shares, for a total of 4,097,860 shares under the Plan (inclusive of amounts previously approved and issued). The 2021 Plan, which was initially approved by the Company’s stockholders at the Company’s 2022 Annual Meeting (with an amendment thereto being approved by the Company’s stockholders at the Company’s 2023 Annual Meeting), is a long-term incentive plan designed to attract and retain executive officers, other employees, non-employee directors and consultants of the Company who are important to the success and growth of the Company’s business, by providing such persons with incentives to help further align their interests with those of our stockholders.

A copy of the Second Amended and Restated 2021 Plan is attached to this Proxy Statement as Appendix A. The following table sets forth certain information about awards outstanding under our Plan.

2021 Plan	As of May 16, 2024
Total Stock Options Outstanding		37,511
Total Restricted Stock Unit Awards Outstanding (unvested shares remaining)		31,883
Weighted-Average Exercise Price of Stock Options Outstanding	$	49.74
Weighted-Average Remaining Duration of Stock Options Outstanding		2.0
Total Shares Available for Grant under the Plan		190,299
Total Common Stock Outstanding		6,348,624

Description of the 2021 Plan

The following summarizes the material terms of the 2021 Plan, and is qualified in its entirety by reference to the full text of the 2021 Plan, as further amended and restated to reflect the increase in maximum authorized and available shares set forth above, attached hereto as Appendix A.

Administration. The Plan is administered by the Compensation Committee of the Board of Directors (the “Plan Committee”) consisting of persons who are (i) “Outside Directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, (ii) “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or Non-Employee Directors, and (iii) “independent” for purposes of any applicable listing requirements; provided, however, that the Board of Directors or the Plan Committee may delegate to a committee of one or more members of Company management who are not Outside Directors, the authority to grant awards to eligible persons who are not then subject to the requirements of Section 16 of the Exchange Act. If a member of the Plan Committee is eligible to receive an award under the Plan, such Plan Committee member shall have no authority hereunder with respect to his or her own award. Among other things, the Plan Committee has complete discretion, subject to the terms of the Plan, to determine the employees, non-employee directors and non-employee consultants to be granted awards under the Plan, the type of awards to be granted, the number of shares subject to each award, the exercise price under each option and the base price for each stock appreciation right (“SAR”), the term of each award, the vesting schedule for an award, the value of the shares underlying the award, and the required withholdings, if any. The Plan Committee is also authorized to construe the award agreements and may prescribe rules relating to the Plan.

Grant of Awards; Shares Available for Awards. The Plan provides for the grant of awards which are incentive stock options (“ISOs”), non-qualified stock options (“NQSOs”), restricted shares, restricted stock units, SARs, dividend equivalents, or other stock or cash based awards, or any combination of the foregoing, to employees, non-employee directors, and non-employee consultants of the Company or any of its subsidiaries (each a “participant”) (however, solely Company employees or employees of the Company’s present or future parent or subsidiaries, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to ISOs under the Code, are eligible for incentive stock option awards). No more than 100,000 shares may be issued pursuant to the exercise of ISOs. Shares awarded as restricted stock, restricted stock units, dividend equivalent rights, or other

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stock or cash-based awards, which convey the full value of the shares subject to the award, options and SARs count as one share for every share awarded. To the extent that an award (or portion of an award) lapses, expires, is cancelled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any shares subject to such award shall be deemed not to have been issued for purposes of determining the maximum aggregate shares which may be issued under the Plan and shall again be available for the grant of a new award. Furthermore, shares delivered to the Company by a participant to satisfy the applicable exercise or purchase price of an award, and/or to satisfy any applicable tax withholding obligation (including shares retained by the Company from the award being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for award grants under the Plan. The Plan will continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors in its discretion may terminate the Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award previously granted.

Future new hires, non-employee directors and additional non-employee consultants are eligible to participate in the Plan as well. The number of awards to be granted to officers, non-employee directors, employees and non-employee consultants cannot be determined at this time as the grant of awards is dependent upon various factors such as hiring requirements and job performance.

Options. The term of each stock option shall be as specified in the option agreement; provided, however, that except for stock options which are ISOs, granted to an employee who owns or is deemed to own (by reason of the attribution rules applicable under Code Section 424(d)) more than 10% of the total combined voting power of all classes of shares of the Company or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code (a “ten percent shareholder”), no option shall be exercisable after the expiration of ten (10) years from the date of its grant (five (5) years for an employee who is a ten percent shareholder).

The price at which a share may be purchased upon exercise of a stock option shall be determined by the Plan Committee; provided, however, that such option price (i) shall not be less than the fair market value of a share on the date such stock option is granted, and (ii) shall be subject to adjustment as provided in the Plan. The Plan Committee or the Board of Directors shall determine the time or times at which, or the circumstances under which, a stock option may be exercised in whole or in part, the time or times at which options shall cease to be or become exercisable following termination of the stock option holder’s employment or upon other conditions, the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, and the methods by or forms in which shares will be delivered or deemed to be delivered to participants who exercise stock options.

Options which are ISOs shall comply in all respects with Section 422 of the Code. In the case of an ISO granted to a ten percent shareholder, the per share exercise price under such ISO (to the extent required by the Code at the time of grant) shall be no less than 110% of the fair market value of a share on the date such ISO is granted. ISOs may only be granted to employees of the Company or employees of one of the Company’s present or future parent or subsidiaries. In addition, the aggregate fair market value of the shares subject to an ISO (determined at the time of grant) which are exercisable for the first time by an employee during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of ISOs may not exceed $100,000. Any Option which specifies that it is not intended to qualify as an ISO or any Option that fails to meet the ISO requirements at any point in time will automatically be treated as a NQSO under the terms of the Plan.

Other Stock or Cash Based Awards. Pursuant to the terms of the applicable award agreement, an award of stock or other cash-based awards, entitles the holder to receive shares, cash, or other property to employees, non-employee directors or non-employee consultants, in each case subject to any conditions and limitations in the Plan. Such other stock or cash-based awards will also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled. Subject to the Plan, the Plan Committee will determine the terms and conditions of such other stock or cash-based awards, including any purchase price, performance goal, transfer restrictions, and vesting conditions, will be set for in the applicable award agreement.

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Restricted Stock Awards. A restricted stock award is a grant or sale of shares to the holder, subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Plan Committee or the Board of Directors may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on future service requirements or the satisfaction of other conditions), in such instalments or otherwise, as the Plan Committee or the Board of Directors may determine at the date of grant or purchase or thereafter. If provided for under the restricted stock award agreement, a participant who is granted or has purchased restricted stock shall have all of the rights of a shareholder, including the right to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Plan Committee or the Board of Directors or in the award agreement). During the restricted period applicable to the restricted stock, subject to certain exceptions, the restricted stock may not be sold, transferred, pledged, exchanged, hypothecated, or otherwise disposed of by the participant.

Restricted Stock Unit Awards. A restricted stock unit award provides for a grant of shares to be made to the holder upon the satisfaction of predetermined vesting requirements and may also provide the holder with a right to receive dividend equivalents. The Plan Committee shall set forth in the applicable restricted stock unit award agreement the vesting requirements which the holder would be required to satisfy before the holder would become entitled to payment and the number of units awarded to the holder. At the time of such award, the Plan Committee may, in its sole discretion, or at the holder’s election, defer the settlement of the award in a manner intended to comply with Section 409A. The holder of a restricted stock unit shall be entitled to receive one (1) share for each restricted stock unit subject to such restricted stock unit award, if and to the extent the holder satisfies the applicable vesting requirements. Such payment or distribution shall be made as soon as administratively practical after the vesting date, but in no event more than sixty (60) days after the applicable vesting date, except that the Company may delay payment as the Company reasonably determines is necessary to avoid a violation of applicable law.

Stock Appreciation Rights. A SAR provides the participant to whom it is granted the right to receive, upon its exercise, cash or shares equal to the excess of (A) the fair market value of the number of shares subject to the SAR on the date of exercise, over (B) the product of the number of shares subject to the SAR multiplied by the base value for the SAR, as determined by the Plan Committee or the Board of Directors. The Plan Committee shall set forth in the applicable SAR award agreement the terms and conditions of the SAR, including the base value for the SAR (which shall not be less than the fair market value of a share on the date of grant), the number of shares subject to the SAR and the period during which the SAR may be exercised and any other special rules and/or requirements which the Plan Committee imposes on the SAR. No SAR shall be exercisable after the expiration of ten (10) years from the date of grant.

Dividend Equivalent Rights. If the Plan Committee provides, a grant of restricted stock units may provide a Participant with the right to receive dividend equivalents. Dividend equivalents may be paid currently or credited to an account for the participant, settled in cash or shares and subject to the same restrictions on transferability and forfeitability as the restricted stock units with respect to which the dividend equivalents are granted and subject to other terms and conditions as set forth in the applicable award agreement.

Equity Restructuring. Subject to certain restrictions, the Plan provides for the adjustment of shares underlying awards previously granted if, and whenever, prior to the expiration or distribution to the holder of shares underlying an award theretofore granted, the Company shall effect an Equity Restructuring, defined in the Plan as a “non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding Awards.” In the event of an Equity Restructuring, the Plan Committee will equitably adjust each outstanding award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding award and/or the award’s exercise or grant price, granting new awards to participants, or making cash payments to participants. The Plan also provides discretion to the Plan Committee to take certain actions with respect to outstanding awards in the event of certain Corporate transactions, including any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition

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of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event. Such actions the Plan Committee may take include (i) the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such award, as applicable, (ii) the acceleration of any vesting schedule, notwithstanding anything to the contract in the Plan, (iii) providing that such award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, (iv) adjusting the number and type of shares subject to outstanding awards and/or the terms and conditions of (including the grant or exercise price), and the criteria included in outstanding awards, (v) replacing such awards with other rights or property, and/or (vi) providing that the award will terminate and cannot vest, be exercised, or become payable after the applicable event.

Amendment and Termination. The Plan shall continue in effect, unless sooner terminated pursuant to its terms, until the tenth (10th) anniversary of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date). The Plan Committee may amend, modify or terminate any outstanding award, including by substituting another award of the same or a different type, changing the exercise or settlement date, and converting an ISO to an NQSO. The participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the participant’s rights under the award, or (ii) the change is otherwise permitted pursuant to the Plan.

Certain U.S. Federal Income Tax Consequences of the Plan

The following is a general summary of certain U.S. federal income tax consequences under current tax law to the Company (to the extent it is subject to U.S. federal income taxation on its net income) and to participants in the Plan who are individual citizens or residents of the United States for federal income tax purposes (“U.S. Participants”) of awards granted under the Plan. This summary does not purport to cover all of the rules that may apply, including special rules relating to limitations on our ability to deduct certain compensation, special rules relating to deferred compensation, golden parachutes, U.S. Participants subject to Section 16(b) of the Exchange Act or the exercise of a stock option with previously acquired shares. This summary assumes that U.S. Participants will hold their shares as capital assets within the meaning of Section 1221 of the Code. In addition, this summary does not address the foreign, state or local or other tax consequences, or any U.S. federal non-income tax consequences, inherent in the acquisition, ownership, vesting, exercise, termination or disposition of an award under the Plan, or shares issued pursuant thereto. Participants are urged to consult with their own tax advisors concerning the tax consequences to them of an award under the Plan or shares issued thereunder pursuant to the Plan.

Nonstatutory Stock Options. A U.S. Participant generally does not recognize taxable income upon the grant of a NQSO. Upon the exercise of a NQSO, the U.S. Participant generally recognizes ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the shares acquired on the date of exercise over the exercise price thereof. If the U.S. Participant later sells shares acquired pursuant to the exercise of a NQSO, the U.S. Participant recognizes a long-term or short-term capital gain or loss, depending on the period for which the shares were held. A long-term capital gain is generally subject to more favourable tax treatment than ordinary income or a short-term capital gain. The deductibility of capital losses is subject to certain limitations.

Incentive Stock Options. A U.S. Participant generally does not recognize taxable income upon the grant or the exercise, of an ISO; provided, however, upon the exercise of an ISO, the excess of the fair market value of the shares subject to the ISO over the exercise price is an item of tax preference for purposes of calculating a U.S. Participant’s alternative minimum tax. If the U.S. Participant disposes of the shares acquired pursuant to the exercise of an ISO more than two years after the date of grant and more than one year after the transfer of the shares to the U.S. Participant (the “ISO Holding Period”), the U.S. Participant generally recognizes a long-term capital gain or loss, and the Company will not be entitled to a deduction. However, if the U.S. Participant disposes of such shares prior to the end the ISO Holding Period, the U.S. Participant will recognize ordinary compensation income equal to the excess (if any) of the fair market value of such shares on the date of exercise (or, if less, the amount realized on the disposition of such shares) over the exercise price paid for such shares.

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Stock Appreciation Rights. A U.S. Participant generally does not recognize income upon the grant of a SAR. The U.S. Participant recognizes ordinary compensation income upon exercise of the SAR equal to the increase in the value of the underlying shares.

Performance Awards, and Performance Shares, Restricted Stock Units, Unrestricted Stock Award and Dividend Equivalents. A U.S. Participant generally does not recognize income on the receipt of a performance stock award, performance unit award, restricted stock unit award, unrestricted stock award or dividend equivalent rights award until a cash payment or a distribution of shares is received thereunder. At such time, the U.S. Participant recognizes ordinary compensation income equal to the excess, if any, of the fair market value of the shares or the amount of cash received over any amount paid therefor, and the Company generally will be entitled to a tax deduction such amount at such time.

Restricted Stock. A U.S. Participant who receives a restricted stock award generally recognizes ordinary compensation income equal to the excess, if any, of the fair market value of such shares at the time the restriction lapses over any amount paid for the shares. Alternatively, the U.S. Participant may make an election under Section 83(b) of the Code to be taxed on the fair market value of such shares at the time of grant.

Internal Revenue Code Section 409A. Awards under the Plan may, in certain instances, result in the deferral of compensation that is subject to the requirements of Section 409A of the Code. Generally, to the extent that any such award fails to meet the requirements of Section 409A, the regulations issued thereunder or an exception thereto, the award recipient will be subject to immediate taxation, interest and tax penalties in the year the award vests. While awards issued under the Plan are intended to be structured and administered in a manner that complies with the requirements of Section 409A of the Code, no assurance can be given that compensation will, in fact, satisfy the requirements of Section 409A.

Tax Effect for the Company; Limitations on Deduction. The Company will generally be entitled to a tax deduction in connection with awards under the Plan in an amount equal to the ordinary income realized by a U.S. Participant and at the time the U.S. Participant recognizes such income (for example, upon the exercise of a NQSO or the vesting of restricted stock). Section 162(m) of the Code, however, generally places a limit on the amount of compensation the Company can deduct in any one year for the Company’s chief executive officer, chief financial officer, and certain other executive officers and former executive officers. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. While the Compensation Committee considers tax deductibility as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by the Company for tax purposes.

In addition, if a “change-in-control” of the Company causes compensation under the Company’s incentive plans, including awards under the Plan, to accelerate vesting or result in the attainment of performance goals, U.S. Participants could, in some cases, be considered to have received “parachute payments.” If so, any such participant could be subject to a 20% excise tax on the amount of “excess parachute payments” received and the Company’s tax deduction could be disallowed under Section 280G of the Code.

Because our executive officers and non-employee directors are eligible to receive awards under the Plan and will continue to be eligible to receive awards under the Plan as amended and restated, if the amendment and restatement of the Plan is approved by the Company’s stockholders at the Annual Meeting, they may be deemed to have a personal interest in the approval of this Proposal 2.

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The following table summarizes information, as of December 31, 2023, for the equity compensation plans of the Company pursuant to which grants of options, restricted stock, restricted stock units or other rights to acquire shares may be granted from time-to-time:

	Equity Compensation Plan Information
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted Average Exercise Price of Outstanding Options (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders(1)	67,524	$	49.60	197,920	(2)
Equity compensation plans not approved by security holders	—			—
Total	67,524			197,920

____________

(1) Represents outstanding awards pursuant to the Company’s 2021 Plan. Represents shares of Class A common stock. Shares of Class B Common Stock are not authorized for issuance under the 2021 Plan.

(2) Shares of common stock that are subject to any award (e.g., options, restricted stock units, etc.) pursuant to the 2021 Plan will count against the aggregate number of shares of common stock that may be issued as one share for every share issued.

Vote Required for Approval and Recommendation of Board of Directors

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to amend the Longeveron 2021 Incentive Award Plan to increase the maximum number of shares authorized and available for issuance under the 2021 Plan by an additional 1,300,000 shares.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL TO AMEND THE LONGEVERON 2021 INCENTIVE AWARD PLAN.

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PROPOSAL 3:
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Marcum LLP (“Marcum”) has been engaged as the Company’s independent registered public accounting firm since March 2022. The Audit Committee has selected Marcum as the Company’s independent auditors for the fiscal year ending December 31, 2024, and has further directed that the selection of the independent auditors be submitted for ratification by the stockholders at the Annual Meeting.

Stockholder ratification of the selection of Marcum as the Company’s independent auditors is not required by the Company’s Bylaws or otherwise. However, the Board of Directors is submitting the selection of Marcum to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Marcum. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders. Representatives of Marcum are not expected to be present at the Annual Meeting, and accordingly will not have an opportunity to make a statement or be available to respond to questions from stockholders.

Principal Accounting Fees and Services

The following is a summary of the fees billed to Longeveron by MSL, P.A. (“MSL”), the Company’s prior independent auditors, for professional services rendered for the fiscal years ended December 31, 2022 and 2023:

Fee Category	Fiscal 2022 Fees		Fiscal 2023 Fees
Audit Fees	$	73,000		—
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—	$	45,050

The following is a summary of the fees billed to Longeveron by Marcum, LLP (“Marcum”), the Company’s current independent auditors, for professional services rendered for the fiscal years ended December 31, 2022 and 2023:

Fee Category	Fiscal 2022 Fees		Fiscal 2023 Fees
Audit Fees	$	115,000	$	283,410
Audit-Related Fees		—		—
Tax Fees		—	$	24,098
All Other Fees		—	$	3,085

Audit Fees: This category includes the fees billed by our principal accountants for professional services rendered for the audit of our annual financial statements, the quarterly review of our interim financial statements, and services provided in connection with regulatory filings.

Audit-Related Fees: This category consists of assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

Tax Fees: This category consists of fees billed for professional services rendered for tax compliance, tax advice and tax planning.

All Other Fees: This category consists of services billed not included in the categories above. For MSL, these amounts consisted of payments to obtain consents with respect to 2022 audited financial statements in connection with filings made under the Securities Act of 1933.

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Change of the Company’s Independent Registered Public Accounting Firm

In a Current Report on Form 8-K filed on March 25, 2022 (the “Form 8-K”), the Company disclosed that on March 22, 2022, the Company dismissed its independent registered public accounting firm, MSL effective immediately. This decision was approved by the Audit Committee of the Board of Directors pursuant to the authority of the Audit Committee as specified in its Charter. In the Form 8-K, the Company disclosed that the report of MSL on the Company’s financial statements for fiscal years ended December 31, 2021, and 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle.

In addition, the Company confirmed in the Form 8-K that, during the fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through March 22, 2022, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and MSL on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which would have caused it to make reference to the subject matter of such a disagreement in connection with its audit reports on the Company’s financial statements for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K). The Company provided MSL with a copy of the required disclosures made in the Form 8-K prior to its filing and requested, in accordance with applicable practices, that MSL furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein, which letter was furnished by MSL and attached as Exhibit 16.1 to the Form 8-K, stating that MSL agrees with such statements.

The Company also disclosed in the Form 8-K that the Company engaged Marcum on March 22, 2022, as its new independent registered public accountant for the fiscal year ending December 31, 2022. This decision was approved by the Audit Committee in accordance with the authority of the Audit Committee as specified in its Charter. The 8-K also confirmed that during the fiscal years ended December 31, 2021 and 2020 and through March 22, 2022, neither the Company nor anyone on its behalf consulted with Marcum regarding (1) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent registered public accounting firm. Under the policy, pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. For each proposed service, the independent registered public accounting firm is required to provide detailed back-up documentation at the time of approval. The Audit Committee may delegate pre-approval authority to one or more of its members. Such a member must report any decisions to the Audit Committee at the next scheduled meeting.

Vote Required for Approval and Recommendation of the Board of Directors

The affirmative vote of holders representing a majority of votes cast at the Annual Meeting is being sought to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

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CORPORATE GOVERNANCE

Board of Directors and Committees of the Board

Our Board of Directors, elected by the stockholders, is the ultimate decision-making body of the Company, except with respect to those matters reserved to the stockholders. The Board acts as an advisor and counsellor to executive management and oversees and monitors its performance. Our Board of Directors held nine (9) meetings during 2023. Each director attended either in person or via teleconference at least 75% of the aggregate of all Board and applicable committee meetings during fiscal 2023 for the period in which they served as director. Although we do not have a formal policy regarding attendance by members of the Board of Directors at our annual meeting of stockholders, directors are encouraged to attend our annual meetings. One member of our Board of Directors was in attendance at our 2023 Annual Meeting of Stockholders, which was held virtually.

Our Board of Directors has established a standing Audit Committee; Compensation Committee; and Governance and Nominating Committee. The Company has also established a Finance Committee. Each of these committees has adopted a written charter.

Audit Committee. Our Audit Committee is comprised of three members: Mr. Baluch (chair), Dr. Losordo and Mr. Kender, who replaced Ms. Ross in May 2024. The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of the Nasdaq Stock Market listing standards as well as within the meaning of Rule 10A-3 of the Exchange Act, and that each Audit Committee member is able to read and understand fundamental financial statements. The Audit Committee’s responsibilities include appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; coordinating our Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; discussing our risk management policies; meeting independently with our internal auditing staff, if any, registered public accounting firm, and management; reviewing and approving or ratifying any related person transactions; and preparing the audit committee report required by SEC rules. The Board of Directors has adopted and approved a written charter for the Audit Committee. A current copy of this charter is posted on our website at http://www.longeveron.com under the Investor Relations section. Mr. Baluch is the Audit Committee Chair, and the Board has determined that Mr. Kender qualifies as a financial expert, as that term is described in SEC regulations. The Audit Committee held five (5) meetings during 2023.

Compensation Committee. The Compensation Committee is currently comprised of two members: Ms. Ungaro (chair) and Mr. Baluch, as a result of the resignations of Mr. Pfeffer and Ms. Ross. The Board of Directors has determined that all the members of the Compensation Committee are independent within the meaning of the Nasdaq Stock Market listing standards and applicable SEC regulations and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee’s responsibilities include reviewing and approving, or recommending for approval by the Board of Directors, the compensation of our Chief Executive Officer and our other executive officers; overseeing and administering our cash and equity incentive plans; reviewing and making recommendations to our Board of Directors with respect to director compensation; reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and preparing the annual compensation committee report required by SEC rules, to the extent required. The Board of Directors has adopted and approved a written charter for the Compensation Committee. A current copy of this charter is posted on our website at http://www.longeveron.com under the Investor Relations section.

The Compensation Committee’s primary objectives in structuring and administering our executive officer compensation program are to attract, motivate and retain talented and dedicated executive officers; tie annual and long-term cash and stock incentives to achievement of measurable corporate and individual performance objectives; and reinforce business strategies and objectives to enhance stockholder value. To achieve these goals, our Compensation Committee maintains compensation plans that tie a portion of executives’ overall compensation to key strategic goals such as the Company’s financial and operational performance, as measured by metrics such as total revenue and non-GAAP operating expense. Our Compensation Committee evaluates individual executive performance along with our CEO (other than with respect to his own performance) as part of the review process.

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Our Compensation Committee periodically reviews our executive officers’ compensation to determine whether we provide adequate incentives and motivation to our executive officers and whether we adequately compensate our executive officers relative to comparable officers in other similarly situated companies. The Committee engaged Compensation Advisory Partners, a third-party compensation consulting firm during 2022, to advise the Compensation Committee with respect to executive compensation benchmarking and compensation program structure. Management plays a significant role in the compensation-setting process for executive officers, other than the CEO, by evaluating employee performance, recommending business performance targets and establishing objectives, and recommending salary levels, bonuses and equity-based awards. The Compensation Committee held five (5) meetings during 2023.

Governance and Nominating Committee. The Governance and Nominating Committee is currently comprised of two members: Dr. Losordo (chair) and Ms. Ungaro. The Board of Directors has determined that all the members of the Governance and Nominating Committee are independent within the meaning of the Nasdaq Stock Market listing standards and applicable SEC regulations. The Nominating and Corporate Governance Committee’s responsibilities include identifying individuals qualified to become Board members; recommending to our Board of Directors the persons to be nominated for election as directors and to each Board committee; developing and recommending to our Board of Directors corporate governance guidelines, and reviewing and recommending to our Board of Directors proposed changes to our corporate governance guidelines from time to time; and overseeing a periodic evaluation of our Board of Directors. The Board of Directors has adopted and approved a written charter for the Governance and Nominating Committee. A current copy of this charter is posted on our website at http://www.longeveron.com under the Investor Relations section. The Governance and Nominating Committee held six (6) meetings during 2023.

When considering a potential candidate for membership on our Board of Directors, our Governance and Nominating Committee considers relevant business and industry experience and demonstrated character and judgment. The Governance and Nominating Committee considers diversity in identifying candidates by generally seeking to achieve a diversity of occupational and personal backgrounds on the Board. However, the Governance and Nominating Committee has no formal policy regarding diversity. The Governance and Nominating Committee will consider stockholder nominations for directors submitted in accordance with the procedure set forth in Article II, Sections 5 and 6 of our Bylaws. The procedure provides that a notice relating to the nomination must be timely given in writing to our Corporate Secretary prior to the meeting. Such notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of each such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of Longeveron Common Stock that are beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address of such stockholder as they appear on our books and (ii) the class and number of shares of Longeveron Common Stock that are beneficially owned by such stockholder. There are no differences in the manner in which the Governance and Nominating Committee evaluates a candidate that is recommended for nomination for membership on our Board of Directors by a stockholder.

Finance Committee. The Finance Committee is comprised of three members: Mr. Baluch, Mr. Neil Hare, and Mr. Rock Soffer. The Finance Committee’s purpose is to monitor, and to provide advice and counsel to the Board and the Company’s management regarding the Company’s asset mix, potential mergers and acquisitions, capital structure and policies, financial position and policies, financing activities and dividend policies. The Board of Directors has adopted and approved a written charter for the Finance Committee.

Board Member Independence

SEC Form DEF 14A filed by Longeveron Inc.