DEF: Femasys Inc. Sets 2026 Annual Meeting and Board Nominees

Femasys Inc. has scheduled its 2026 Annual Meeting for June 24 to elect directors, ratify its independent auditor, and provide updates on executive compensation and corporate governance.

Summary

• The 2026 Annual Meeting of Stockholders is scheduled for June 24, 2026, at the company's headquarters in Suwanee, Georgia.
• Stockholders will vote on the election of Charles Larsen and Kenneth Eichenbaum as Class II directors for three-year terms.
• The board recommends the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• As of the record date of April 27, 2026, there were 60,390,686 shares of common stock outstanding and entitled to vote.
• Total compensation for CEO Kathy Lee-Sepsick in 2025 was $1,141,104, up from $800,334 in 2024.
• The company recently appointed John Canning as Chief Operating Officer and Jeremy Sipos as Chief Technology Officer.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive update, as the company has successfully filled key executive gaps and added clinical depth to the board, though the potential for dilution from convertible debt remains a concern for shareholders.

Positives

• Addition of Kenneth Eichenbaum to the board brings significant clinical and healthcare technology experience.
• Separation of the Chairman and CEO roles is maintained to enhance objective oversight.
• Successful recruitment of experienced leadership in the COO and CTO roles to support commercialization and growth.
• Four out of five current directors are classified as independent under Nasdaq rules.

Negatives

• Audit fees increased by approximately 14.5% year-over-year, rising from $495,573 in 2024 to $567,246 in 2025.
• Several Section 16(a) filing delays were reported for executive officers and directors during the 2025 fiscal year.
• The retirement of the previous COO, Daniel Currie, in December 2025 required a transition in operational leadership.

Risks

• Potential for significant dilution from outstanding senior secured convertible notes and multiple series of warrants (A-1, B-1, C-1, and D-1).
• Concentrated voting power with two major stockholders, Dauntless Investment Group and Jorey Chernett, each holding approximately 9.99% of beneficial ownership.
• Dependence on the founder and CEO, Kathy Lee-Sepsick, for strategic direction and intellectual property development.

Future Outlook

The company is focused on the 2026 fiscal year with a refreshed leadership team and a board of directors structured to oversee the commercialization of its medical device pipeline, including FemBloc and FemaSeed.

Management Comments

• Separation of the positions of chairman and Chief Executive Officer reinforces the independence of the Board from management.
• We have a strong commitment to good corporate governance practices.

Industry Context

StockSavvy.ai notes that Femasys is operating in a highly specialized medical technology niche; the appointment of a board-certified anesthesiologist to the board aligns with industry trends of increasing clinical expertise at the governance level to navigate FDA pathways.

Comparison to Industry Standards

• CEO compensation of $1.1M is consistent with mid-to-high range benchmarks for micro-cap medical device companies in the pre-revenue or early-commercialization stage.
• The 80% board independence rate exceeds the majority requirement of Nasdaq and is in line with best practices for small-cap biotechs.
• The use of a 'Big Four' accounting firm (KPMG) provides a level of financial reporting credibility standard for Nasdaq-listed life science entities.

Management Changes

Corporate Governance

Related Party Transactions

• Employment of Kayla Carlton, daughter of CEO Kathy Lee-Sepsick, with 2025 compensation and benefits totaling $237,000.
• Participation of executive officers and directors in the November 2025 purchase of senior secured convertible notes and warrants.

Stakeholder Impact

• Shareholders face potential dilution from the conversion of outstanding notes and exercise of warrants.
• Employees and management are subject to a new clawback policy for incentive-based compensation in the event of financial restatements.

Next Steps

• Stockholders to submit votes via internet, telephone, or mail by June 23, 2026.
• Annual Meeting to be held on June 24, 2026.
• Filing of Form 8-K within four business days of the meeting to announce final voting results.

Key Dates

Recommendation

The proxy statement indicates stable governance and a strengthened management team, but the significant overhang of convertible notes and warrants suggests investors should wait for further clinical or commercial milestones before increasing positions.

Keywords

Femasys, Proxy Statement, Annual Meeting, Medical Devices, Women's Health, Kathy Lee-Sepsick, KPMG, Corporate Governance, Executive Compensation