DEF 14A of Ceribell, Inc., Apr 30, 2025

DEF 14A of Ceribell, Inc.

Filed Apr 30, 2025 · FY20240000950170-25-060705

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of seven members who are divided into three classes, designated as Class I, Class II, and Class III. Each class has a staggered, three-year term. Class I directors’ terms expire at the Annual Meeting, Class II directors’ terms expire at the 2026 annual meeting of stockholders, and Class III directors’ terms expire at the 2027 annual meeting of stockholders. At each annual meeting of stockholders, directors whose terms are expiring will be succeeded by newly-elected directors, who will serve from the time of their election and qualification until the third subsequent annual meeting of stockholders. Vacancies on the Board may be filled by persons elected by a majority of the remaining directors, and such persons shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until their successors are elected and qualified. The following table sets forth information with respect to our director nominees and continuing directors, as of April 11, 2025:

  2. ELECTION OF DIRECTORS

    | | | Committee | | | | Name | Age | Audit | Compensation | Nominating and Corporate Governance | | Juliet Tammenoms Bakker | 63 | X | X | | | Lucian Iancovici, M.D. | 43 | | X | X | | Josef Parvizi, M.D., Ph.D.(1) | 56 | | | | | Rebecca (Beckie) Robertson | 64 | X | X | | | William W. Burke | 65 | X | | X | | Joseph M. Taylor | 72 | | | X | | Xingjuan (Jane) Chao, Ph.D.(2) | 45 | | | |

  3. ELECTION OF DIRECTORS

    (1) Dr. Parvizi is also the Company’s Co-Founder and Chief Medical Advisor. (2) Dr. Chao is also the Company’s President, Chief Executive Officer, and Co-Founder. The Board has nominated Juliet Tammenoms Bakker and Lucian Iancovici, M.D. to serve as Class I directors until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified. Ms. Tammenoms Bakker and Dr. Iancovici have agreed to serve if elected, and there is no reason to believe that either Ms. Tammenoms Bakker or Dr. Iancovici will be unable to serve. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of Ms. Tammenoms Bakker and Dr. Iancovici. In the event that either nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose.

  4. Director Biographies

    Director Biographies Brief biographies of our director nominees and continuing directors are set forth below, which include information regarding our directors’ individual experience, qualifications, attributes, and skills that led our Nominating and Corporate Governance Committee (the “Nominating Committee”) and our Board to conclude that they should serve as directors. Juliet Tammenoms Bakker has served as a member of our Board since April 2021. Ms. Tammenoms Bakker co-founded Longitude Capital, a healthcare venture capital firm, where she has served as a Managing Director since 2006. Previously, Ms. Tammenoms Bakker served as a Managing Director of Pequot Ventures, a venture capital firm, where she founded the life sciences investment practice. Prior to Pequot Ventures, Ms. Tammenoms Bakker was an equity research analyst with Banque Paribas. Ms. Tammenoms Bakker currently serves on the board of directors of RxSight, Inc. and on the boards of directors of multiple privately held healthcare companies. Ms. Tammenoms Bakker previously served on the boards of directors of various other publicly traded companies, including Eargo, Inc., Axonics Modulation Technologies, Inc., and Venus Concept Inc. Ms. Tammenoms Bakker received an M.P.A. from the Harvard Kennedy School and a B.Sc. from the College of Agriculture and Life Sciences at Cornell University. We believe Ms. Tammenoms Bakker is qualified to serve on our Board due to her extensive experience as an investor in medical technology companies and as a member of the boards of directors of multiple companies. Lucian Iancovici, M.D. has served as a member of our Board since December 2020. Dr. Iancovici is currently a Managing Director with TPG, a private equity investment firm, where he has worked since January 2018. From September 2012 to October 2017, Dr. Iancovici served as the head of the Qualcomm Life Fund, a venture fund focused on investing in digital health technologies. From January 2015 to October 2017, Dr. Iancovici was a general partner at dRx Capital, a joint venture investment company launched by Novartis and Qualcomm. From 2011 to 2012, Dr. Iancovici was an associate at McKinsey & Company. Dr. Iancovici currently serves on the public company board of directors of Rallybio Corp and Sionna Therapeutics, and on the boards of the following private companies: Sling Therapeutics, Ellodi Pharmaceuticals, Anovo, and K2 Medical Research. Dr. Iancovici is a board-certified internal medicine doctor, who trained at Columbia University Medical Center in New York prior to joining McKinsey & Company. Dr. Iancovici received a B.A. in economics and an M.D., both from Tufts University. We believe that Dr. Iancovici is qualified to serve on our Board because of his extensive experience in the venture capital industry, and his medical and scientific background and training. Josef Parvizi, M.D., Ph.D. has served as a member of our Board since August 2014. Dr. Parvizi is also our Chief Medical Adviser and a co-founder of our Company. Dr. Parvizi previously served as chair of our Board from August 2015 until June 2024. Dr. Parvizi has served as a Professor of Neurology at Stanford University School of Medicine since June 2017, and previously served as an Associate Professor at Stanford University School of Medicine from July 2007 to June 2017. Prior to that, Dr. Parvizi was a Neurology Resident at Harvard Medical School from 2003 until 2006, and an Internal Medicine Intern at the Mayo Clinic from 2002 until 2003. Dr. Parvizi received an M.D. from the University of Oslo, and a Ph.D. in neuroscience from the University of Iowa. We believe that Dr. Parvizi is qualified to serve on our Board due to the valuable expertise and perspective he brings in his capacity as a co-founder and because of his extensive experience and knowledge of neurology and our industry. Rebecca (Beckie) Robertson has served as a member of our Board since May 2017 and as chair of our Board since June 2024. Ms. Robertson is a founder and General Partner at Versant Ventures, a venture capital firm, where she has specialized in investing in the areas of medical devices and diagnostics since 1999. In addition, through Longridge Business Advisors, she has provided business advisory services and board services since April 2017. Prior to Versant, she served as Senior Vice President at Chiron Diagnostics, a division of Chiron Corporation, a biotechnology company, where she had responsibility for the critical care business unit in addition to leading the division’s business development efforts. Prior to joining Chiron, Ms. Robertson was a co-founder and Vice President at Egis, a consumer products company, and held senior management positions in operations and finance at LifeScan, a former Johnson & Johnson Company. Ms. Robertson serves on the board of directors of Tandem Diabetes Care, Inc., a publicly traded medical device manufacturer. Ms. Robertson received a B.S. in chemical engineering from Cornell University. We believe Ms. Robertson is qualified to serve on our Board because of her experience with numerous companies in the healthcare and medical device industries. William W. Burke has served as a member of our Board since June 2022. He served as President of Austin Highlands Advisors, LLC, a provider of corporate advisory services, from November 2015 to June 2024. Mr. Burke served as Executive Vice President & Chief Financial Officer of IDEV Technologies, Inc., a peripheral vascular devices company, from November 2009 until the company was acquired by Abbott Laboratories in August 2013. From August 2004 to December 2007, he served as Executive Vice President & Chief Financial Officer of ReAble Therapeutics, Inc., a diversified orthopedic device company which was sold to the Blackstone Group in a going private transaction in 2006 and subsequently merged with DJO Incorporated in November 2007. Mr. Burke remained with ReAble Therapeutics until June 2008. From March 2001 to August 2004, he served as Chief Financial Officer of Cholestech Corporation, a medical diagnostic products company. Mr. Burke has served on the board of directors of numerous public and private companies, including serving as a board chairman and a lead independent director. He currently serves on the board of directors of Nalu Medical, a privately held manufacturer of minimally invasive solutions for patients with chronic neuropathic pain, Adtalem Global Education, a healthcare education company, and Tactile Systems Technology, a medical technology company providing therapies for people with chronic disorders. He previously served on the board of directors of EQ Health Acquisition Corp., Invuity, Inc. (acquired by Stryker Corporation in 2018), LDR Holding Corporation (acquired by Zimmer Biomet in 2016), and Medical Action Industries Inc. (acquired by Owens & Minor in 2014). Mr. Burke received a B.A. in Finance from The University of Texas at Austin and an M.B.A. from The Wharton School of the University of Pennsylvania. We believe Mr. Burke is qualified to serve on our Board because of his significant experience as a senior executive and as a board member of multiple public companies, including growth-oriented medical technology companies. His extensive understanding of culture, financing, and operating strategy enhances the board’s corporate governance and strategy capabilities.

  5. Director Biographies

    Joseph M. Taylor has served as a member of our Board since May 2017. Mr. Taylor served in various roles at Panasonic Corporation of North America, an electronics company, including most recently as the Chairman and Chief Executive Officer, from September 1983 to April 2017. Mr. Taylor served on the board of the New Jersey Institute of Technology, a public polytechnic university, from June 2014 to June 2022 and has served as an advisory board member of WAVE Equity Partners, a private equity firm, since September 2023. We believe that Mr. Taylor is qualified to serve on our Board due to his extensive experience in leading a large and innovative technology company and experience in corporate governance and business strategy. Xingjuan (Jane) Chao, Ph.D. has served as a member of our Board since August 2015. Dr. Chao is also a co-founder of our Company and has served as our Chief Executive Officer since October 2015, and as our President since July 2016. Prior to joining Ceribell, Dr. Chao served as Principal Manager of Portfolio Management Strategy at Genentech, Inc., a biotechnology company, from June 2014 until August 2015, and as Senior Strategy Manager at Novartis AG, a pharmaceutical company, from January 2013 until June 2014. Dr. Chao previously served as a management consultant at McKinsey & Company, a consulting company, from July 2007 until January 2013. Dr. Chao served on the board of directors of Magnus Medical, Inc., a medical equipment company, from November 2021 to February 2025. Dr. Chao received a B.S. in chemistry from Peking University and a Ph.D. in biophysics from Cornell University. We believe that Dr. Chao is qualified to serve on our Board due to the valuable expertise and perspective she brings in her capacity as a co-founder and our Chief Executive Officer and because of her extensive experience and knowledge of our industry.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION For fiscal year 2024, prior to our initial public offering, directors who were executives of the Company were not eligible to receive additional compensation for their services as directors. Notwithstanding the foregoing, in connection with our initial public offering, each non-employee director who (i) had been serving on the Board as of our initial public offering and (ii) continued to serve on the Board following the offering was automatically granted 6,618 RSUs upon the effective date of the Form S-8 in connection with our initial public offering, calculated by dividing $112,500 by $17, the initial public offering price per share of our common stock (the “IPO RSU Grants”). These IPO RSU Grants vest on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder’s meeting, to the extent unvested as of such date, subject to continued service through each applicable vesting date.

  7. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Pursuant to our Non-Employee Director Compensation Program, which was effective following our initial public offering, our non-employee directors receive annual cash compensation as follows:

  8. Non-Employee Director Compensation Program

    | Compensation | Amount | | Retainer for each non-employee member of the Board | $40,000 | | Additional retainer for Chair of the Board | $45,000 | | Additional retainer for Chair of the Audit Committee | $20,000 | | Additional retainer for Chair of the Compensation Committee | $15,000 | | Additional retainer for Chair of the Nominating Committee | $10,000 | | Additional retainer for non-Chair members of the Audit Committee | $10,000 | | Additional retainer for non-Chair members of the Compensation Committee | $7,500 | | Additional retainer for non-Chair members of the Nominating Committee | $5,000 |

  9. Non-Employee Director Compensation Program

    The Board or Compensation Committee may, in its discretion, provide non-employee directors with the opportunity to elect to receive all or part of his or her annual cash retainer in the form of RSUs under our 2024 Plan or any other applicable Company equity incentive plan then-maintained by the Company. Elections to convert all or a portion of the annual cash retainer into RSUs must generally be made on or prior to December 31 of the year prior to the year in which the annual cash retainer is scheduled to be paid, or such other deadline as established by our Board or Compensation Committee. Each individual who first becomes a non-employee director is permitted to elect to convert the annual cash retainer payments scheduled to be paid in the same calendar year into RSUs, provided that the election is made prior to the date the individual becomes a non-employee director. RSUs granted in lieu of all or a portion of the annual cash retainer are fully vested on the date of grant, and have a grant date fair value equal to the amount of the applicable portion of the annual cash retainer. Under our Non-Employee Director Compensation Program, upon the initial appointment or election of a non-employee director, the director will automatically be granted an award of RSUs with respect to a number of shares of our common stock calculated by dividing $300,000 by the average per share closing trading price of the common stock over the most recent 30 trading days as of the grant date, that vests in equal annual installments over three years, subject to such director continuing in service on the Board through each such vesting date. Additionally, on the date of each annual stockholders meeting, each non-employee director who has been serving on the Board for at least six months prior to such annual meeting and will continue to serve as a director immediately following such annual meeting will automatically be granted an award of RSUs with respect to a number of shares of our common stock calculated by dividing $150,000 by the average per share closing trading price of the common stock over the most recent 30 trading days as of the grant date, that vests in full on the earlier of the first anniversary of the date of grant or the next annual stockholders meeting, subject to the director continuing in service on the Board through such vesting date. Additionally, our Non-Employee Director Compensation Program provides that non-employee directors may elect to defer all or part of the settlement of RSUs granted to them until the earliest of a fixed date properly elected by the director, the director’s termination of service, or a change in control. In the event of a change in control, all RSUs and other equity-based awards held by any non-employee director will fully vest and, if applicable, become exercisable immediately prior to such change in control. In addition to the Non-Employee Director Compensation Program, we entered into the Consulting Agreement with Dr. Parvizi. Under the Consulting Agreement, Dr. Parvizi has agreed to provide services as our Chief Medical Advisor, providing guidance to Ceribell with respect to medical and scientific issues related to neurology. Pursuant to the Consulting Agreement, Dr. Parvizi was paid $192,450 in 2024 in consideration of his consulting services. Dr. Parvizi’s compensation for his consulting services is $450 per hour, up to a total of 36 hours per month, unless additional hours are approved by prior written consent of the Compensation Committee. We have also agreed to reimburse Dr. Parvizi for all reasonable expenses he incurs in performing his services under the Consulting Agreement, if he receives written consent from an authorized agent of Ceribell prior to incurring such expenses and submits receipts for such expenses in accordance with our policy and the contract terms.

  10. Director Compensation Table

    Director Compensation Table The following table contains information concerning the compensation of our non-employee directors in fiscal year 2024:

  11. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Juliet Tammenoms Bakker | 12,813 | 112,506 | — | 125,319 | | William W. Burke | 36,984 | 112,506 | — | 149,490 | | Lucian Iancovici, M.D.(3) | — | — | — | — | | Josef Parvizi, M.D., Ph.D. | 8,913 | 112,506 | 192,450 | 313,869 | | Rebecca (Beckie) Robertson | 44,511 | 334,856 | — | 379,367 | | Joseph M. Taylor | 24,027 | 223,673 | — | 247,700 |

  12. Director Compensation Table

    (1) Amounts reflect the full grant-date fair value of stock awards and stock options granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to our directors in Notes 2 and 11 of the financial statements included in our Annual Report. (2) Amounts shown for Dr. Parvizi reflect the cash consulting fees paid for consulting services performance in 2024 under the Consulting Agreement. Dr. Iancovici is employed by TPG Global, LLC, an affiliate of The Rise Fund Clearthought, L.P., a significant stockholder of the Company, and has elected not to receive compensation for his service on the Board. The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2024 by each non-employee director who was serving as of December 31, 2024.

  13. Director Compensation Table

    | Name | Options Outstanding at Fiscal Year End | Unvested Restricted Shares Outstanding at Fiscal Year End | | Juliet Tammenoms Bakker | — | 6,618 | | William W. Burke | 57,879 | 6,618 | | Lucian Iancovici, M.D. | — | — | | Josef Parvizi, M.D., Ph.D. | — | 6,618 | | Rebecca (Beckie) Robertson | 83,949 | 19,021 | | Joseph M. Taylor | 68,254 | 12,819 |

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation paid by us to our NEOs during fiscal years 2024 and 2023:

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total | | Xingjuan (Jane) Chao, Ph.D. | 2024 | 494,500 | — | — | 1,013,233 | 278,055 | — | 32,741 | 1,818,529 | | President, Chief Executive Officer, and Co-Founder | 2023 | 466,250 | — | — | 1,630,829 | 255,300 | — | 28,343 | 2,380,722 | | Scott Blumberg | 2024 | 348,875 | — | — | 492,410 | 170,741 | — | — | 1,012,026 | | Chief Financial Officer | 2023 | 328,875 | — | — | 283,085 | 151,600 | — | — | 763,560 | | Raymond Woo, Ph.D. | 2024 | 337,500 | — | — | 201,222 | 165,186 | — | — | 703,908 | | Chief Technology Officer | 2023 | 318,000 | — | — | 417,074 | 146,600 | — | — | 881,674 |

  16. Summary Compensation Table

    (1) Amounts represent annual bonuses earned by each NEO in 2024 which were paid by us after certification of performance achievement in early 2025. See “2024 Bonuses” below. (2) Amounts reflect the full grant-date fair value of stock awards and stock options granted during fiscal year 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to executive officers in Notes 2 and 11 to our financial statements included in our Annual Report. (3) Amounts in the “All Other Compensation” column for Dr. Chao represent reimbursements by us for car travel in connection with her commute to the company’s headquarters.

  17. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2024.

  18. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Name | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Xingjuan (Jane) Chao, Ph.D. | 11/7/2015(2) | 48,871 | — | 0.39 | 11/10/25 | | | 6/11/2019(2) | 44,724 | — | 2.24 | 6/10/2029 | | | 6/11/2019(2) | 152,551 | — | 2.24 | 6/10/2029 | | | 6/10/2021 | 246,837 | 35,263 | 3.65 | 6/10/2031 | | | 4/1/2023 | 124,513 | 174,319 | 4.70 | 2/16/2033 | | | 4/1/2023(3) | 202,333 | 40,468 | 4.70 | 2/16/2033 | | | 4/1/2024(3) | 55,512 | 111,024 | 9.41 | 4/23/2034 | | Scott Blumberg | 4/8/2020(2) | 91,466 | — | 2.26 | 6/5/2030 | | | 6/10/2021 | 24,431 | 4,864 | 3.65 | 6/10/2031 | | | 1/1/21(2) | 21,727 | — | 3.65 | 12/2/2031 | | | 4/1/2023 | 26,588 | 37,224 | 4.70 | 2/16/2033 | | | 4/1/2024(3) | 26,977 | 53,956 | 9.41 | 4/23/2034 | | Raymond Woo, Ph.D. | 6/11/19(2) | 41,634 | — | 2.24 | 6/10/2029 | | | 6/10/21 | 51,070 | 7,295 | 3.65 | 6/10/2031 | | | 4/1/2023 | 24,966 | 34,955 | 4.70 | 2/16/2033 | | | 4/1/2023(3) | 72,048 | 6,550 | 4.70 | 2/16/2033 | | | 4/1/2024(3) | 11,024 | 22,049 | 9.41 | 4/23/2034 |

  19. Outstanding Equity Awards at Fiscal Year-End

    (1) Unless otherwise indicated, the stock option vests and becomes exercisable as to 1/48th of the total number of shares underlying the stock option on each of the first 48 monthly anniversaries of the applicable vesting commencement date, subject to applicable NEO’s continued service through the applicable vesting date. (2) The stock option is fully vested. The stock option vests and becomes exercisable as to 1/24th of the total number of shares underlying the stock option on each of the first 24 monthly anniversaries of the vesting commencement date, subject to the applicable NEO’s continued service through the applicable vesting date.