DEF 14A of CVRx, Inc.
Filed Apr 20, 2026 · FY20250001140361-26-015657
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS The Board is presently comprised of seven members. The Board is divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting. Each director elected at an annual meeting serves from the time of his or her election until the third annual meeting of stockholders following that election and until his or her successor is duly elected and qualified. Class II directors, with a term expiring at the Annual Meeting, consist of Messrs. Kevin Hykes and Joseph Slattery. The Nominating and Corporate Governance Committee has recommended, and the Board has approved, increasing the number of directors that will constitute the Board as of the Annual Meeting to eight members. The Nominating and Corporate Governance Committee has also recommended, and the Board has approved, the nomination of three Class II directors, Messrs. Dale, Hykes, and Slattery, for election for three-year terms expiring at the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Messrs. Hykes and Slattery are each currently a director of the Company. Mr. Dale is not currently a director of the Company and is standing for election by stockholders at the Annual Meeting. In 2025, the Nominating and Corporate Governance Committee continued a process to identify an additional director candidate with relevant leadership experience to join the Board and retained a third-party search firm to assist in identifying and evaluating potential candidates. Mr. Dale was identified as a potential candidate for the Board through this process, having been identified as a potential candidate by the search firm, as well as our Chief Executive Officer and certain non-employee directors who knew him. Mr. Dale was evaluated by the search firm and the Nominating and Corporate Governance Committee amongst other potential candidates. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board. We have no reason to believe that any nominee named will be unable to serve if elected.
Director Information
Director Information The names and ages of the nominees and continuing directors, and their length of service with the Company and Board committee memberships are set forth in the table below.
Director Information
| Name | Age | Director Since | Class Term Expiration | Independent | AC | CC | NCG | | Nominees for Class II Directors | | | | | | | | | Michael Dale | 66 | Nominee | Class II 2029 Annual Meeting | Yes | — | — | — | | Kevin Hykes | 60 | December 2022 | Class II 2029 Annual Meeting | No | — | — | — | | Joseph Slattery (ILD) | 61 | October 2008 | Class II 2029 Annual Meeting | Yes | F, M | M | — | | Continuing Directors | | | | | | | | | Kevin Ballinger | 53 | September 2024 | Class I 2028 Annual Meeting | Yes | — | M | M | | Mitch Hill | 67 | September 2024 | Class I 2028 Annual Meeting | Yes | F, C | M | — | | Mudit Jain | 57 | July 2020 | Class III 2027 Annual Meeting | Yes | — | C | M | | Kirk Nielsen | 52 | July 2020 | Class III 2027 Annual Meeting | Yes | — | — | C | | Martha Shadan | 70 | July 2021 | Class III 2027 Annual Meeting | Yes | M | — | — |
Director Information
| C: | Committee Chair | M: | Member | F: | Financial Expert | | AC: | Audit Committee | CC: | Compensation Committee | NCG: | Nominating and Corporate | | ILD: | Independent Lead Director | | | | Governance Committee |
Director Information
A brief biography of each nominee and each continuing director is set forth below, which includes information, as of the Record Date, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board to believe that the director should serve on the Board.
Nominees for Terms Expiring in 2029 (Class II Directors)
Nominees for Terms Expiring in 2029 (Class II Directors) Michael Dale has served as Chief Executive Officer and President and as a member of the board of directors of Axogen, Inc., a regenerative medicine company dedicated to peripheral nerve repair, since August 2024. Previously, Mr. Dale spent eight years at Abbott Laboratories, a health care products provider, including serving as Senior Vice President, Structural Heart from October 2019 to July 2024, President, Structural Heart from July 2017 to September 2019, and Vice President and General Manager, Structural Heart from March 2016 to July 2017. Prior to joining Abbott Laboratories, Mr. Dale served as President and Chief Executive Officer of GI Dynamics, Inc., a medical device company, from September 2014 to March 2016. Prior to this, he served in various executive leadership roles at medical device companies, including Helical Solutions, Inc., ATS Medical, Inc., Endocardial Solutions, Inc., Cyberonics, Inc., St. Jude Medical, Inc., and American Edwards Laboratories. Mr. Dale currently serves on the advisory board of Purdue University’s Weldon School of Biomedical Engineering and on the BiomimedX, Inc. board of directors. Mr. Dale previously served on the boards of directors of Preceptis Medical, Inc., GI Dynamics, Inc., NeoChord, Inc., Neuronetics, Inc., Helical Solutions, Inc., Rhythmia Medical, Inc., ATS Medical, Inc., Enpath Medical, Inc., the Advanced Medical Technology Association (AdvaMed), the St. Mary’s University Council of Regents for the School of Graduate and Professional Programs, the University of Minnesota Carlson School of Management Medical Industry Leadership Institute, and the California Polytechnic State University’s Center for Innovation & Entrepreneurship as a student mentor. Mr. Dale received a B.S. from California Polytechnic State University. The Board believes that Mr. Dale’s extensive executive experience in the medical device industry and service on the boards of directors of several medical technology companies qualifies him to serve as a director on the Board. Kevin Hykes has served as our President and Chief Executive Officer, since February 2024, and as a director on the Board, since December 2022. He has also served as a Venture Advisor to Vensana Capital, a medtech-focused investment firm, since November 2019. Mr. Hykes previously served as the Chief Executive Officer of Augmedics, Inc., an augmented reality surgical navigation company, from December 2021 to February 2024. Mr. Hykes previously served as the President and Chief Executive Officer of each of Bardy Diagnostics, Inc., a remote cardiac monitoring and individual health services company, from August 2020 until its acquisition in June 2021, and Relievant, Inc., a provider of interventional treatment for chronic low back pain, from 2017 to January 2020. He also served as Chairman and Chief Executive Officer of Metavention, Inc., a neuromodulation company, from 2013 to 2017, President and Chief Executive Officer of Cameron Health, Inc., a cardioverter-defibrillator medical device company, from 2010 until its acquisition in 2013, and Chief Commercial Officer of Visiogen, Inc., a developer of products for cataract and refractive patients, from 2008 until its acquisition in 2010. Mr. Hykes served as an Operating Partner at Versant Ventures, a healthcare focused venture capital firm, from 2013 to 2017. Mr. Hykes previously served on the boards of directors of Augmedics, Inc., Bardy Diagnostics, Inc., Cameron Health, Inc., Hansen Medical Inc., Metavention, Inc., Relievant, Inc., and Veran Medical Systems, Inc. Mr. Hykes also serves as a board member of AdvaMed Accel, a division of the AdvaMed trade association. Mr. Hykes received a B.A. in Business Administration from the University of Wisconsin and an M.B.A. from Northwestern University. The Board believes that Mr. Hykes’ leadership of our company as our President and Chief Executive Officer, as well as his significant senior executive leadership experience in the healthcare technology industry, uniquely positions him to contribute to the Board. Joseph Slattery has served as a director on the Board since October 2008. Since 2019, Mr. Slattery has focused on board governance and advisory roles within the life sciences sector. He previously served as the Executive Vice President and Chief Financial Officer of Asensus Surgical, Inc., a medical device company, from October 2013 to December 2019. Mr. Slattery also served as the Executive Vice President and Chief Financial Officer of Baxano Surgical, Inc., from April 2010 to September 2013. From February 1996 to August 2007, Mr. Slattery served in various roles of increasing responsibility at Digene Corporation, including as Chief Financial Officer and Senior Vice President of Finance and Information Systems, from October 2006 to August 2007. Mr. Slattery serves on the board of directors of Replimune Group, Inc. and ImageneBio, Inc., and he previously served on the boards of directors of Baxano Surgical, Inc., Exosome Diagnostics, Inc., Micromet, Inc., Morphic Therapeutic, Inc., and Omega Alpha SPAC. Mr. Slattery received a B.S. in Accounting from Bentley University and is a certified public accountant (dormant). The Board believes that Mr. Slattery’s extensive finance and business experience in the life sciences industry and his expertise in public accounting qualify him to serve as a director on the Board.
Class III Directors (Terms Expiring in 2027)
Class III Directors (Terms Expiring in 2027) Mudit K. Jain, Ph.D. has served as a director on the Board since July 2020. He has served as a Founding General Partner at Treo Ventures, a medical device-focused venture capital firm, since September 2018, and previously served as a Managing Director at Synergy Venture Partners, LLC, a medical technology venture capital investment firm, from April 2007 to September 2018. Dr. Jain has also served as the CEO and co-founder of NuXcel, a medical device accelerator, since 2018, and has founded four neuromodulation companies-ShiraTronics, Inc., Avivmed, Inc., iVEAcare, Inc., and iRiva Medical, Inc. Dr. Jain currently serves on the boards of directors of Avivomed, Inc., Neochord, Inc., Neuspera, Inc., SecondWave Systems, Inc., iRiva Medical, Inc., NuXcel, ShiraTronics, Inc., and iVEAcare, Inc., and he previously served on the board of directors of Inspire Medical Systems, Inc., Aptus Endosystems, Inc., and Impres Medical, Inc. Dr. Jain received a Ph.D. in Biomedical Engineering from Duke University, an M.B.A. from The Wharton School of the University of Pennsylvania and a B.E. in Electrical Engineering from National Institute of Technology, Nagpur, India. The Board believes that Dr. Jain’s experience as a venture capital investor and expertise in biomedical engineering qualify him to serve as a director on the Board. Kirk Nielsen has served as a director on the Board since July 2020. Mr. Nielsen has served as a Managing Partner at Vensana Capital, a medtech-focused investment firm, since January 2019 and as a Managing Director at Versant Ventures, a healthcare-focused venture capital firm, since January 2011. He currently serves on several boards of directors for private companies, including Alleviant Medical, Inc., Elucent Medical, Inc., iVEAcare, Inc., Moxe Health Corporation, and Okami Medical, Inc., and previously served on the board of directors of Inari Medical, Inc. Mr. Nielsen received an M.B.A. from Harvard Business School and an A.B. from Harvard College. The Board believes that Mr. Nielsen’s extensive management experience serving on the boards of directors of several medical technology companies qualifies him to serve as a director on the Board. Martha Shadan has served as a director on the Board since July 2021. Ms. Shadan has served as President and Chief Executive Officer of Miach Orthopaedics, a developer of bio-engineered surgical implants for connective tissue restoration, from January 2019 to June 2022. From January 2018 to December 2018, Ms. Shadan served as Global Vice President of Marketing at Smith & Nephew plc, a multinational medical equipment manufacturer, a role she assumed after the company acquired Rotation Medical, a medical device company focused on regenerative shoulder repair treatment, where she was President and Chief Executive Officer. Ms. Shadan led Rotation Medical through FDA approval and commercialization of the Rotation Medical Bioinductive Implant for rotator cuff tears (now known as REGENETEN), as well as the company’s acquisition by Smith & Nephew in December 2017. Prior to joining Rotation Medical in January 2013, Ms. Shadan served as President of the Trauma Division at Zimmer where she managed the P&L for the global business and Vice President/General Manager of Vascular Therapies and Vice President/General Manager of BioSurgery and Sports Surgery at Covidien, and she held various positions at Bristol Myers Squibb Co. and Merck Millipore. Ms. Shadan currently serves on the boards of directors of AdvaMed, a trade association, LeMaitre Vascular Inc., Medartis AG, S2N Health, Inc., and as Chair of the board of directors of BrilliantStrings Therapeutics. Ms. Shadan received an M.B.A. from Northeastern University, a Master of Science in Biology from Michigan State University and Bachelor of Science in Biology from the University of New Hampshire. The Board believes that Ms. Shadan’s significant executive leadership experience in the healthcare technology industry qualifies her to serve as a director on the Board.
Class I Directors (Terms Expiring in 2028)
Class I Directors (Terms Expiring in 2028) Kevin Ballinger has served as a director on the Board since September 2024. From July 2020 to September 2023, Mr. Ballinger served as Chief Executive Officer of Aldevron, LLC, a privately held genomics company that was acquired by Danaher Corporation in August 2021. Prior to joining Aldevron, Mr. Ballinger spent 25 years at Boston Scientific Corporation. During his last nine years at Boston Scientific, Mr. Ballinger served as Executive Vice President and Global President of the Interventional Cardiology division. Mr. Ballinger previously served on the boards of directors of Silk Road Medical, Inc. and Shockwave Medical, Inc. Mr. Ballinger earned his B.S. in mechanical engineering from Michigan Technological University, and his M.B.A. from the University of Minnesota’s Carlson School of Management. The Board believes that Mr. Ballinger’s experience in the medical device industry, as an executive leader, and as a member of the boards of directors of multiple companies in the healthcare industry qualifies him to serve as a director on the Board. Mitch Hill has served as a director on the Board since September 2024. Mr. Hill retired as the Chief Financial Officer of Inari Medical, Inc., in October 2024, which was a position he had held since March 2019. From June 2018 to February 2019, Mr. Hill served as the Chief Executive Officer and as a member of the board of directors of Flow Lighting Technologies, Inc., a private company specializing in cloud-based software. From August 2017 to June 2018, Mr. Hill served as a member of the board of directors of LIVMOR, Inc., a private company focusing on digital health solutions for remote patient monitoring. From September 2015 to May 2018, Mr. Hill served as a member of the board of directors and audit committee of Ominto, Inc., a private company with global operations in the e-commerce, marketing and entertainment industries. From March 2013 to March 2015, Mr. Hill was the Executive Vice President and Chief Financial Officer of Alphaeon Corporation, a private company serving healthcare providers in the self-pay medical field. Prior to 2013, Mr. Hill served as Chief Financial Officer at a number of companies, including Cameron Health, Inc., Visiogen Inc., Insight Health Services Holdings Corp., BMS Reimbursement Management, Buy.com, Inc., Walt Disney Imagineering and Disney Development Co. Mr. Hill received his B.S. in Business Accounting from Brigham Young University and an M.B.A. from Harvard Business School. The Board believes that Mr. Hill’s extensive finance and business experience, including in the medical device industry, and his expertise in public accounting qualify him to serve as a director on the Board.
Committees of the Board of Directors
| • | reviewing and making recommendations to the Board regarding director compensation; and |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The directors play a critical role in guiding the Company’s strategic direction and in overseeing the Company’s management. The many responsibilities and risks and the substantial time commitment of being a director require that the Company provide adequate compensation commensurate with the directors’ workload and opportunity costs. Non-employee directors receive a combination of annual cash retainers and annual grants of stock options. Compensation of our non-employee directors is reviewed and determined by the Board on an annual basis. The annual cash retainers and equity compensation for non-employee directors who serve during only a portion of a fiscal year is pro-rated. The Board reviewed our non-employee director compensation, including market data provided by Aon, and determined to make no changes to the compensation program for 2025. However, in recognition of the Company’s stock price volatility, the Board determined that each director’s annual stock option grant would be capped at 0.075% of our common stock issued and outstanding on the date of grant, which limit impacted the number of stock options granted in 2025 and reduced the actual grant date value of stock options granted to each director to $105,492, as opposed to the $130,000 value reflected below.
DIRECTOR COMPENSATION
| Compensation Component | Amount ($) | | Cash Compensation: | | | Non-Employee Board Member | 45,000 | | Committee Chair | | | Audit | 20,000 | | Compensation | 15,000 | | Nominating and Corporate Governance | 10,000 | | Committee Member | | | Audit | 10,000 | | Compensation | 7,500 | | Nominating and Corporate Governance | 5,000 | | Chairman or Independent Lead Director | 32,500 | | Equity Compensation (Stock Options): | | | Non-Employee Board Member | 130,000 |
DIRECTOR COMPENSATION
Cash Compensation. Cash retainers are paid quarterly in arrears. Equity Compensation. Annual Grant: A non-employee director who is serving on the Board as of the date of the annual meeting of the Company’s stockholders shall be granted, on such annual meeting date, stock options with a grant date value of approximately $130,000, which shall vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. Initial Grant: Each non-employee director who is initially elected or appointed to serve on the Board shall be granted a stock option award with a grant date value of approximately $260,000, reflecting two times the annual equity grant value. The initial equity grant vests ratably on an annual basis over three years from the date of grant. Each such award will vest in full upon the death or permanent disability of the non-employee director and upon a change in control of the Company (as defined in the 2021 Equity Incentive Plan (the “2021 Plan”)). Compensation under our Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2021 Plan.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth information for the year ended December 31, 2025, regarding the compensation awarded to, earned by or paid to the non-employee directors who served on the Board during 2025. Mr. Hykes, who served as the Company’s President and Chief Executive Officer during the year ended December 31, 2025, and continues to serve in that capacity, did not receive additional compensation for his service as a director, and therefore is not included in the Director Compensation table below. All compensation paid to Mr. Hykes is reported below in the “Summary Compensation Table.”
Director Compensation in 2025
Director Compensation in 2025
Director Compensation in 2025
| Director Name | Fees Earned or Paid in Cash ($) | Stock Option Awards ($)(1)(2) | Total ($) | | Kevin Ballinger | 51,125 | 105,492 | 156,617 | | Mitch Hill | 62,500 | 105,492 | 167,992 | | Mudit Jain | 65,000 | 105,492 | 170,492 | | Kirk Nielsen | 63,500 | 105,492 | 168,992 | | Martha Shadan | 52,875 | 105,492 | 158,367 | | Joseph Slattery | 105,000 | 105,492 | 210,492 |
Director Compensation in 2025
| (1) Amounts reflect the aggregate grant date fair value of stock options computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 7 to our financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. |
Director Compensation in 2025
| (2) As of December 31, 2025, the non-employee directors held outstanding stock options to acquire the following number of shares of the Company’s common stock: |
Director Compensation in 2025
| Director Name | Outstanding Stock Options (#) | | Kevin Ballinger | 55,690 | | Mitch Hill | 55,690 | | Mudit Jain | 96,183 | | Kirk Nielsen | 97,447 | | Martha Shadan | 120,674 | | Joseph Slattery | 135,912 |
Summary Compensation Table
Summary Compensation Table The following table discloses compensation paid by us during the fiscal years set forth below to our NEOs:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Kevin Hykes President and Chief Executive Officer | 2025 2024 | 660,533 569,946 | — 165,276 | 1,270,080 — | 1,516,896 7,822,980 | 444,492 184,724 | 13,800 13,800 | 3,905,801 8,756,626 | | Robert John Chief Revenue Officer | 2025 2024 | 485,313 241,154 | — — | 712,800 — | 389,473 1,124,081 | 160,998 111,582 | 13,800 10,685 | 1,762,384 1,487,502 | | Philip Adamson Chief Medical Officer | 2025 | 549,539 | — | 259,200 | 307,479 | 231,125 | 13,800 | 1,361,143 |
Summary Compensation Table
| (1) The amount for Mr. Hykes for 2024 reflects a $150,000 sign-on bonus in connection with his appointment as President and Chief Executive Officer in February and an incremental discretionary bonus of $15,276 to recognize his accomplishments during 2024 in recruiting critical executive team members and realigning our commercialization and other strategic initiatives that was paid at the same time as other bonuses for fiscal 2024. |
Summary Compensation Table
| (2) Amounts shown in this column represent the aggregate grant date fair value of RSUs granted in the relevant year, computed in accordance with the provisions of FASB ASC Topic 718 with a value equal to the closing price of a share of our common stock on the grant date. |
Summary Compensation Table
| (3) Amounts shown in this column do not reflect dollar amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted in the relevant year, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 7 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our NEOs will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. |
Summary Compensation Table
The amount for Mr. Hykes for 2024 includes a stock option with a grant date fair value of $6.6 million granted in connection with his appointment as President and Chief Executive Officer in February 2024 and a stock option with a grant date fair value of $1.2 million granted in July 2024 in connection with the Compensation Committee’s review of internal alignment of long-term incentives among the Company’s senior management team.
Summary Compensation Table
| (4) The amounts represent the annual cash incentive awards earned by each NEO. |
Summary Compensation Table
| (5) The amounts represent 401(k) matching contributions for each of the NEOs. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding outstanding equity awards held as of December 31, 2025 by our NEOs.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Name and Award Type | Vesting Commencement Date | Number of Securities Underlying Unexercised Options – Exercisable (#) | Number of Securities Underlying Unexercised Options – Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Kevin Hykes | 12/21/2022(1) | 5,246 | — | 15.78 | 12/21/2032 | | | | | 12/21/2022(1) | 21,776 | — | 15.78 | 12/21/2032 | | | | | 6/5/2023(1) | 12,012 | — | 12.33 | 6/4/2033 | | | | | 2/12/2024 | 165,000 | 195,000(2) | 23.61 | 2/11/2034 | | | | | 7/31/2024 | 63,750 | 116,250(2) | 8.55 | 7/30/2034 | | | | | 2/28/2025 | — | 246,000(2) | 12.96 | 2/27/2035 | | | | | 2/28/2025 | | | | | 98,000(3) | 695,800 | | Robert John | 6/27/2024 | 45,822 | 76,370(2) | 11.70 | 6/26/2034 | | | | | 2/28/2025 | — | 93,000(2) | 12.96 | 2/27/2035 | | | | | 2/28/2025 | | | | | 55,000(3) | 390,500 | | Philip Adamson | 5/23/2024 | 75,290 | 114,918(2) | 7.82 | 5/23/2034 | | | | | 2/28/2025 | — | 50,000(2) | 12.96 | 2/27/2035 | | | | | 2/28/2025 | | | | | 20,000(3) | 142,000 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Reflects stock options granted to Mr. Hykes during his service as a non-employee director before he was appointed President and Chief Executive Officer in February 2024. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) The vesting schedule provides for 25% of the shares underlying each stock option grant to vest on the first anniversary of the grant date, and for 1/48th of the shares to vest monthly thereafter, subject to the NEO’s continuous employment through the relevant vesting dates. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) The vesting schedule provides for 25% of the shares subject to each RSU award to vest on each annual anniversary of the grant date, subject to the NEO’s continuous employment through the relevant vesting dates. |