DEF 14A of NeuroPace Inc
Filed Apr 21, 2026 · FY20250001140361-26-015894
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on our Board of Directors may be filled only by persons elected by a majority of the remaining directors unless determined otherwise by our Board of Directors. A director elected by our Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. There are currently eight members of our Board of Directors. Three of our directors are serving terms that expire at the Annual Meeting. Joseph S. Lacob whose term is expiring is not seeking reelection. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has nominated Lisa Andrade and Scott Huennekens for reelection to serve as Class II directors until the 2029 Annual Meeting of Stockholders. Ms. Andrade was previously elected by the stockholders and Mr. Huennekens was appointed to the Board of Directors in 2025. The biographies below under “Information Regarding Director Nominees and Continuing Directors” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director nominee that led the Nominating and Corporate Governance Committee to believe that the nominee should continue to serve on the Board of Directors. If you elect the nominees listed above, they will each hold office until the 2029 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The nominees have each consented to being named in this proxy statement and to serve if elected. Our management has no reason to believe that the nominees will be unable to serve. There are no family relationships among any of our executive officers or directors.
INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS
INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS The following is a brief biography of the Class I nominees and each director whose term will continue after the Annual Meeting:
Class II Director Nominees for Election at the 2026 Annual Meeting
Class II Director Nominees for Election at the 2026 Annual Meeting Lisa Andrade, age 54, has served as a member of our board of directors since 2021. Since March 2018, Ms. Andrade has served as Chief Executive Officer at M33, LLC, an executive coaching and leadership development company, where she oversees all aspects of the business and provides executive coaching and business consulting services. From January 2017 to February 2018, Ms. Andrade served as Divisional Vice President at Abbott Laboratories, a global medical device and healthcare company, where she led the ongoing medical device commercial activities and supported integration efforts associated with the acquisition of St. Jude Medical, Inc. From January 2014 to January 2017, Ms. Andrade served as Chief Marketing Officer at St. Jude Medical, a global medical device company, where she had global leadership responsibility for strategy, marketing, education, healthcare economics and reimbursement across all of its therapy areas. Ms. Andrade earned a B.S. in Biomedical and Electrical Engineering, an M.S. in Biomedical Engineering from Duke University and an M.B.A. from the Wharton School of Business at the University of Pennsylvania. We believe Ms. Andrade is qualified to serve on our Board of Directors because of her extensive leadership, strategy, commercialization and life sciences industry experience. Scott Huennekens, age 62, was appointed a member of our Board of Directors by the Nomination and Governance Committee in January 2025. Mr. Huennekens currently serves as Chairman of the board of directors of the public dental device company Envista Holdings Corp. and as a Board member of Quidel Ortho. From August 2015 to March 2019, Mr. Huennekens served as President, Chief Executive Officer and Chairman of Verb Surgical Inc., a surgical robotics company. From March 2002 until its sale to Royal Phillips NV in June 2015, Mr. Huennekens served as President and Chief Executive Officer of Volcano Corp., a catheter-based imaging company. Mr. Huennekens previously served on the boards of directors of the public companies of Hyperfine from April 2019 to May 2025, Acutus Medical, Inc. from March 2019 to January 2024, NuVasive, Inc. from September 2018 to September 2023, and ViewRay, Inc. from January 2018 to June 2021. Mr. Huennekens earned a B.S. in Business Administration from the University of Southern California and an M.B.A. from the Harvard Business School. We believe that Mr. Huennekens extensive leadership experiences and skills in commercial execution in the medical device industry qualify him to serve on our Board of Directors.
Class III Directors Continuing in Office Until the 2027 Annual Meeting
Class III Directors Continuing in Office Until the 2027 Annual Meeting Uri Geiger, age 58 has served as a member of our Board of Directors since January 2023. Dr. Geiger co-founded and has served as the Managing Partner of Accelmed Partners, a private equity firm focused on medical device companies, since 2009. Prior to founding Accelmed Partners, Dr. Geiger served as the Chief Executive Officer of Exalenz Bioscience Ltd., the developer of a technology for diagnosing liver and gastrointestinal disorders, from 2006 until its acquisition by Meridian Bioscience in December 2008, and co-founded and served as the Chief Executive Officer of GalayOr Networks, a developer of optical components, from 2001 until its acquisition by MEMSCAP in 2003. Dr. Geiger was also the founding partner of Dragon Variation Fund in 2000, one of Israel’s first hedge funds, which was sold to Migdal in 2007. Dr. Geiger has served on the board of directors of Strata Skin Sciences, Inc., a public medical device company, since May 2018, including as the chairman of the board of directors of Strata Skin Sciences, Inc. from May 2018 to April 2021. Dr. Geiger also served as the chairman of the board of directors of Cogentix Medical, Inc. from November 2016 until its sale in April 2018. Dr. Geiger currently also serves on the board of directors of a number of private medical device companies. Dr. Geiger earned a Ph.D. in Economics from Columbia University’s Center for Law & Economics, where he majored in global equity markets. We believe Dr. Geiger is qualified to serve on our Board of Directors because of his extensive experience in the medical device industry and on the boards of directors of public companies. Rakhi Kumar, age 46, has served as a member of our Board of Directors since 2021. From June 2018 through March 2025, Ms. Kumar served as Chief Accounting Officer at Roivant Sciences Ltd., a public biopharmaceutical company, where she led Roivant’s accounting and financial operations and related internal controls functions. Ms. Kumar joined Roivant in September 2015, previously serving as Vice President, Finance and External Reporting, from December 2016 to June 2018, and as Senior Director, from September 2015 to December 2016. While at Roivant, led and launched financial operations at Roivant’s biopharmaceutical subsidiaries and healthcare technology companies, overseeing treasury, accounting, SOX and financial operations. In her capacity, she also played a pivotal role in guiding the company through multiple successful IPOs and was heavily involved in significant transactions, such as the go-public activities at Immunovant and Roivant via a SPAC, Roivant's $3B strategic alliance with Sumitomo Dainippon Pharma, Roivant’s $7.1B sale of Telavant to Roche and Roivant’s $1.2B sale of Dermavant to Organon. Ms. Kumar Ms. Kumar has also served on the board of directors of Roivant Social Ventures since 2018. Prior to joining Roivant, Ms. Kumar was with The Medicines Company, which was acquired by Novartis, from June 2013 to September 2015, where she was responsible for external reporting and corporate and technical accounting. Earlier in her career, Ms. Kumar was in the assurance services at Ernst and Young. Ms. Kumar earned an M.S in Accounting and Taxation from the University of Hartford. Ms. Kumar is a member of the Financial Accounting Standards Board’s Small Business Advisory Committee. She is a certified public accountant and a Chartered Professional Accountant in Ontario, Canada. We believe Ms. Kumar is qualified to serve on our Board of Directors because of her leadership and extensive life sciences industry experience. Renee Ryan, age 57, has served as a member of our Board of Directors since 2013. Ms. Ryan is currently Founder and CEO of PinPrint, Inc., a drug-delivery company. Ms. Ryan also serves as a strategic advisor to several medical technology companies. From August 2019 to August 2023, Ms. Ryan served as Chief Executive Officer at Cala Health, Inc., a medical technology company. From 2011 to August 2019, Ms. Ryan served as Vice President, Investments, at Johnson & Johnson Development Corp., the venture investing arm of Johnson & Johnson. From 2008 to 2011, Ms. Ryan served as Managing Director at Robert W. Baird & Co., a private equity firm and financial services company. Ms. Ryan has served on the board of directors of the private medical device company RefleXion Medical, Inc. since January 2021. In early February 2026, Ms. Ryan joined the Board of Directors of OncoRes Medical, which is developing an imaging system designed to aid surgeons in identifying breast cancer tissue. We believe Ms. Ryan is qualified to serve on our Board of Directors because of her leadership experience and extensive experience in the medical device industry.
Class I Directors Continuing in Office Until the 2028 Meeting
Class I Directors Continuing in Office Until the 2028 Meeting Joel Becker, age 58 has served as our President, Chief Executive Officer and a member of our Board of Directors since July 2023. From October 2022 to July 2023, Mr. Becker served as President at Viking North Ventures, a firm providing advisory services to medical technology and healthcare companies and investors, in which role he was responsible for providing advisory, leadership and strategy development services. From April 2019 to October 2022, Mr. Becker served as President of the Cardiac Rhythm Management and Neuromodulation product category of Integer Holdings Corporation, a global medical device company, in which role he was responsible for overseeing commercial and operational strategy and execution. Prior to joining Integer, Mr. Becker served as Chief Executive Officer of Xchange Labs, LLC, a healthcare technology SaaS company that develops connectivity products and services focused on providing caregivers access to patient management data and integration with health plan medication management services, from May 2017 to August 2018, in which role he was responsible for commercial and operational execution. From 2004 to 2016, Mr. Becker served in various leadership roles at St. Jude Medical, a global medical device manufacturer acquired by Abbott Laboratories in 2017, including President, Americas Division, from 2013 to 2016, and President, United States Division, from 2011 to 2013. Mr. Becker earned a B.A. in Business Administration from Augustana College and an M.B.A from the University of Minnesota. We believe that Mr. Becker’s business expertise and his daily insight into corporate matters as our President and Chief Executive Officer qualify him to serve on our Board. Frank Fischer, age 84, has served as a member of our Board of Directors since 1997 and as the Chairman of our Board of Directors since August 2019. From 2000 to July 2019, Mr. Fischer served as our President and Chief Executive Officer and as a part-time employee of ours from July 2019 to January 2020. Prior to that, Mr. Fischer was President and Chief Executive Officer of Heartport, Inc., a medical device company, from 1998 to 1999, and served on Heartport’s board of directors from 1992 to 1999. Previously, Mr. Fischer was President and Chief Executive Officer of Ventritex, Inc., a company that pioneered implantable cardiac defibrillators, from 1987 until the sale of the company to St. Jude Medical, Inc. in 1997. Mr. Fischer served as a member of the board of directors of Nevro Corp., a medical device company, from 2012 to 2024. Mr. Fischer previously served as a member of the board of directors of Tenon Medical, Inc., a medical device company, from April 2022 to December 2023. Since 2024, Mr. Fischer has served on the Board of Directors of CoMind, which is developing a non-invasive brain monitoring system, and in March 2025, Mr. Fischer was appointed as the Chairman of the Board of Directors. Mr. Fischer received a B.S. in Mechanical Engineering and a M.S. in Management from Rensselaer Polytechnic Institute. We believe that Mr. Fischer is qualified to serve on our Board of Directors because of his extensive experience with medical device companies and the historical knowledge and continuity he brings to our Board of Directors.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Compensation Committee
| • | reviewing and recommending to our Board of Directors the compensation of our directors; |
Summary Compensation Table
Summary Compensation Table The following table shows for the years ended December 31, 2025 and December 31, 2024, compensation awarded to or paid to, or earned by, our named executive officers:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards(1)(2) ($) | Option Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Joel Becker President and Chief Executive Officer | 2025 | 567,567 | 587,340 | 701,850 | 551,810 | — | 2,408,566 | | | 2024 | 528,667 | 897,762 | 1,206,751 | 391,714 | — | 3,024,894 | | Patrick Williams(4) Chief Financial Officer | 2025 | 263,461 | 539,759 | 650,452 | 192,263 | — | 1,645,935 | | Martha Morrell, M.D. Chief Medical Officer | 2025 | 489,842 | 140,634 | 168,183 | 235,473(6) | — | 1,034,132 | | | 2024 | 486,702 | 213,875 | 287,514 | 181,460 | — | 1,169,551 | | Rebecca Kuhn(5) Former Chief Financial Officer, Vice President, Finance and Administration | 2025 | 268,166 | 117,468 | 140,441 | — | 320,233(7) | 846,308 | | | 2024 | 416,205 | 213,875 | 287,514 | 175,712 | — | 1,093,306 |
Summary Compensation Table
| (1) The amounts disclosed represent the aggregate grant date fair value of the awards granted in 2025 and 2024, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by our named executive officers. |
Summary Compensation Table
| (2) See “—Narrative Disclosure to Summary Compensation Table—Equity-Based Incentive Awards” below for a description of the material terms of the program pursuant to which this compensation was awarded. |
Summary Compensation Table
| (3) The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of company and individual performance goals and other factors deemed relevant by our Board of Directors and Compensation Committee. For additional information, see “—Narrative Disclosure to Summary Compensation Table—Annual Performance-Based Cash Compensation.” |
Summary Compensation Table
| (4) Mr. Williams was appointed our Chief Financial Officer in June 2025. |
Summary Compensation Table
| (5) Ms. Kuhn ceased employment with us in June 2025. |
Summary Compensation Table
| (6) Pursuant to the Compensation Committee’s direction, 25% of Dr. Morrell’s bonus is being withheld subject to the outcome of the FDA’s review of the PMA-Supplement for label expansion of the RNS System to include patients with drug-resistant Idiopathic Generalized Epilepsy. Dr. Morrell has received $180,366 of her 2025 non-equity incentive plan compensation. |
Summary Compensation Table
| (7) Consists of (i) $231,348 of severance payments and (ii) $88,885 of pro-rated incentive compensation. See “Employment and Separation Agreements—Ms. Kuhn” for additional information. |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table shows for the year ended December 31, 2025, certain information regarding outstanding equity awards at year end for the named executive officers.
Outstanding Equity Awards at December 31, 2025
| | Option Awards | | | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | Joel Becker President and Chief Executive Officer | 7/18/2023(1) | 7/18/2023 | 229,840 | 150,584 | $4.39 | 7/17/2033 | — | — | | | 2/27/2024(1) | 2/27/2024 | 47,997 | 56,723 | $17.11 | 2/26/2034 | — | — | | | 2/27/2024(2) | 2/27/2024 | — | — | — | — | 29,514 | 455,696 | | | 3/10/2025(2) | 3/10/2025 | — | — | — | — | 58,500 | 903,240 | | | 3/10/2025(1) | 3/10/2025 | — | 8,724 | $10.04 | 3/9/2035 | — | — | | | 3/10/2025(1) | 3/10/2025 | — | 90,476 | $10.04 | 3/9/2035 | — | — | | Patrick Williams Chief Financial Officer | 6/20/2025(3) | 6/20/2025 | — | — | — | — | 10,370 | 160,113 | | | 6/20/2025(3) | 6/20/2025 | — | — | — | — | 41,480 | 640,451 | | | 6/20/2025(1) | 6/20/2025 | — | 17,600 | $10.41 | 6/19/2035 | — | — | | | 6/20/2025(1) | 6/20/2025 | — | 20,824 | $10.41 | 6/19/2035 | — | — | | | 6/20/2025(1) | 6/20/2025 | — | 49,526 | $10.41 | 6/19/2035 | — | — | | Martha Morrell, M.D. Chief Medical Officer | 10/30/2020(4) | 8/19/2020 | 140,449 | — | $0.026 | 10/29/2030 | — | — | | | 6/4/2021(1) | 4/22/2021 | 16,620 | — | $21.67 | 6/3/2031 | — | — | | | 3/3/2022(1) | 3/3/2022 | 87,684 | 5,846 | $8.15 | 3/2/2032 | — | — | | | 3/3/2022(2) | 3/3/2022 | — | — | — | — | 2,922 | 45,116 | | | 2/20/2023(5) | 2/20/2023 | — | — | — | — | 6,667 | 102,938 | | | 2/27/2024(1) | 2/27/2024 | 11,436 | 13,514 | $17.11 | 2/26/2034 | — | — | | | 2/27/2024(2) | 2/27/2024 | — | — | — | — | 7,031 | 108,559 | | | 3/22/2025(1) | 3/22/2025 | — | 19,850 | $12.02 | 3/21/2035 | — | — | | | 3/22/2025(1) | 3/22/2025 | — | — | — | — | 11,700 | 180,648 | | Rebecca Kuhn Former Chief Financial Officer, Vice President, Finance and Administration | 10/30/2020(4) | 8/19/2020 | 154,000 | — | $0.026 | 9/19/2026 | — | — | | | 6/4/2021(1) | 4/22/2021 | 16,620 | — | $21.67 | 9/19/2026 | — | — | | | 3/3/2022(1) | 3/3/2022 | 87,638 | 5,842 | $8.15 | 9/19/2026 | — | — | | | 3/3/2022(2) | 3/3/2022 | — | — | — | — | 2,921 | 45,100 | | | 2/20/2023(5) | 2/20/2023 | — | — | — | — | 6,667 | 102,938 | | | 2/27/2024(1) | 2/27/2024 | 11,436 | 13,514 | $17.11 | 9/19/2026 | — | — | | | 2/27/2024(1) | 2/27/2024 | — | — | — | — | 7,031 | 108,559 | | | 3/10/2025(2) | 3/10/2025 | — | — | — | — | 11,700 | 180,648 | | | 3/10/2025(2) | 3/10/2025 | — | 19,850 | $10.04 | 9/19/2026 | — | — |
Outstanding Equity Awards at December 31, 2025
| (1) One-fourth (1/4th) of the shares subject to this option will vest on the first anniversary of the vesting commencement date, and the remaining shares will vest in equal monthly installments thereafter over 36 months, subject to the named executive officer’s continued service with us. |
Outstanding Equity Awards at December 31, 2025
| (2) One-fourth (1/4th) of the shares subject to the RSU will vest on the first anniversary of the vesting commencement date, and the remaining shares will vest in equal quarterly installments thereafter over 36 months, subject to the named executive officer’s continued service with us. |
Outstanding Equity Awards at December 31, 2025
| (3) One-fourth (1/4th) of the shares subject to this option will vest on the first anniversary of the vesting commencement date, and the remaining shares will vest in equal quarterly installments thereafter over 12 quarters, subject to the named executive officer’s continued service with us. |
Outstanding Equity Awards at December 31, 2025
| (4) This option is fully vested. |
Outstanding Equity Awards at December 31, 2025
| (5) One-third (1/3rd) of the shares subject to the RSU shall vest on the first anniversary of the vesting commencement date, and the remaining shares will vest in equal quarterly installments thereafter over 2 years, subject to the named executive officer’s continued service with us. |
Outstanding Equity Awards at December 31, 2025
| (6) Market value is calculated based on the closing price of our common stock on December 31, 2025, which was $15.44 as reported on the Nasdaq Global Market. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by us during the year ended December 31, 2025. Our Board of Directors may elect to provide our officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy
Director Compensation
Director Compensation The following table shows for the year ended December 31, 2025 certain information with respect to the compensation of all of our non-employee directors:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(3)(4) | Total ($) | | Lisa Andrade | 60,000 | 78,704 | 138,704 | | Frank Fischer | 95,000(2) | 78,704 | 173,704 | | Uri Geiger | 47,500(2) | 78,704 | 126,204 | | Scott Huennekens(1) | 49,306 | 207,895 | 257,200 | | Rakhi Kumar | 60,000(2) | 78,704 | 138,704 | | Joseph S. Lacob | 45,000(2) | 78,704 | 123,704 | | Renee Ryan | 57,500 | 78,704 | 136,204 |
Director Compensation
| (1) Mr. Huennekens joined our Board of Directors in January 2025. |
Director Compensation
| (2) Each of Mr. Fischer, Mr. Geiger, Ms. Kumar, and Mr. Lacob elected to receive fully vested RSUs in lieu of the cash retainers described above. Mr. Fischer, Mr. Geiger, Ms. Kumar, and Mr. Lacob received RSU awards representing 8,076 shares, 4,036 shares, 5,100 shares, and 3,824 shares, respectively, of our common stock. |
Director Compensation
| (3) The amounts disclosed represent the aggregate grant date fair value of the stock options, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by our non-employee directors. Amounts exclude the aggregate grant date fair value of the RSU awards granted in lieu of cash fees since the fees have been separately reported as “Fees Earned or Paid in Cash.” |
Director Compensation
| (4) As of December 31, 2025, each of the above non-employee directors held options to purchase shares of our common stock as follows: Ms. Andrade, 83,988 shares; Mr. Fischer, 93,850 shares; Mr. Geiger, 174,420 shares; Ms. Kumar, 93,850 shares; Mr. Lacob, 93,850 shares; Ms. Ryan, 93,850 shares; and Mr. Huennekens, 24,252 shares. |