Bill Facteau
BioCardiaAbout Bill Facteau
Bill Facteau (age 55) has served as an independent Class I director of BioCardia, Inc. since October 2023. He is President and CEO of Earlens Corporation (since November 2013), and holds a bachelor’s degree from the University of Connecticut. In 2016 he was found liable for strict-liability misdemeanors (no intent requirement) under the Food, Drug, and Cosmetic Act related to Acclarent product promotion; the matter did not result in exclusion from government healthcare programs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Earlens Corporation | President & Chief Executive Officer | Nov 2013–present | Leading commercialization of novel light-based hearing technology |
| Acclarent | President & Chief Executive Officer | Not disclosed | Led balloon sinuplasty innovation; prior leadership role cited |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| PROCEPT BioRobotics | Director | Prior | Listed among companies where he previously served as a director |
| Aerin Medical | Director | Prior | Prior directorship |
| Neotract | Director | Prior | Prior directorship |
| CVI | Director | Prior | Prior directorship |
| Cabachon | Director | Prior | Prior directorship |
| ExploraMed | Director | Prior | Prior directorship |
No current public-company directorships disclosed; all above are prior board roles .
Board Governance
- Independence: The board determined all directors except the CEO (Peter Altman) are independent under Nasdaq rules; Facteau is independent .
- Committees and chairs (2024 activity shown):
- Audit Committee: Member (Chair: Jay Moyes; meetings held: 7; Moyes designated “audit committee financial expert”) .
- Compensation Committee: Not a member (Chair: Andrew Blank; meetings held: 1) .
- Nominating & Corporate Governance Committee: Not a member (Chair: Andrew Blank; meetings held: 0) .
- Board attendance: In FY2024, board met 10 times; each director attended at least 75% of board and applicable committee meetings. None of the non‑employee directors attended the 2024 annual meeting of stockholders (engagement watchpoint) .
- Board structure: Classified board (three classes); Facteau is Class I with term expiring at the 2026 annual meeting .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 47,500 | Includes base retainer and committee fees per policy |
| Stock awards (RSUs/stock) | 0 | No RSUs or stock awards to non-employee directors in 2024 |
| Option awards (grant-date fair value) | 1,966 | ASC 718 grant-date fair value |
| Total | 49,466 |
Non‑employee director compensation schedule adopted for 2025:
- Base annual cash retainer: $40,000
- Chairman of the Board fee: $32,500
- Committee chair fees: Audit $15,000; Compensation $12,000; Nominating & Corporate Governance $9,000
- Committee member fees: Audit $7,500; Compensation $6,000; Nominating & Corporate Governance $5,000
- Annual option grant: 829 options to each incumbent non‑employee director on Oct 11, 2024, vesting Oct 11, 2025
Performance Compensation
| Equity Vehicle | Grant Detail | Vesting | Plan Mechanics / Change-in-Control |
|---|---|---|---|
| Stock Options (annual) | 829 options granted Oct 11, 2024 (incumbent non‑employee directors) | Vest Oct 11, 2025 | Options generally priced at FMV on grant date; max 10‑year term. For non‑employee directors, awards fully vest and restrictions lapse upon change in control (performance awards deemed at 100% of target) |
| Outside director award limits (Restated 2016 Plan) | Cash‑settled awards cap: $300,000 per FY ($500,000 in initial FY); stock‑settled awards cap: 33,333 shares per FY (50,000 in initial FY), adjusted for splits | N/A | Plan includes evergreen share reserve increases and standard adjustment/administration provisions |
No director performance metrics (e.g., TSR, EBITDA) tied to board compensation were disclosed for non‑employee directors in 2024 .
Other Directorships & Interlocks
- Interlocks/related affiliations: None disclosed involving Facteau beyond prior directorships listed; no transactions with Earlens or entities associated with him are disclosed .
- Insider investment: Participated in April 2025 private placement ($25,000 investment; common + warrants) alongside other directors/executives .
Expertise & Qualifications
- Extensive medical device leadership (Earlens; Acclarent) and prior board service across multiple device companies .
- Brings operational and commercialization experience; board cites his “operational expertise and extensive track record of leadership” in qualifying him for service .
- Education: Bachelor’s degree, University of Connecticut .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 29,284 | Less than 1% of outstanding |
| Shares outstanding (reference) | 10,612,734 | Record date Oct 8, 2025 |
| Options outstanding (aggregate) | 3,729 | 3,038 vested & exercisable; 691 vest Oct 18, 2026 |
| RSUs outstanding | 0 (directors as a group) | No RSUs for current directors as of 12/31/2024 |
| Hedging/pledging | Prohibited by company policy for directors | Insider Trading Policy prohibits pledging/hedging and short sales |
Governance Assessment
-
Strengths:
- Independent director with deep med‑device operating background; serves on Audit Committee alongside an audit financial expert (Moyes) — strengthens financial oversight .
- Clear board‑level compensation policy with modest cash retainers and small annual option grants; plan caps outside director awards and provides standard change‑in‑control treatment .
- Insider Trading Policy prohibits hedging and pledging — positive alignment signal .
- Insider capital support: personal participation in 2025 financing rounds — potential alignment with shareholders .
-
Watchpoints / RED FLAGS:
- 2016 strict‑liability misdemeanor findings (misbranding/adulteration) during Acclarent tenure — though no intent finding and no exclusion, some investors may view as historical reputational risk .
- Non‑employee directors did not attend the 2024 annual meeting — board engagement optics .
- Classified board structure persists — can delay changes in control or board refresh cycles .
-
Conflicts/related-party exposure:
- No related‑party transactions disclosed involving Facteau other than pro‑rata participation in financings; larger related‑party items involved other directors (e.g., litigation funding with entity controlled by the Chairman) but not Facteau .
Overall, Facteau adds operating rigor to audit oversight and demonstrates ownership alignment via option grants and financing participation, with two governance optics to monitor: annual‑meeting attendance and the legacy Acclarent misdemeanor context .