Simon Stertzer
BioCardiaAbout Simon H. Stertzer, M.D.
Independent director of BioCardia since 2002; age 89 (Class III director). Professor of Medicine, Emeritus, Stanford University School of Medicine (Division of Cardiovascular Medicine); interventional cardiology pioneer and founder/board member of Arterial Vascular Engineering (IPO in 1996, later acquired by Medtronic). Education: M.D. (NYU); Certificat de Physiologie (Sorbonne); cardiovascular fellowship at NYU Hospital; B.A. in Humanities (Union College). Re-nominated to serve through the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arterial Vascular Engineering | Founder and Board Member | 1990s; IPO 1996 (later acquired by Medtronic) | Commercialized angioplasty balloon and stent technologies |
| Stanford University School of Medicine | Professor of Medicine; Emeritus | Professor appointed 1998; Emeritus 2011 | Academic leadership in interventional cardiology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avenda Health (private) | Medical Advisory Board Member | Appointed June 2019 | Prostate cancer therapy company |
| Windrock Enterprises, LLC | Managing Member | Since May 1999 | Real estate investment company |
| Frontiere Algorithmic Design LLC | Director | Jun 2014 – Oct 2020 | Software development |
| AIVA App LLC | Director | Jun 2014 – Oct 2020 | Software development |
| AVIA App LLC | Director | Since 2015 | Software/app venture |
Board Governance
- Board structure: 7 members in three staggered classes; Stertzer is Class III; slate up for election at the 2025 annual meeting to serve to 2028 if elected.
- Independence: Board determined all directors except CEO Peter Altman are independent under Nasdaq and Rule 10A‑3; Stertzer is independent.
- Committee memberships: Current Audit (Moyes chair; members Krasno through 2025, Facteau; Slosman to join post-election), Compensation (Blank chair; members Moyes, Krasno), Nominating & Corporate Governance (Blank chair; Jim Allen). Stertzer is not listed on any committee. Audit committee held 7 meetings; Compensation 1 meeting in 2024.
- Attendance: Board held 10 meetings in 2024; each director attended at least 75% of board and committee meetings for which they served. Non‑employee directors did not attend the 2024 annual meeting.
Board & Committee Activity (2024)
| Body | Meetings Held |
|---|---|
| Board of Directors | 10 |
| Audit Committee | 7 |
| Compensation Committee | 1 |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee directors) | $40,000 |
| Chair retainers | Chairman: $32,500; Audit Chair: $15,000; Compensation Chair: $12,000; Nominating & Corporate Governance Chair: $9,000 |
| Committee member fees | Audit: $7,500; Compensation: $6,000; Nominating & Corporate Governance: $5,000 |
2024 Director Compensation (Stertzer)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 40,000 | 0 | 1,966 | 41,966 |
Performance Compensation
| Grant Type | Grant Date | Number of Options | Vesting | Fair Value ($) |
|---|---|---|---|---|
| Annual non‑employee director grant | Oct 11, 2024 | 829 | Vests Oct 11, 2025 | 1,966 (ASC 718) |
| Outstanding options (as of Dec 31, 2024) | — | 3,573 | Fully vested & exercisable | — |
No director performance metrics (e.g., revenue/EBITDA/TSR) tied to director compensation are disclosed. Equity is delivered via stock options per the 2016 Plan.
The 2016 Equity Incentive Plan allows up to 500,000 shares per non‑employee director annually (750,000 in first year), but actual awards have been far lower (e.g., 829 options in 2024).
Other Directorships & Interlocks
| Company | Market | Role | Committee Roles |
|---|---|---|---|
| None disclosed (current public boards) | — | — | — |
Stertzer’s external board/advisory roles are primarily private companies; no current public company directorships disclosed.
Expertise & Qualifications
- Interventional cardiology pioneer; long‑tenured academic credentials at Stanford (Emeritus since 2011).
- Founder/operator experience in device commercialization (Arterial Vascular Engineering), relevant to BioCardia’s cardiovascular focus.
- Education: M.D. (NYU), Certificat de Physiologie (Sorbonne), cardiovascular fellowship (NYU Hospital), B.A. (Union College).
Equity Ownership
| Holder/Capacity | Shares | % Outstanding | Notes |
|---|---|---|---|
| Entities affiliated with Stertzer Family Trust | 717,848 | 6.8% | Includes: 59,204 (Family Trust), 591,054 (Windrock), 777 (Stertzer Gamma Trust), 6,102 (Stertzer Holdings LLC), 17,761 (Stertzer), 39,377 (joint with spouse), 3,573 options (vested/exercisable within 60 days of Oct 15, 2025), 575,675 warrants (blocker at 4.99% when aggregated) |
Blocker provision limits warrant exercise if resulting beneficial ownership would exceed 4.99% when aggregated with affiliates—reduces dilutive/control concerns from warrant exercises.
Insider Transactions (Capital Raises – 2025)
| Date | Instrument | Shares | Warrant Terms | Gross Investment by Stertzer |
|---|---|---|---|---|
| Apr 23, 2025 | Common + Warrants | 406,818 sold | $1.905 strike; exercisable until earlier of Apr 24, 2030 or PMDA approval of CardiAMP; investor set included Stertzer | $200,000 |
| Jun 30, 2025 | Common + Warrants | 274,696 sold | $1.95 strike; exercisable until earlier of Jun 30, 2030 or PMDA approval of CardiAMP; investor set included Stertzer | $150,000 |
| Sep 20, 2025 | Common + Warrants | 4,800,000 sold | $1.25 strike; immediately exercisable; expire Sep 20, 2027; Stertzer participated | $498,000 |
Insider participation in financings aligns interests and provides capital support; however, repeated insider financings can raise questions on governance/related‑party processes. Company discloses related‑party policies and transactions in its proxy.
Say‑On‑Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2021 | 5,649,192 | 91,505 | 15,556 | 3,599,999 |
| 2022 | 3,351,587 | 292,983 | 29,759 | 6,111,272 |
| 2023 | 4,375,841 | 2,264,503 | 17,979 | 7,127,248 |
Governance Assessment
- Alignment signals: Significant beneficial ownership (6.8%) through family trusts/entities suggests strong skin‑in‑the‑game; participation in 2025 capital raises adds support and alignment with shareholders.
- Independence and tenure: Board deems Stertzer independent; deep domain expertise in cardiovascular medicine and device commercialization; long tenure (since 2002) provides continuity but also warrants refresh considerations for diversity of perspectives.
- Committee engagement: Not currently on Audit, Compensation, or Nominating committees—limits direct influence on key oversight areas; may reduce potential conflict exposure but also reduces formal governance engagement.
- Attendance: Met ≥75% meeting attendance threshold in 2024, but non‑employee directors did not attend the 2024 annual meeting, a minor investor‑relations negative.
- RED FLAGS / watch items:
- Related‑party exposure via significant ownership and repeated insider financings—ensure robust Audit/Nominating oversight and adherence to related‑party policies (company discloses such policies).
- Staggered board may entrench governance; Class III structure can delay control changes (structural consideration, not specific to Stertzer).
- Advanced age (89) raises succession/continuity planning considerations despite substantial expertise.
Overall: Stertzer offers high clinical/device expertise and aligned ownership; lack of committee roles curtails formal oversight participation. Insider financing participation should be monitored for process rigor (independent committee review, market terms, disclosure).