George de Urioste
About George A. de Urioste
George A. de Urioste, age 69, is an independent director of HeartBeam, Inc. (NASDAQ: BEAT) with more than 40 years of senior leadership experience across software and semiconductors, including CFO, COO and CEO roles. He holds a B.S. from the University of Southern California, an MBA from UC Berkeley, and is a Certified Public Accountant (inactive) in California . He serves on HeartBeam’s Audit Committee as Chair and is a member of the Compensation Committee; the Board has determined seven directors are independent under Nasdaq rules and holds executive sessions at regularly scheduled meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Remedy Corporation (software) | Chief Financial Officer; led IPO | 1992–1998 | Led finance through public listing |
| Aeroprise, Inc. (software) | Chief Executive Officer; Chairman of the Board | 2000–2003 (CEO); 2000–2005 (Chair) | Leadership and board governance |
| Chordiant Software, Inc. (software) | Chief Operating Officer and Chief Financial Officer | 2004–2006 | Operational and financial leadership |
| Marvell Technology, Inc. (semiconductors) | Interim COO and CFO | 2008 | Transition leadership in semiconductors |
| Pluribus Networks, Inc. (software) | Chief Financial Officer | 2014–2018 | Scaling finance at networking software firm |
| 4iQ, Inc. (software) | Chief Financial Officer | 2019–2020 | Cyber intelligence finance leadership |
| Mozilla, Inc. (software) | Interim Chief Financial Officer | Not disclosed | Interim financial stewardship |
| Rainmaker Systems, Inc. | Director; Audit Chair | 2003–2005 | Audit oversight |
| Saba Software, Inc. | Director; Audit Chair | 2008–2010 | Audit oversight |
| GCT, Inc. (semiconductors) | Director; Audit Chair | 2009–2011 | Audit oversight |
| Villa Montalvo (performing arts) | Director; Audit Chair | 2011–2013 | Audit oversight |
| Bridgelux, Inc. (LED) | Director; Audit Chair | 2011–2016 | Audit oversight |
| Vendavo, Inc. (software) | Director; Audit Chair | 2013–2014 | Audit oversight |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Blaize, Inc. (NASDAQ: BZAI) | Director | Audit Committee Chair; Compensation Committee member |
| Roambee Corporation | Director | Supply-chain intelligence software board role |
| Silicon Valley Directors Exchange (SVDX) | Director | Not-for-profit board education events |
| Latino Corporate Directors Association | Member | Professional affiliation |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 and 2023 .
- Independence: Seven directors affirmed independent under Nasdaq; independent directors hold executive sessions per Nasdaq Rule 5605(b)(2) .
- Hedging/pledging: Directors prohibited from hedging, short sales, options trading in company securities, margin accounts, or pledging company stock .
| Committee | Role | Year |
|---|---|---|
| Audit | Chair | 2024–2025 |
| Compensation | Member | 2024–2025 |
Fixed Compensation
| Year | Cash Fees (USD) | Equity Grants (RSU Fair Value, USD) | Total (USD) |
|---|---|---|---|
| 2023 | $77,500 | $75,000 | $152,500 |
| 2024 | $75,000 | $75,000 | $150,000 |
Director fee structure effective Jan 1, 2022: Board member $40,000; Audit Chair $25,000; other committee membership $10,000, consistent with de Urioste’s $75,000 cash total .
Performance Compensation
| Item | 2023–2024 | 2024–2025 |
|---|---|---|
| Annual RSU grant (shares) | 23,961 | 33,185 |
| Vesting condition | Time-based; annual RSUs vest in full at the following annual shareholders’ meeting | Time-based; annual RSUs vest in full at the following annual shareholders’ meeting |
| Performance metrics tied to director equity | None disclosed (time-based vesting only) | None disclosed (time-based vesting only) |
Other Directorships & Interlocks
| Company | Sector Overlap with BEAT | Potential Conflict Notes |
|---|---|---|
| Blaize (BZAI) | Semiconductors/AI (edge inference) | No disclosed related-party transactions with HeartBeam; audit leadership suggests governance strength |
| Roambee | Supply-chain software | No disclosed related-party transactions with HeartBeam |
| SVDX | Governance education | Non-commercial; no conflicts |
HeartBeam disclosed no related-party transactions >$120,000 since 2025 (and 2024), covering directors and officers .
Expertise & Qualifications
- Financial expertise: CPA (inactive), extensive audit chair experience across multiple companies, and prior CFO roles .
- Industry breadth: Software, semiconductors, LED/IoT; governance and commercialization relevance to medtech scaling .
- Education: B.S. (USC), MBA (UC Berkeley) .
- Professional affiliations: Latino Corporate Directors Association .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown (key items) |
|---|---|---|---|
| George A. de Urioste | 72,070 | <1% | Includes 12,168 RSUs vested in 2023, 23,961 RSUs vested in 2024; 1,818 options exercisable within 60 days; 41,817 vested options; excludes 1,819 unvested options and 33,185 unvested RSUs; sold 7,694 shares in 2024 |
Governance Assessment
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Strengths
- Audit Committee leadership and deep financial oversight credentials (CPA, multiple audit chair roles), aligning with robust risk oversight responsibilities .
- Independent status with consistent meeting attendance ≥75% in 2024 and 2023; executive sessions held per Nasdaq governance standards .
- Director compensation balanced between cash and equity (stable $75k cash/$75k RSU), supporting alignment without excessive cash retainers; RSU vesting time-based and transparent .
-
Potential issues / RED FLAGS
- One late Section 16 Form 4 filing for initial securities disclosure reported (administrative weakness rather than economic risk) .
- No explicit disclosure of director stock ownership guidelines or compliance status; investor alignment relies on annual RSUs rather than disclosed ownership policy targets .
- Equity plan “evergreen” feature and dilution capacity elevated at company level (not director-specific), requiring ongoing scrutiny of grant sizing and dilution; non-employee director annual cap of $600k mitigates risk at individual level .
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Conflicts and related-party exposure
- HeartBeam reports no related-party transactions involving de Urioste; insider trading policy prohibits hedging/pledging/margin, reducing misalignment or collateral risk .
Overall, de Urioste presents as a financially sophisticated, independent director with strong audit leadership and consistent engagement. Minor administrative lapse (late Form 4) is noted, but compensation mix and committee roles support investor confidence in financial oversight quality .