Kenneth Nelson
About Kenneth Nelson
Kenneth Nelson is a non-employee director of HeartBeam (NASDAQ: BEAT), appointed effective June 5, 2023. He brings ~20 years of digital health, medical device, and remote patient monitoring leadership, including senior commercial roles at BioTelemetry (VP Sales), iRhythm (VP Sales & Marketing), Bardy Diagnostics (Chief Commercial Officer), and most recently Biotronik (Head of Digital Health, Diagnostics, & Monitoring). He holds a B.A. in Economics from Vanderbilt University and is a graduate of Phillips Exeter Academy. Age disclosed as 48 in the 2024 proxy and 49 in the 2025 proxy, and he has been nominated for election for the 2025–2026 board term .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioTelemetry | VP of Sales | Not disclosed | Senior commercial leadership in cardiac digital health |
| iRhythm | VP of Sales & Marketing | Not disclosed | Led commercial scaling in remote cardiac monitoring |
| Bardy Diagnostics | Chief Commercial Officer | Not disclosed | Commercial leadership for disruptive cardiac RPM tech |
| Biotronik | Head of Digital Health, Diagnostics, & Monitoring | Most recent prior role | Oversaw digital health and monitoring portfolio |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Medtech Advantage Fund | Partner | Not disclosed | Fund partnered with Medtech Innovator accelerator |
| CardiaCare | Chairman of the Board | Not disclosed | Chair role in cardiac digital health startup |
| Various cardiac/medtech startups | Board member | Not disclosed | “Active board member” across disruptive startups |
Board Governance
- Board status and nomination: Appointed to the Board effective June 5, 2023; nominated for re‑election at the 2024 and 2025 annual meetings .
- Committee assignments: Member of the Commercialization Committee; the 2024 and 2025 proxies list the committee as Elfrink (chair), Jaff, Strome, and Nelson .
- Independence: Nelson is a non‑employee director and, at appointment, there were no related-party transactions reportable under Item 404(a) (supporting independence); the Board also determined members of the Nominating & Corporate Governance Committee to be independent (Nelson is not listed on that committee) .
- Attendance/engagement: Specific attendance rates were not disclosed in the proxies reviewed.
Fixed Compensation
- Cash retainer structure (effective Jan 1, 2022): Board Chair $120,000; Board Member $40,000; Audit Chair $25,000; Audit Member $10,000; Other Committee Chair $15,000; Other Committee Member $10,000 .
- Annual director cash/equity (Nelson):
- FY2023: Cash $27,595; Stock awards $75,000; Total $102,595; RSUs granted at the annual meeting, vest in full at the following annual meeting .
- FY2024: Cash $52,775; Stock awards $75,000; Total $127,775; RSUs granted at the annual meeting, vest in full at the following annual meeting .
- Consulting arrangement: Additional $60,000 per year plus 70,000 stock options pursuant to an April 10, 2024 consulting agreement (separate from standard director compensation) .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 27,595 | 52,775 |
| Stock Awards ($) | 75,000 | 75,000 |
| Option Awards ($) | — | — |
| Total ($) | 102,595 | 127,775 |
Performance Compensation
- Director equity program: Annual RSU grants for non‑employee directors occur at each Annual Stockholder Meeting and vest in full at the following annual meeting (time‑based vesting, no performance metrics disclosed for directors) .
- Existing Plan Benefits share counts (RSUs under 2022 Equity Plan):
- Grants between July 7, 2023 and April 15, 2024: Kenneth Nelson 23,961 shares .
- Grants between June 12, 2024 and May 12, 2025: Kenneth Nelson 33,185 shares .
- Consulting options: 70,000 stock options tied to his April 10, 2024 consulting agreement; strike price, vesting schedule, and expiration terms not disclosed in the proxy excerpts reviewed .
| Equity Item | Details | Vesting / Performance Conditions |
|---|---|---|
| Annual Director RSUs ($ value) | $75,000 per year | Vest in full at next annual meeting; no performance metrics disclosed |
| RSU Share Grants (2023–2024 window) | 23,961 shares | Under 2022 Equity Plan; time‑based vesting |
| RSU Share Grants (2024–2025 window) | 33,185 shares | Under 2022 Equity Plan; time‑based vesting |
| Consulting Stock Options | 70,000 options | Terms (strike/vesting/expiration) not disclosed |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| CardiaCare | Chairman | External leadership position; no transactions with BEAT disclosed |
| Medtech Advantage Fund | Partner | Fund role could present perceived conflicts if investing in BEAT counterparties; no related transactions disclosed |
Expertise & Qualifications
- Deep commercial expertise across cardiac digital health, wearables, and remote patient monitoring, including leadership at three of the top four market share players in cardiac RPM (BioTelemetry, iRhythm, Bardy) .
- Prior portfolio leadership at Biotronik in digital health, diagnostics, and monitoring; broad network via Medtech Advantage Fund and startup board roles .
- Education: B.A. in Economics (Vanderbilt); Phillips Exeter Academy .
Equity Ownership
- Beneficial ownership increased from 70,001 shares as of March 31, 2024 to 119,239 shares as of March 31, 2025; both represent less than 1% of outstanding shares .
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| March 31, 2024 | 70,001 | <1% |
| March 31, 2025 | 119,239 | <1% |
Governance Assessment
- Board effectiveness: Nelson’s domain expertise in commercialization and cardiac RPM aligns with BEAT’s go‑to‑market needs; his role on the Commercialization Committee indicates targeted engagement where his skills are most relevant .
- Independence and conflicts: Nelson is a non‑employee director with no Item 404(a) related‑party transactions at appointment, supporting independence; however, the April 10, 2024 consulting agreement introduces additional compensation and equity outside standard director pay, which can be viewed as a potential conflict and may affect perceived independence if not robustly overseen by independent committees .
- Compensation mix and alignment: Director pay skews toward equity with $75,000 annual RSUs vesting at the subsequent annual meeting, reinforcing alignment; cash rose from $27,595 (2023 partial year accruals) to $52,775 in 2024, consistent with full‑year retainer and committee work .
- Ownership alignment: Beneficial ownership rose year‑over‑year; percentage remains below 1%, but annual RSU grants and additional consulting options increase exposure to BEAT’s equity outcomes .
RED FLAGS
- Consulting arrangement for a sitting director: $60,000 per year plus 70,000 options creates a dual role (director and consultant) that may complicate independence perceptions; terms (strike, vesting, expiration) not disclosed, reducing transparency .
- Fund affiliation: Partner role in Medtech Advantage Fund could present perceived conflicts if investments overlap with BEAT’s ecosystem; no related transactions are disclosed, but monitoring is warranted .
Notes
- Director attendance and say‑on‑pay details were not disclosed in the reviewed excerpts.
- Pledging/hedging policies, stock ownership guidelines, and compliance status for directors were not identified in the reviewed excerpts.
- Committee composition evolved year‑over‑year (e.g., expansion of Nominating & Corporate Governance Committee membership in 2025), but Nelson’s role remained within Commercialization .