Michael Jaff
About Michael R. Jaff
Michael R. Jaff, DO (age 66) is a recognized vascular medicine expert and currently serves as Chief Medical Officer and Vice President of Clinical Affairs, Technology and Innovation for Boston Scientific’s Peripheral Interventions division; he previously was a professor at Harvard Medical School, President of Newton‑Wellesley Hospital, and inaugural Fireman Endowed Chair at Mass General’s Fireman Vascular Center . He joined HeartBeam’s board on July 24, 2023 and has no disclosed family relationships or related‑party transactions; the board identified its non‑employee directors as meeting Nasdaq independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Medical School | Professor of Medicine | Prior role (dates not disclosed) | Academic leadership and research credibility |
| Newton‑Wellesley Hospital | President | Prior role (dates not disclosed) | Hospital administration and operational oversight |
| Massachusetts General Hospital – Fireman Vascular Center | Inaugural Endowed Chair; Medical Director | Prior role (dates not disclosed) | Founded/led vascular program; clinical research leadership |
| VasCore (Vascular Ultrasound Core Lab) | Founder | Prior role (dates not disclosed) | Clinical trial imaging core expertise |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Boston Scientific – Peripheral Interventions | Chief Medical Officer & VP Clinical Affairs, Technology & Innovation | Not disclosed as a board seat | Executive role; extensive medtech experience |
| Society for Vascular Medicine | Past‑President | N/A | Professional leadership |
No other public company directorships for Jaff are disclosed in BEAT’s proxy or 8‑K filings .
Board Governance
- Independence: The board affirmed seven independent directors under Nasdaq rules; the Nominating & Corporate Governance Committee (which includes Jaff) is comprised of independent members, supporting Jaff’s independence status .
- Committees:
- Nominating & Corporate Governance Committee (member; chair is Marga Ortigas‑Wedekind) .
- Commercialization Committee (member; chair is Willem Elfrink) .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024 and 2023; company has no policy requiring annual meeting attendance .
- Executive sessions: Independent directors hold executive sessions at regularly scheduled meetings .
Director Election Results (Investor support signal)
| Metric | 2024 Annual Meeting (June 12, 2024) | 2025 Annual Meeting (July 11, 2025) |
|---|---|---|
| Votes For | 8,517,942 | 6,992,884 |
| Votes Against | 3,868 | 37,023 |
| Abstain | 46,328 | 92,699 |
| Broker Non‑Vote | 6,942,475 | 11,579,760 |
Fixed Compensation
- Director fee schedule (effective Jan 1, 2022): Cash retainers — 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 .
- Non‑employee director annual pay cap: $600,000 (grant‑date fair value); $900,000 for initial service .
Michael Jaff – Director Cash & Equity (Reported Actuals)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $18,651 | $56,071 |
| Stock Awards ($) | $130,000 (RSUs) | $75,000 (RSUs) |
| Total ($) | $148,651 | $131,071 |
Performance Compensation
- Grant structure: Annual RSUs for directors; Jaff’s 2023 RSU vests in equal annual installments over three years on the day following the annual meeting in 2024, 2025, and 2026; annual RSU dollars convert to shares at grant‑date FMV .
- Plan features: Equity plan allows options/RSUs/SARs/performance awards; clawback provisions apply to all awards; non‑employee director cap as noted .
Director Equity Metrics – Michael Jaff
| Metric | 2023–2024 Grant Window | 2024–2025 Grant Window |
|---|---|---|
| RSU Shares Granted (Existing Plan Benefits) | 41,935 RSUs (granted between 7/7/2023 and 4/15/2024) | 33,185 RSUs (granted between 6/12/2024 and 5/12/2025) |
| Vesting Schedule | 3 equal annual installments (post‑annual meeting 2024/2025/2026) | Annual RSU; full‑value shares; service‑based vesting per plan |
| Performance Conditions | None disclosed for director RSUs (time‑based) | |
| Clawback Applicability | Yes (company clawback policy) |
Other Directorships & Interlocks
| Category | Disclosed Items |
|---|---|
| Current public company boards | None disclosed for Jaff |
| External executive roles | Boston Scientific Peripheral Interventions – CMO & VP |
| Potential interlocks/conflicts | Company discloses no related‑party transactions; board independence affirmed; N&G committee is independent |
Expertise & Qualifications
- Clinical/technical expertise: 300+ peer‑reviewed publications, 10 textbooks; vascular medicine authority; founder of VasCore imaging core lab .
- Industry experience: Senior medtech executive at Boston Scientific; FDA‑facing clinical trial design and commercialization perspectives .
- Education: B.S. Dickinson College; D.O. Kirksville College of Osteopathic Medicine; business degree from Harvard Business School; honorary Doctorate of Arts from Harvard Medical School .
Equity Ownership
| Metric | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Beneficially Owned Shares | 0 (no securities held) | 13,978 (vested RSUs in 2024) |
| Unvested RSUs | 41,935 | 61,142 |
| Ownership % of Shares Outstanding | Less than 1% | Less than 1%; 26,960,901 shares outstanding basis |
Hedging, short sales, options trading, margin accounts, and pledging of company stock are prohibited absent unanimous compliance committee approval, reducing misalignment/pledging risk .
Governance Assessment
- Board effectiveness: Jaff brings deep clinical trial and regulatory expertise aligned with BEAT’s commercialization and FDA objectives; his roles on N&G and Commercialization committees support board oversight of governance and go‑to‑market strategy .
- Independence and attendance: Committee composition and independence assertions indicate Jaff is an independent, engaged director; attendance thresholds were met in 2023 and 2024 .
- Ownership alignment: Accruing time‑based RSUs and beneficial ownership increase (13,978 shares) suggest growing alignment; strict anti‑hedging/pledging policy mitigates misalignment risks .
- Investor confidence signals: Strong election support with minimal opposition in 2024 and 2025 highlights shareholder acceptance of his role and expertise .
- Compensation structure: Director cash fees within schedule; equity awards are modest and time‑based; non‑employee director cap limits pay inflation risk .
RED FLAGS
- None disclosed: No related‑party transactions tied to Jaff; no pledging; no late Section 16 filings identified for Jaff; independent committee membership affirms governance quality .
Notes
- 2025 meeting votes (quorum, director and plan votes) in Item 5.07 confirm governance outcomes and investor support metrics .
- Director compensation tables and plan provisions sourced from the 2024 and 2025 definitive proxy statements .