Richard Ferrari
About Richard Ferrari
Richard Ferrari, age 71, is Executive Chairman of HeartBeam’s Board; he joined the Board in 2019 and was appointed Executive Chairman in June 2021 . He has 40+ years in medical devices as a CEO and entrepreneur, co-founded De Novo Ventures (Managing Director since 2000) with $650M under management, and has founded six companies including CTS (described as the fastest medical device start-up to IPO in the past 22 years) . He was Chairman and CEO of PQ Bypass (2018–2021), which was subsequently acquired by Endologix . Ferrari holds a B.A. from Ashland University and an MBA from the University of South Florida . The Board’s leadership is separated: Robert Eno is CEO and Ferrari is Chairman, which the Board states enhances governance and oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| De Novo Ventures | Co-founder, Managing Director | 2000–present | Venture investor with $650M AUM; founding and scaling medtech enterprises |
| PQ Bypass | Chairman & CEO | 2018–2021 | Led company through acquisition by Endologix; vascular intervention focus |
| HeartBeam | Executive Chairman | 2021–present | Board leadership, compensation oversight; commercialization support |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pulmonx (public) | Director; Chair, Compensation Committee | Not disclosed | Oversees pay practices at a commercial-stage pulmonary device company |
| Tenon Medical | Executive Chairman | Not disclosed | Board leadership at spine-focused medtech company |
| ABS Interventional | Vice-Chairman | Not disclosed | Governance and strategic support in interventional therapies |
Board Governance
- Board service: Director since 2019; Executive Chairman since June 2021 .
- Committee memberships and roles:
- Compensation Committee: Chair (members: Ferrari, Elfrink, Strome, de Urioste) .
- Audit Committee: Member (Chair: de Urioste; members: de Urioste, Ortigas-Wedekind, Ferrari) .
- Nominating & Governance: Not a member .
- Commercialization: Not a member .
- Independence: Board determined seven directors are independent under NASDAQ 5605(a)(2); Compensation Committee members (including Ferrari) meet independence criteria .
- Board leadership: CEO and Chairman roles are separated (CEO: Robert Eno; Chairman: Ferrari) .
- Meeting attendance: All directors met at least 75% attendance in 2024; board held six meetings and 18 written consents .
- Executive sessions: Independent directors conduct executive sessions at regularly scheduled meetings .
- Dual-role implications: Ferrari is Executive Chairman and Compensation Chair; Board asserts independence and role separation from the CEO, mitigating concentration of authority, but his chairmanship of pay decisions is a governance point investors monitor .
Director Compensation (Ferrari)
| Year | Cash Fees ($) | Equity (RSUs) Grant Value ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 145,000 | 100,000 | 245,000 | RSUs granted at annual meeting; convert to shares based on FMV; vest in full at next annual meeting |
Standard director fee schedule (approved June 15, 2022):
- Board Chair: $120,000 cash; Audit Chair: $25,000; Other Committee Chair: $15,000; Member: $40,000; Audit Member: $10,000; Other Committee Member: $10,000 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Board Chair retainer (cash) | 120,000 | Annual cash retainer for chair role |
| Committee chair/member fees (cash) | 25,000 (Audit Chair) / 15,000 (Other Chair) / 10,000 (member) | Ferrari is Compensation Chair and Audit Committee member |
| Annual director RSUs (value) | 100,000 | Granted at annual meeting; vest fully at next annual meeting; converts to shares at FMV on grant |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Director RSU annual grant | N/A | Time-based (service through next annual meeting) | Not performance-linked | RSU grant value $100,000 in 2024 | Vests in full at following annual meeting (e.g., July 11, 2025) |
Note: Ferrari’s director equity is time-based; performance-linked awards (e.g., FDA clearance milestones) are used for NEO options, not directors .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 409,632 | As of March 31, 2025 |
| Ownership % of outstanding | 1.21% | Based on 26,960,901 shares outstanding |
| Vested options | 201,514 | Beneficial ownership footnote indicates vested options |
| Options exercisable within 60 days (incl. in beneficial) | 7,576 | Included in beneficial count per Rule 13d-3 |
| Unvested options | 7,576 | Excluded from beneficial count |
| Unvested RSUs | 44,247 | RSUs granted between Jun 12, 2024–May 12, 2025; vest at next annual meeting |
| Recent insider purchase | 29,412 shares (S-3 offering on Feb 14, 2025) | Signals incremental alignment via primary participation |
| Hedging/pledging | Prohibited (hedging, short sales, options, margin, pledging) | Applies to directors and officers per insider trading policy |
Employment Terms
- Employment agreement: Not disclosed for Ferrari; employment agreements exist for CEO, President, CFO, Chief System Deployment Officer only .
- Change-in-control: Under the 2022 Equity Plan, non-employee directors fully vest in options/RSUs and performance awards at 100% of target upon a change in control unless continued by successor; if awards not continued, vested options/stock appreciation rights are exercisable for a set period, then terminate .
- Clawback: All awards subject to company clawback policy required by applicable law/listing standards; administrator may add recovery provisions .
Related Party Transactions and Risks
- Related-party transactions: None above SEC threshold since the beginning of FY2025 .
- Legal/regulatory issues: No Section 16 delinquency noted for Ferrari; one late Form 4 was noted for de Urioste (not Ferrari) .
- Say-on-pay: Not disclosed in 2025 proxy materials reviewed (focus on director and NEO disclosures) .
- Governance policies: Independent director sessions, code of ethics available; Board oversight of risk by full Board and committees .
Committee Composition (Board-wide context)
| Committee | Members | Chair |
|---|---|---|
| Audit | de Urioste; Ortigas-Wedekind; Ferrari | de Urioste |
| Compensation | Ferrari; Elfrink; Strome; de Urioste | Ferrari |
| Nominating & Governance | Ortigas-Wedekind; Elfrink; Jaff | Ortigas-Wedekind |
| Commercialization | Elfrink; Jaff; Strome; Nelson | Elfrink |
Compensation Structure Analysis
- Mix: Director compensation emphasizes equity RSUs plus cash retainers; RSUs are time-based (no performance linkage), aligning with preservation of cash and governance norms for outside directors .
- Year-over-year: 2024 director compensation for Ferrari totaled $245,000; prior-year detail not provided in the 2025 proxy excerpts reviewed .
- Ownership/retention: Ferrari holds 1.21% beneficially with additional unvested RSUs and options; insider purchase in February 2025 indicates increased skin-in-the-game .
- Plan design: Equity plan includes evergreen share reserve, acceleration on change-of-control, and clawback provisions; maximum non-employee director pay cap ($600k annual; $900k initial year) .
Investment Implications
- Alignment: Ferrari’s meaningful ownership (409,632 shares, 1.21%), recent primary participation (+29,412 shares), and prohibition on hedging/pledging support alignment with shareholders and reduce near-term selling risk from hedged positions .
- Supply dynamics: Time-based RSUs for directors vest in full at the next annual meeting, creating identifiable vest dates (e.g., July 11, 2025) and modest potential selling pressure from 44,247 RSUs attributable to Ferrari, which is de minimis vs. the float .
- Governance: Dual role as Executive Chairman and Compensation Chair concentrates oversight of pay; the Board asserts independence and maintains CEO/Chair separation, but investors should monitor pay outcomes and peer benchmarking given Ferrari’s influence on compensation policy .
- Change-in-control: Full acceleration of non-employee director awards at change-in-control can marginally increase dilution in sale scenarios; clawback protections are in place under the plan .
Overall, Ferrari’s compensation is modest and largely time-based equity, while his ownership, recent purchase, and governance roles suggest alignment and influence over compensation design; watch for changes to equity plan usage, RSU grant sizing, and director award policies as BEAT advances commercialization.