Willem Elfrink
About Willem Elfrink
Willem Elfrink (age 72) is an independent, non‑employee director of HeartBeam, Inc. (NASDAQ: BEAT). He served as Chairman since the company’s founding and stepped down from the chair role in June 2021, remaining on the Board thereafter. Elfrink brings 40+ years of technology commercialization experience; he is Founder and President of WPE Ventures Digitized Solutions and previously served as Cisco’s EVP of Industry Solutions and Chief Globalization Officer. He holds a Bachelor of Engineering from the Institute of Technology in Rotterdam, Netherlands .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HeartBeam, Inc. | Chairman of the Board; Director | Chairman until June 2021; Director thereafter | Governance leadership from founding; continues board service |
| Cisco Systems | EVP, Industry Solutions; Chief Globalization Officer | 2000–2006; 2007–2015 | Led strategic/global initiatives; launched IoT World Forum |
| Olivetti; Xerox; HP; DEC; Philips | Senior management positions | Not disclosed | Global technology operations experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| WPE Ventures Digitized Solutions | Founder & President | Private | Security/digitization solutions investment firm |
Board Governance
- Independence: Board determined seven directors meet Nasdaq independence; Compensation Committee members (including Elfrink) meet independence criteria .
- Attendance: In 2024 the Board held six meetings; in 2023 it held four meetings. Each director attended at least 75% of Board and applicable committee meetings in both years .
- Executive sessions: Independent directors hold executive sessions per Nasdaq Rule 5605(b)(2) .
- Anti‑hedging/pledging policy: Company prohibits hedging, short sales, options trading, margin accounts, or pledging company securities .
- Related‑party transactions: None above materiality thresholds since the beginning of FY2025 and FY2024 .
Committee Assignments and Roles (current and recent)
| Committee | 2023 | 2024 | 2025 |
|---|---|---|---|
| Audit | Member (de Urioste chair; members: de Urioste, Ortigas‑Wedekind, Elfrink) | Not a member (de Urioste chair; members: de Urioste, Ortigas‑Wedekind, Ferrari) | Not a member (de Urioste chair; members: de Urioste, Ortigas‑Wedekind, Ferrari) |
| Compensation | Member (Ferrari chair; Ferrari, Elfrink, de Urioste) | Member (Ferrari chair; Ferrari, Elfrink, Strome, de Urioste) | Member (Ferrari chair; Ferrari, Elfrink, Strome, de Urioste) |
| Nominating & Governance | Member (Ortigas‑Wedekind chair; Ortigas‑Wedekind, Elfrink) | Member (Ortigas‑Wedekind chair; Ortigas‑Wedekind, Elfrink) | Member (Ortigas‑Wedekind chair; Ortigas‑Wedekind, Elfrink, Jaff) |
| Commercialization | N/A | Chair (Elfrink; members: Elfrink, Jaff, Strome, Nelson) | Chair (Elfrink; members: Elfrink, Jaff, Strome, Nelson) |
Director Election Support (shareholder vote signal)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Votes For | 14,034,713 | 7,700,810 | 6,867,987 |
| Votes Against | 160,535 | 821,010 | 162,120 |
| Abstain | 63,630 | 46,318 | 92,499 |
Fixed Compensation
- Outside Director Compensation Plan (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 (cash) .
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Fees (Elfrink) | $60,000 | $65,639 | $75,000 |
| Stock Awards (Elfrink) | $75,000 | $75,000 | $75,000 |
| Total (Elfrink) | $135,000 | $140,639 | $150,000 |
Interpretation: Cash increased with added committee responsibilities (Comp member; N&G member; Commercialization chair), while equity remained a constant $75k RSU grant—aligns pay with service scope and maintains equity linkage .
Performance Compensation
- For non‑employee directors, RSUs vest time‑based (generally in full at the next annual meeting); performance metrics are not used for director RSUs .
- Change‑in‑control: non‑employee director awards fully vest upon a change in control unless otherwise specified (single‑trigger acceleration) .
- Clawback: all awards subject to clawback under applicable policy and listing standards .
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Director RSUs Granted to Elfrink (shares) | 55,147 | 23,961 | 33,185 |
| Vesting Schedule | One‑year, full vest at next annual meeting | One‑year, full vest at next annual meeting | One‑year, full vest at next annual meeting |
| Performance Conditions | None disclosed for directors (time‑based only) | None | None |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None disclosed (public company boards) | — | No public company boards disclosed for Elfrink in BEAT proxies . |
| Compensation Committee composition | Member alongside Ferrari (Exec Chair), de Urioste, Strome (large shareholder) | Strome held 9.41% in 2025; participation on Comp Committee may concentrate influence—Board affirms independence criteria for members . |
Expertise & Qualifications
- Technology commercialization and globalization leadership; launched IoT World Forum at Cisco .
- Multi‑industry senior management experience (Olivetti, Xerox, HP, DEC, Philips) .
- Founder/investor (WPE Ventures) in security/digitization solutions .
- Engineering degree (Institute of Technology, Rotterdam) .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 395,239 | 460,385 | 493,433 |
| Ownership % of Outstanding | 1.52% | 1.75% | 1.46% |
| Options Exercisable ≤60 days | 22,725 | 32,724 | 1,914 |
| Vested Options | — | — | 39,897 |
| Unvested Options | 19,093 (excluded) | 10,912 (excluded) | 4,103 (excluded) |
| RSUs Vested (examples) | 55,147 (2023 vest) | 23,961 (2024 vest) | 23,961 (2024 vest noted), 33,185 unvested |
| Unvested RSUs | 55,147 (excluded) | 23,961 (excluded) | 33,185 (excluded) |
| Warrants (BEATW) | 60,000 exercisable | 60,000 exercisable | 60,000 exercisable |
| Other | 3,640 shares from warrant exercises | 3,640 shares from warrant exercises | 3,640 shares from warrant exercises |
Ownership alignment: Elfrink maintains a meaningful stake with time‑based RSUs and vested/unvested options; no pledging permitted under policy. No related‑party transactions disclosed with his entities .
Insider Trades & Section 16 Compliance
| Year | Note |
|---|---|
| 2023 | One late Form 4 filing disclosed for Elfrink (distribution of equity from his venture partnership to non‑affiliated partners) . |
| 2024 | Company states all Section 16 filings timely except one late Form 4 for de Urioste; no late Elfrink filings indicated . |
| 2025 (covering 2024 year) | Company again notes de Urioste had one late Form 4; no late Elfrink filings indicated . |
Governance Assessment
- Strengths:
- Independence affirmed; consistent >75% meeting attendance; participation in executive sessions .
- Compensation mix ties director pay to service scope with constant equity component; RSUs vest annually, promoting alignment .
- Clear anti‑hedging/pledging policy; no related‑party transactions disclosed .
- Watch items:
- Change‑in‑control single‑trigger acceleration for director awards (may be viewed as shareholder‑unfriendly) .
- Large shareholder (Strome, 9.41%) sits on Compensation Committee with Elfrink—potential influence risk despite independence designations .
- 2023 late Form 4 for Elfrink is a minor compliance blemish; subsequent years show improved timeliness .
- Shareholder signals:
- Director election support remained strong across years; 2025 “for” votes ~6.9M vs ~162k “against” .
- Equity plan increases passed but imply dilution (2024 and 2025 amendments)—continued emphasis on equity compensation at BEAT .
Overall: Elfrink appears engaged and independent with material ownership and leadership across committees, notably chairing Commercialization. Governance policies (anti‑hedging/pledging and clawback) are positives. Monitor compensation oversight dynamics given committee composition, and the single‑trigger acceleration provisions for director equity.