Elazer Edelman

About Elazer Edelman

Elazer Edelman, M.D., Ph.D., age 68, has served on Butterfly Network’s board since March 2021 and is Chair of the Technology Committee. He is the Edward J. Poitras Professor in Medical Engineering and Science at MIT (since 1993), a Professor of Medicine at Harvard Medical School (since 1989), and Senior Attending Physician in the coronary care unit at Brigham and Women’s Hospital (since 1984). He is recognized for pioneering work in vascular biology and biotechnology, with deep academic credentials across medicine and engineering from MIT and Harvard, aligning strongly with Butterfly’s imaging technology mission .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Technology Committee; Member, Nominating & Corporate Governance Committee (joined April 2024) .
• Independence: Determined independent under SEC and NYSE rules; Butterfly currently does not use controlled-company governance exemptions despite having a controlling shareholder .
• Attendance and engagement: Board met 7 times in FY2024; committees met 17 times; no director attended fewer than 75% of board and committee meetings on which they served. Technology Committee met 3 times; Nominating & Governance met once. Note: None of the directors attended the 2024 annual meeting, per policy allowing but not requiring attendance .
• Lead Independent Director: Larry Robbins serves as Lead Independent Director, enhancing independent oversight structure .

Fixed Compensation

Performance Compensation

• Unvested RSUs outstanding as of 12/31/2024: 157,894 .
• Policy shift: Annual director equity grant increased to $185,000 effective April 2025 (RSUs or options), continuing time-based vesting; awards are valued under Topic 718 .
• Performance metrics: No performance metrics apply to director equity; director awards are time-based, aligning director incentives with shareholder value through stock exposure .

Other Directorships & Interlocks

• Public company boards: None disclosed for Edelman .
• Committee interlocks: Company discloses no compensation committee interlocks involving executives or directors in 2024 .
• Potential interlocks/conflicts: Edelman’s roles at private medtech companies (Autus Valve, BioDevek, PanTher) are disclosed; no transactions with Butterfly under Item 404 were reported involving Edelman. Related-party arrangements referenced in the proxy primarily involve founder Jonathan Rothberg (advisory agreement). Audit Committee oversees related-party review .

Expertise & Qualifications

• Education: M.D. (Harvard Medical School); Ph.D. in Medical Engineering and Medical Physics (MIT); M.S. in Electrical Engineering and Computer Science (MIT); B.S. in Bioelectrical Engineering and Applied Biology (MIT). Clinical training in internal medicine and cardiovascular medicine at Brigham & Women’s; research fellowship at Harvard Pathology .
• Technical domain: Vascular biology, biotechnology, biomedical engineering; extensive scientific advisory and company co-founding experience .
• Board skills matrix: Identified as Technology Committee Chair; complements board’s oversight of product and R&D .

Equity Ownership

• Hedging/pledging: Company policy prohibits hedging transactions and pledging of company securities by directors and officers .
• Section 16(a) compliance: Company indicates compliance by directors in 2024; late filings noted for certain NEO equity grants (not directors) .

Governance Assessment

• Strengths:
  • Independent director with deep domain expertise; chairs pivotal Technology Committee, supporting oversight of product strategy and R&D risk .
  • Strong meeting attendance; active committee participation (Tech and Nominating & Governance), indicating engagement .
  • Director compensation mix emphasizes equity exposure (RSUs), fostering alignment with shareholders; cash component consistent with policy .
  • No Edelman-related party transactions disclosed; formal audit committee review process for related-person transactions .
• Considerations:
  • Controlled company status: Founder holds majority voting power via Class B shares until automatic conversion by 2028; while not using governance exemptions presently, concentrated voting power can affect investor confidence .
  • Annual meeting attendance: None of the directors attended the 2024 annual meeting, which some investors may view as a minor engagement signal despite policy flexibility .

Director Compensation Detail

Say-on-Pay & Shareholder Feedback

• 2025 meeting proposals include annual director elections, auditor ratification, and a non-binding advisory vote on NEO compensation; voting outcomes to be filed within 4 business days post-meeting .

RED FLAGS

Controlled company structure persists until February 12, 2028; founder’s voting control could override broader shareholder preferences despite current non-use of governance exemptions .
No director attendance at the 2024 annual meeting may be perceived negatively by some governance-focused investors .