Patrick Williams
BioRestorative TherapiesAbout Patrick F. Williams
Independent director (Class III) and Audit Committee Chair at BioRestorative Therapies, Inc. since November 2021; age 53 as of the 2025 annual meeting, with an MBA (Finance/Management) from San Diego State University and BA in Economics from UC San Diego . He is designated by the Board as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K . Tenure on BRTX’s board: ~4 years (Nov 2021–present) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STAAR Surgical Company | Chief Financial Officer | Jul 2020–Mar 2025 | Senior finance leadership; public company CFO |
| Sientra, Inc. | Chief Financial Officer; later GM, miraDry® | 2016–2019 | Led finance; operating leadership of a business unit |
| ZELTIQ Aesthetics, Inc. | Chief Financial Officer | 2012–2016 | Public company CFO; company later acquired by Allergan |
| NuVasive, Inc. | VP roles in finance, strategy, investor relations | 2007–2012 | Capital markets/IR expertise in medtech |
| Callaway Golf; Kyocera Wireless | Finance roles | Not disclosed | Corporate finance experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| NeuroPace, Inc. | Chief Financial Officer | Appointed Jun 2025 |
Board Governance
- Board classification: Class III director; term expiration 2026 .
- Committee assignments: Audit (Chair), Nominating (member), Compensation (member), each with adopted charters on the company website .
- Independence: Determined independent under Nasdaq Listing Rule 5605(a)(2); also independent for Audit, Nominating, Compensation per Nasdaq and Rule 10A‑3 for Audit Committee .
- Audit Committee financial expert: Board determined Williams qualifies .
- Attendance: In FY 2024, Board held 7 meetings; each director except Mr. Rosa attended at least 75% of Board/committee meetings (Williams met ≥75%). Audit 6 meetings; Compensation 1; Nominating 0 .
- Board leadership: CEO is also Chairman; no Lead Independent Director .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer | $30,000 | $35,000 |
| Option awards (grant‑date fair value) | $90,000 | $90,000 |
| Total | $120,000 | $125,000 |
| Program design (disclosed) | Directors entitled to $35,000 cash + $90,000 option grants annually | Directors entitled to $35,000 cash + $100,000 implied value in option grants annually |
Notes:
- No meeting fees or separate chair fees disclosed; director compensation is cash retainer plus equity in options .
Performance Compensation
| Element | FY 2023 | FY 2024 |
|---|---|---|
| Equity award type | Stock options (non‑employee director grants) | Stock options (non‑employee director grants) |
| Performance metrics tied to director pay | Not disclosed | Not disclosed |
| Vesting schedule specifics for director awards | Not disclosed | Not disclosed |
No revenue/EBITDA/TSR or ESG performance metrics are disclosed for director compensation; director equity is option grants at stated implied values without disclosed performance conditions .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No other public company directorships listed in Williams’ biography |
External executive role: CFO at NeuroPace as of June 2025 (operating role, not a board seat) .
Expertise & Qualifications
- 25+ years across medtech, consumer goods, technology; multiple public‑company CFO posts (STAAR, ZELTIQ, Sientra), and IR/strategy roles (NuVasive) .
- Audit Committee financial expert; strong financial reporting and capital markets experience .
- Education: MBA (San Diego State University), BA Economics (UC San Diego) .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % of Common | Composition |
|---|---|---|---|
| Aug 1, 2024 | 88,977 | 1.3% | Represents options exercisable currently or within 60 days |
| Jul 31, 2025 | 152,866 | 1.9% | Represents options exercisable currently or within 60 days |
No RSUs or common shares disclosed for Williams; holdings are options only in the beneficial ownership table footnotes .
Company shares outstanding for context: 6,919,919 common (Aug 1, 2024); 7,978,117 common (Jul 31, 2025) .
Governance Assessment
- Board effectiveness and independence: Williams is independent and serves as Audit Chair with “financial expert” designation, supporting credible oversight of financial reporting . Attendance meets ≥75% threshold in 2024 and at least 75% in 2023 for all directors, indicating engagement (note: Mr. Rosa below threshold in 2024) .
- Director pay mix & alignment: Compensation is primarily fixed cash plus option grants; 2024 total rose to $125k with an indicated shift to $100k implied option value (from $90k recognized), modestly increasing equity‑linked incentives . However, Williams’ ownership is entirely via options without disclosed common stock or RSUs, which may limit “skin‑in‑the‑game” versus outright share ownership .
- Compensation structure signals: The Stock Incentive Plan explicitly authorizes option repricing (reducing exercise prices), amended and re‑approved multiple times to increase share reserves (to 9.85M in 2025), which is a shareholder‑unfriendly feature if used and a governance risk indicator .
- Controls and audit oversight: The company disclosed material weaknesses in internal control over financial reporting (2023–2024). As Audit Chair, Williams oversees remediation through committee processes; continued weaknesses elevate oversight scrutiny and are a risk flag until remediated .
- Board leadership risk: CEO serves as Chair; no Lead Independent Director—reduces independent counterbalance and investor confidence in oversight of management .
RED FLAGS
- No Lead Independent Director; combined CEO/Chair structure .
- Plan permits option repricing, amended repeatedly to increase share pool—potential dilution and pay‑practice risk .
- Reported material weaknesses in ICFR; Audit Committee must drive remediation—oversight risk persists until resolved .
- Director beneficial ownership via options only (no common/RSUs disclosed), potentially weaker long‑term alignment .
Insider Trades and Section 16 Compliance
| Year | Williams late filings reported | Notes |
|---|---|---|
| FY 2023 | None reported for Williams | Late filings noted for Alstodt/Silva and a 10% holder; directors otherwise compliant |
| FY 2024 | None reported for Williams | One late Form 4 for a 10% holder; directors compliant |
The proxy discloses compliance status but does not list individual Form 4 transactions for Williams .
Compensation Committee Analysis
- Composition: Chair Dr. Kukekov; members Williams and Rosa; chartered authority to retain independent consultants, approve equity plans, and oversee regulatory compliance .
- Meeting cadence: One Compensation Committee meeting in FY 2024 (limited formal activity) .
- Director compensation recommendation authority resides with the Compensation Committee; program is cash + option grants; no disclosed consultant conflicts .
Related Party Transactions
- Policy: No formal procedures due to infrequency; Board or designated committee reviews case‑by‑case. No specific related‑party transactions involving Williams are disclosed in the latest proxies .
Say‑on‑Pay & Shareholder Feedback (context)
- 2025 agenda includes advisory vote on executive compensation; outcomes not yet provided in the proxy .
- No director‑specific shareholder proposals or votes disclosed .
Overall, Williams brings deep CFO and audit expertise and meets independence and attendance thresholds. Key governance risks for investors involve the company’s control weaknesses, option repricing authority under the equity plan, and a board leadership structure without a Lead Independent Director .