Beckie Robertson
About Rebecca (Beckie) Robertson
Rebecca (Beckie) Robertson, age 64, has served on Ceribell’s Board since May 2017 and as Chair of the Board since June 2024. She is a founder and General Partner at Versant Ventures (medical devices/diagnostics investing since 1999) and provides advisory and board services through Longridge Business Advisors (since April 2017). Robertson previously held senior roles at Chiron Diagnostics (SVP), co-founded Egis (VP), and held operations/finance positions at LifeScan (a former J&J company). She holds a B.S. in chemical engineering from Cornell University and currently serves on the public board of Tandem Diabetes Care, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versant Ventures | Founder & General Partner | Since 1999 | Focused on medical devices/diagnostics investing; deep industry network |
| Longridge Business Advisors | Business advisory services and board services | Since Apr 2017 | Strategic advisory and governance services |
| Chiron Diagnostics (Chiron Corp.) | Senior Vice President | Prior to Versant | Led critical care business unit and BD; diagnostics domain expertise |
| Egis | Co‑Founder & Vice President | Prior to Chiron | Consumer products; entrepreneurial background |
| LifeScan (former J&J company) | Senior management in operations and finance | Prior to Egis | Operational/financial discipline in medtech |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Tandem Diabetes Care, Inc. | Director | Public | Committee roles not disclosed in CBLL proxy |
Board Governance
- Structure: Independent Chair of the Board since June 2024; presides over executive sessions and serves as liaison between management and the Board .
- Independence: Board determined Robertson is independent under Nasdaq rules (only the CEO and Chief Medical Advisor are non‑independent) .
- Committees:
- Compensation Committee: Chair; members Robertson, Juliet Tammenoms Bakker, Lucian Iancovici, M.D.; independent; Radford (Aon) engaged as independent consultant with no conflicts found .
- Audit Committee: Member; committee members William W. Burke (Chair; audit committee financial expert), Tammenoms Bakker, Robertson; all meet independence and literacy requirements .
- Nominating & Corporate Governance: Not a member (committee chaired by Dr. Iancovici; members Iancovici, Burke, Taylor) .
- Attendance: In 2024, the Board met 13 times; Audit met 5; Compensation met 10; Nominating met 2; each director attended at least 75% of meetings of the Board and committees on which they served .
- Policies: Clawback Policy adopted per Section 10D/Nasdaq; Insider Trading Policy prohibits hedging, pledging, short sales, and derivatives; director/executive indemnification agreements and D&O insurance in place .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $40,000 | Non‑employee director program |
| Additional Retainer – Chair of the Board | $45,000 | Applies to Robertson |
| Additional Retainer – Compensation Committee Chair | $15,000 | Applies to Robertson |
| Additional Retainer – Audit Committee Member (non‑Chair) | $10,000 | Applies to Robertson |
| 2024 Fees Earned/Paid in Cash (actual) | $44,511 | As reported for Robertson |
Performance Compensation
| Equity Component | Grant Basis | Vesting | Performance Metrics |
|---|---|---|---|
| Initial RSU grant upon appointment/election | $300,000 divided by 30‑day avg price | Vests in equal annual installments over 3 years | None disclosed (time‑based RSUs) |
| Annual RSU grant | $150,000 divided by 30‑day avg price | Vests in full by earlier of 1 year or next annual meeting | None disclosed (time‑based RSUs) |
| IPO RSU grant (one‑time for continuing directors at IPO) | 6,618 RSUs (=$112,500 ÷ $17) | Vests by earlier of 1 year or next annual meeting | None disclosed (time‑based RSUs) |
| RSU Deferral Election (optional) | Settlement deferrable | Until fixed date, termination, or change‑in‑control | N/A; awards fully vest on change‑in‑control |
- 2024 Stock Awards (grant‑date fair value): $334,856 for Robertson; total 2024 director compensation $379,367 .
- Consultant independence: Radford assessed across SEC’s six factors; Compensation Committee concluded no conflicts of interest .
- Clawback applies to incentive‑based compensation for Section 16 officers; director RSUs are time‑based; no disclosed TSR/EBITDA/ESG metrics for director grants .
Other Directorships & Interlocks
| Person | External Board | Potential Interlock with CBLL | Notes |
|---|---|---|---|
| Rebecca (Beckie) Robertson | Tandem Diabetes Care, Inc. | None disclosed | No related‑party transactions involving Robertson disclosed |
| Compensation Committee Interlocks | N/A | None | Committee members (incl. Robertson) have never served as CBLL officers; no executive officers of CBLL served on boards/comp committees of entities with CBLL execs on CBLL Board |
Expertise & Qualifications
- Medical device/diagnostics investing and governance (Versant Ventures since 1999) .
- Prior executive operating roles in diagnostics (Chiron), consumer products (Egis), and medtech operations/finance (LifeScan) .
- Education: B.S. in chemical engineering, Cornell University .
- Board leadership: Independent Chair; Compensation Chair; Audit member; not designated the audit committee financial expert (Burke is designated) .
Equity Ownership
| Metric (as of April 11, 2025 unless noted) | Amount | Detail |
|---|---|---|
| Shares owned (outstanding) | 1,653 | Direct holdings |
| Options exercisable within 60 days | 83,949 | Beneficial ownership table |
| RSUs vesting within 60 days | 7,445 | Beneficial ownership table |
| Total beneficial ownership (shares) | 93,047 | Sum per proxy table; marked “<1%” |
| Unvested restricted shares outstanding (12/31/2024) | 19,021 | Director holdings table |
| Shares pledged or hedged | Prohibited | Insider Trading Policy bans pledging/hedging |
| Shares outstanding (Record Date) | 36,034,596 | Company shares outstanding |
Insider Trades
| Date (Form 4 period) | Transaction | Shares | Price | Plan/Notes | Source |
|---|---|---|---|---|---|
| 2025‑06‑10 | Reported transaction(s) | — | — | Sales were effected pursuant to Rule 10b5‑1 trading plan | |
| 2025‑09‑03 | Sale | 827 | $11.36 | Reported under Rule 10b5‑1 trading plan |
Note: Use the SEC EDGAR index for full details of the June 2025 filing (CIK 0001201585; accepted 2025‑06‑17) .
Governance Assessment
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Strengths:
- Independent Chair helping separate oversight from management; presides over executive sessions and strengthens board independence .
- Chairs Compensation Committee and serves on Audit; committees comprised entirely of independent directors with an independent compensation consultant vetted for conflicts .
- Robust governance policies (clawback; hedging/pledging ban; whistleblower procedures) and documented indemnification/D&O coverage .
- Attendance threshold met; active committee cadence (13 Board; 10 Compensation; 5 Audit meetings in 2024) .
-
Potential Red Flags / Watch Items:
- Ownership alignment is modest: total beneficial ownership under 1% with 1,653 directly owned shares; reliance on options/RSUs for alignment rather than material open‑market holdings .
- Multiple external time commitments (Versant GP; Tandem board); while common for venture investors, monitor for workload conflicts during key CBLL periods (no related‑party transactions involving Robertson disclosed) .
- Insider sales occurred under a Rule 10b5‑1 plan in 2025; plan‑based sales reduce discretion risk but merit continued monitoring for patterns around sensitive windows .
-
Conflict Checks:
- No CBLL‑reported related‑party transactions with Robertson; Audit Committee pre‑approves related parties and oversees these matters; Parvizi consulting arrangement disclosed separately .
Overall, Robertson brings deep medtech investment and operating expertise, serves as independent Chair with key committee leadership, and operates within strong governance frameworks. The primary investor‑confidence consideration is relatively low direct ownership; investors may prefer continued equity accumulation or clear adherence to stock ownership guidelines if adopted in the future (no director ownership guideline disclosure in CBLL’s proxy) .