Erica Rogers
About Erica Rogers
Erica Rogers is a seasoned medtech executive and board director appointed to Ceribell’s Board on September 17, 2025; she serves as a non-employee director and member of the Compensation Committee . She holds a B.S. in zoology from San Diego State University and has led Silk Road Medical as CEO, guiding it from early stages through FDA approval, broad commercial expansion, and acquisition by Boston Scientific; she is a named inventor on more than 25 U.S. patents . Forbes lists her age as 62 (profile updated October 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silk Road Medical, Inc. | Chief Executive Officer | Led company through IPO (2019) and to acquisition by Boston Scientific (2024) | Scaled from 25 employees to ~500; revenue >$175M; multiple patented products |
| Medicines360 | Chief Operating Officer; Board Member | COO 2010–2012; Board 2012–2014; rejoined Board 2024 | Secured first U.S. commercial partnership advancing women’s health mission |
| Boston Scientific | Sales and marketing roles | ~12 years | Commercial and market development leadership |
| Allux Medical | Founder & CEO | Not disclosed | Entrepreneurial leadership in medtech |
| Visiogen (acquired by Abbott Medical Optics) | Co-founder | Not disclosed | Company successfully acquired by Abbott |
External Roles
| Organization | Role | Start Date | Committee Roles / Notes |
|---|---|---|---|
| HistoSonics, Inc. | Director | Dec 13, 2022 | Joined after $100M financing; histotripsy platform company |
| Axena Health, Inc. | Director | Nov 19, 2024 | Focus on women’s pelvic health; strategic/commercial expertise |
| Sight Sciences (NASDAQ: SGHT) | Director | Not disclosed | Chairs Compensation Committee |
| LightForce Orthodontics | Director | Not disclosed | Chairs Compensation Committee |
| Medicines360 | Director | 2024 | Board member; prior COO |
Board Governance
- Appointment and committee: Effective September 17, 2025, Ceribell’s Board elected Erica Rogers as director; appointed to the Compensation Committee. Company disclosed no arrangements underlying her election and no related-party transactions requiring disclosure under Item 404(a) .
- Non-employee director compensation program governs her cash and equity compensation (see sections below) .
- Committee structure and independence: As of April 2025, Compensation Committee comprised independent directors under Nasdaq rules; charter and use of independent consultant Radford (Aon) with no conflicts . Board leadership with independent Chair; independent directors meet in executive session .
- 2025 AGM voting results (pre-appointment): Class I directors Juliet T. Bakker (FOR 20,199,817; WITHHELD 2,031,435) and Lucian Iancovici, M.D. (FOR 19,009,795; WITHHELD 3,221,457) elected; PwC ratification FOR 23,287,906; AGAINST 1,440; ABSTAIN 32,722 .
- Attendance: In 2024, Board met 13 times; Compensation Committee 10 times; all directors then on the Board attended ≥75% of meetings. Attendance for Rogers (appointed in 2025) not yet disclosed .
- Indemnification: Company will enter into indemnification agreement with Rogers on standard terms used for other directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Non-Employee Director Compensation Program |
| Additional retainer – Chair of Board | $45,000 | Not applicable to Rogers unless appointed Chair |
| Additional retainer – Compensation Committee member (non-Chair) | $7,500 | Rogers appointed as member; Chair receives $15,000 |
| Additional retainer – Audit Committee member (non-Chair) | $10,000 | Only if she serves on Audit Committee |
| Additional retainer – Nominating Committee member (non-Chair) | $5,000 | Only if she serves on Nominating Committee |
| Meeting fees | None disclosed | Program provides retainers; no meeting fees disclosed |
Performance Compensation
| Equity Component | Grant Value Basis | Vesting | Deferral/Change-in-Control |
|---|---|---|---|
| Initial RSU grant upon appointment | $300,000 divided by 30-trading-day average price | Vests in equal annual installments over 3 years, subject to continued service | Directors may elect to defer RSU settlement; RSUs fully vest upon change in control |
| Annual RSU grant (at each annual meeting) | $150,000 divided by 30-trading-day average price | Vests in full on earlier of 1-year from grant or next annual meeting, subject to continued service | Deferral available; change-in-control vesting applies |
| Performance metrics tied to director equity | Not applicable | RSUs time-based; no performance metrics disclosed for directors | Program details specify vesting schedules only |
Upon appointment, the Company stated Rogers will receive cash compensation and RSUs “in accordance with” the program; specific share counts and grant dates will be in future filings .
Other Directorships & Interlocks
| Company | Type | Potential Interlocks/Conflict Notes |
|---|---|---|
| HistoSonics, Inc. | Private medtech | No CBLL related-party transactions disclosed under Item 404(a) at appointment |
| Axena Health, Inc. | Private medtech | Women’s pelvic health; no CBLL related-party transactions disclosed |
| Sight Sciences (SGHT) | Public medtech | Chairs Compensation Committee |
| LightForce Orthodontics | Private | Chairs Compensation Committee |
| Medicines360 | Nonprofit pharma | Board in 2024; prior COO |
Expertise & Qualifications
- Proven CEO experience scaling regulated medtech businesses through clinical, regulatory, reimbursement, and commercial milestones (Silk Road Medical) .
- Board leadership and compensation committee experience at public and private companies; extensive patent portfolio indicating innovation track record .
- Prior operating roles at Boston Scientific and multiple medtech startups, indicating depth in market development and execution .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Initial beneficial ownership (Form 3, event date 09/17/2025) | 0 shares; “No securities are beneficially owned.” | |
| Ownership % at appointment | 0% | Based on Form 3 reporting no ownership |
| Insider trading and alignment policies | Hedging, pledging, short sales, and derivatives prohibited for covered individuals; policy filed with Annual Report | |
| Indemnification agreement | Standard form used for directors |
Subsequent RSU grants are governed by the director compensation program; specific holdings post-appointment will be disclosed in future Section 16 filings or proxy statements .
Governance Assessment
- Committee assignment and independence: Placement on the Compensation Committee aligns with her compensation governance experience; the committee operates under a charter with independent membership and an independent consultant (Radford), reducing conflict risk .
- Conflicts and related-party: Company disclosed no Item 404(a) related-party transactions tied to Rogers at appointment; no special arrangements underlying her election, mitigating conflict concerns .
- Ownership alignment: Initial Form 3 showed no holdings; alignment will be established via RSU grants under the program. Insider policy prohibits hedging/pledging, supporting alignment with long-term shareholder interests .
- Board effectiveness signals: Ceribell maintains independent board leadership, regular executive sessions, and active committee activity (10 Compensation Committee meetings in 2024), indicating engaged oversight; Rogers’ scaling expertise is additive at a growth phase highlighted by management .
RED FLAGS
- None identified at appointment: No related-party transactions; no arrangements or understandings for election; hedging/pledging prohibited .
- Monitoring items: Multiple external board roles warrant standard overboarding surveillance versus Ceribell’s workload, though no policy breach or concerns are disclosed; future filings should confirm attendance and equity ownership accumulation .
Director Compensation Program Overview (applies to Rogers)
| Element | Details | Source |
|---|---|---|
| Cash retainers | $40,000 annual Board retainer; $7,500 Compensation Committee member (non-Chair); $15,000 Compensation Committee Chair; other committee retainers per role | |
| Initial equity grant | RSUs valued at $300,000 ÷ 30-day average price; 3-year annual vesting | |
| Annual equity grant | RSUs valued at $150,000 ÷ 30-day average price at annual meeting; vest by next annual meeting or 1 year | |
| Deferral | Optional deferral of RSU settlement to a fixed date, termination, or change in control | |
| Change-in-control | Full vesting of director RSUs and equity-based awards immediately prior to change in control |
Item 5.07 Voting Results (Shareholder Feedback context)
| Proposal | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Juliet T. Bakker (Class I) | 20,199,817 | 2,031,435 | — | 1,090,816 |
| Elect Lucian Iancovici, M.D. (Class I) | 19,009,795 | 3,221,457 | — | 1,090,816 |
| Ratify PwC (FY2025) | 23,287,906 | 1,440 | 32,722 | N/A |
As an emerging growth company, Ceribell does not hold non-binding “say‑on‑pay” advisory votes on executive compensation .
Insider Filings (Erica Rogers)
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Filed 09/19/2025; event date 09/17/2025 | No securities beneficially owned at appointment |
| 8-K (Director Appointment) | 09/22/2025 | Elected director; appointed to Compensation Committee; compensation per program; indemnification agreement; no Item 404(a) transactions |
Governance Notes and Policies Relevant to Rogers
- Corporate Governance Guidelines and independence determinations: Majority independent board; independent committees; executive sessions .
- Compensation Committee practices: Uses independent consultant Radford; independence affirmed; legal counsel independence evaluated .
- Clawback policy: Applies to Section 16 officers; compliant with Nasdaq and Exchange Act Section 10D .
- Insider Trading Policy: Prohibits short sales, derivatives, hedging, margin purchases, and pledging for covered individuals .
Governance Assessment Summary
- Committee assignments and expertise: Rogers’ seat on Compensation adds seasoned pay governance and scaling expertise, beneficial amid Ceribell’s growth investments in commercial infrastructure and R&D evidenced by management commentary .
- Conflicts: No related-party exposure disclosed; committee independence framework and consultant independence reduce conflict risk .
- Alignment: Initial zero holdings likely transition to equity-based ownership via RSUs; the prohibition on hedging/pledging reinforces alignment with long-term shareholder value .