Jane Chao
About Jane Chao
Xingjuan (Jane) Chao, Ph.D., is Ceribell’s President, CEO, Co-Founder, and a director. She has served on the board since August 2015, as CEO since October 2015, and as President since July 2016; age 45; B.S. in Chemistry (Peking University) and Ph.D. in Biophysics (Cornell University) . Ceribell is an Emerging Growth Company (no say‑on‑pay yet), with an independent Chair separate from the CEO role, and the board has determined Dr. Chao is not independent given her management position .
Revenue and EBITDA trend during her tenure (latest three fiscal years):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 25,922,000* | 45,225,000* | 65,444,000 |
| EBITDA ($) | -35,524,000* | -29,194,000* | -38,568,000* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genentech, Inc. | Principal Manager, Portfolio Management Strategy | 2014–2015 | Portfolio strategy at large-cap biotech |
| Novartis AG | Senior Strategy Manager | 2013–2014 | Corporate strategy in pharma |
| McKinsey & Company | Management Consultant | 2007–2013 | Strategy/operations advisory experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Magnus Medical, Inc. | Director | Nov 2021–Feb 2025 | Board service concluded Feb 2025 |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2023 | 466,250 | Not disclosed | 255,300 | Paid after certification in early 2024 |
| 2024 | 494,500 | 50% | 278,055 | Paid after certification in early 2025 |
| 2025 (effective 4/1/25) | 685,000 | 95% | Not disclosed | Approved Mar 10, 2025 (effective Apr 1, 2025) |
- As an executive serving as a director, she does not receive separate director retainers or equity under the non-employee director program .
Performance Compensation
Annual bonus design (2024):
- Metric framework: 100% company performance for CEO; categories include revenue, R&D project milestones, and operational excellence metrics; bonuses paid after certification of results in early 2025 .
- Target opportunity (2024): 50% of base salary .
- Actual payout (2024): $278,055 cash .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company objectives (revenue, R&D milestones, operational excellence) | 100% (CEO) | 50% of base salary | $278,055 paid in 2025 | Cash; paid after certification |
Long-term equity awards (CEO):
- 2024 grant: Option to purchase 166,536 shares at $9.406; vests monthly over 2 years beginning May 1, 2024; expires Apr 23, 2034 .
- Outstanding option schedule (partial historical grants and status as of 12/31/24) shown under “Equity Ownership & Alignment” .
| LTI Grant | Grant Date | Instrument | Shares | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| CEO Annual LTI | 4/23/2024 | Stock Options | 166,536 | 9.406 | Monthly over 2 years from 5/1/2024 | 4/23/2034 |
Equity Ownership & Alignment
Beneficial ownership (as of April 11, 2025):
- Shares owned directly: 661,201; options exercisable within 60 days: 1,030,060; trust holdings (ACP 2021 Trust): 369,088; total beneficial ownership: 2,060,349 (5.6% of outstanding) .
- Ceribell’s Insider Trading Policy prohibits short sales, derivative/option transactions, hedging, margin purchases, and pledging shares as collateral (alignment-friendly; reduces hedging/pledging risk) .
| Holder | Direct/Trust/Options | Amount (shares) | % Ownership |
|---|---|---|---|
| Xingjuan (Jane) Chao, Ph.D. | Direct | 661,201 | — |
| Options exercisable ≤60 days | 1,030,060 | — | |
| ACP 2021 Trust (co‑trustee) | 369,088 | — | |
| Total beneficial | — | 2,060,349 | 5.6% |
Outstanding equity awards (CEO) as of Dec 31, 2024:
| Vesting Commencement | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 11/7/2015 | 48,871 | — | 0.39 | 11/10/2025 |
| 6/11/2019 | 44,724 | — | 2.24 | 6/10/2029 |
| 6/11/2019 | 152,551 | — | 2.24 | 6/10/2029 |
| 6/10/2021 | 246,837 | 35,263 | 3.65 | 6/10/2031 |
| 4/1/2023 | 124,513 | 174,319 | 4.70 | 2/16/2033 |
| 4/1/2023 | 202,333 | 40,468 | 4.70 | 2/16/2033 |
| 4/1/2024 | 55,512 | 111,024 | 9.41 | 4/23/2034 |
- Vesting conventions: Most options vest 1/48 monthly; specific awards vest 1/24 monthly as noted; 2024 grant vests monthly over two years .
- Ownership/holding guidelines: Not disclosed in the proxy; however, clawback policy is in place, and hedging/pledging are prohibited by policy .
Employment Terms
Change-in-control and severance framework (entered at IPO):
- Outside CIC Period (i.e., not within 3 months before to 12 months after a change in control): If terminated without cause or resigns for good reason, CEO receives 18 months of base salary continuation and COBRA reimbursements for 18 months (subject to release and covenants) .
- During CIC Period (double-trigger): If terminated without cause or resigns for good reason, CEO receives (i) 18 months base salary continuation, (ii) 1.5x target annual bonus as a lump sum, (iii) 100% acceleration of unvested equity awards (excluding any performance-based awards), and (iv) 18 months COBRA reimbursements (subject to release and covenants) .
- 280G treatment: Best‑net (full payment or cutback to avoid excise tax), whichever yields greatest after-tax benefit to the executive .
- Clawback policy: Recoupment of erroneously awarded incentive-based compensation per Nasdaq Rule 10D and SEC rules (three-year lookback following restatement) .
| Scenario | Cash Severance | Bonus | Equity | COBRA | Triggers |
|---|---|---|---|---|---|
| Qualifying termination outside CIC Period | 18 months base (CEO) | — | — | 18 months | Without cause / Good reason |
| Qualifying termination during CIC Period | 18 months base (CEO) | 1.5x target bonus | 100% acceleration (non‑performance awards) | 18 months | Double-trigger (CIC + termination) |
| 280G | Best-net (no gross-up) | — | — | — | Full vs cutback, whichever is better after-tax |
Board Governance
- Board service: Director since Aug 2015; CEO since Oct 2015; President since Jul 2016 .
- Independence: Not independent (executive); Board determined all directors other than Dr. Chao and Dr. Parvizi are independent .
- Leadership structure: Independent Chair (Rebecca Robertson); CEO and Chair roles are separated .
- Committees: CEO does not serve on committees; Audit (Burke—Chair, Tammenoms Bakker, Robertson), Compensation (Robertson—Chair, Tammenoms Bakker, Iancovici), Nominating (Iancovici—Chair, Burke, Taylor); all committee members are independent .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Attendance: In 2024, Board met 13 times; each director attended at least 75% of meetings of the Board and their committees .
Compensation Committee Analysis
- Independent consultant: Radford (Aon) engaged; Compensation Committee assessed advisor independence and found no conflicts; committee members are independent “non‑employee directors” .
- CEO input: As CEO and director, Dr. Chao provides recommendations on compensation for others but recuses from discussions on her own compensation .
Related Policies, Controls, and Red Flags
- Clawback: Adopted per Nasdaq/SEC; filed with Annual Report .
- Insider trading policy: Prohibits short sales, derivatives, hedging, margin purchases, and pledging (reduces alignment risks from hedging/pledging) .
- Equity grant timing: Policy avoids proximity to MNPI; no grants to NEOs within 4 business days before/1 business day after MNPI events in 2024 .
- Tax gross‑ups: None for NEOs .
- Related-party transactions: Consulting arrangement with co‑founder/Director Dr. Parvizi (not applicable to Dr. Chao); governed under related‑party policy .
Investment Implications
- Strong alignment mechanisms: Large personal ownership (5.6%), option-heavy LTI, clawback, and no hedging/pledging support alignment with long-term equity value .
- Incentive intensity rising: 2025 increases to base ($685k) and target bonus (95% of salary) heighten pay-for-performance leverage; watch for out-year bonus construct and targets given 2024 bonus tied 100% to company objectives .
- Retention and M&A dynamics: Double-trigger CIC package (18 months base, 1.5x target bonus, full time-vested equity acceleration) is competitive and could ease leadership continuity through strategic events; monitor for any significant grant refreshes post‑IPO .
- Trading flow signals: Monthly vesting options (notably 2024 grant) can create steady increments of vested equity; combined with 10b5‑1 usage (if later disclosed) could influence Form 4 cadence—no 10b5‑1 details were disclosed in the proxy .
- Governance structure: Separation of Chair/CEO and fully independent committees mitigate dual-role risks from CEO/Director status; absence of say-on-pay vote (EGC) reduces immediate shareholder feedback loop on pay .