Josef Parvizi
About Josef Parvizi
Josef Parvizi, M.D., Ph.D., age 56, is a co-founder of Ceribell and currently serves as a director and the Company’s Chief Medical Advisor; he previously chaired the Board from August 2015 to June 2024 . He has been on Ceribell’s Board since August 2014; academically, he is a Professor of Neurology at Stanford University School of Medicine (since June 2017), following prior roles as Associate Professor at Stanford, Neurology Resident at Harvard Medical School, and Internal Medicine Intern at the Mayo Clinic; he holds an M.D. from the University of Oslo and a Ph.D. in neuroscience from the University of Iowa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ceribell, Inc. | Chair of the Board | Aug 2015 – Jun 2024 | Led board; transitioned to independent chair (Robertson) in Jun 2024 |
| Stanford University School of Medicine | Associate Professor (Neurology) | Jul 2007 – Jun 2017 | Academic leadership |
| Harvard Medical School | Neurology Resident | 2003 – 2006 | Clinical training |
| Mayo Clinic | Internal Medicine Intern | 2002 – 2003 | Clinical training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University School of Medicine | Professor of Neurology | Jun 2017 – Present | Neuroscience expertise |
Board Governance
- Independence: Not independent (consultant to the Company; co-founder) .
- Committees: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees; current committee rosters do not include Parvizi .
- Attendance: Board met 13 times in 2024; each director attended at least 75% of Board and relevant committee meetings; Audit (5), Compensation (10), Nominating (2) meetings held .
- Leadership: Board chair is Rebecca (Beckie) Robertson; independent directors hold regular executive sessions .
- Risk oversight: Audit oversees financial/cyber risks and related-party approvals; Nominating oversees ESG/succession; Compensation monitors risk in compensation .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $8,913 | As reported for Parvizi |
| Stock Awards (2024 grant-date fair value) | $112,506 | IPO RSU grant; computed per ASC 718 |
| Consulting Fees (2024) | $192,450 | Chief Medical Advisor; $450/hour, up to 36 hours/month (unless approved for more) |
- Non-Employee Director Compensation Program cash retainers (program terms): Board retainer $40,000; Chair add’l $45,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Audit member $10,000; Compensation member $7,500; Nominating member $5,000 .
- Cash-to-RSU election: Directors may elect to take cash retainers in fully vested RSUs at grant with fair value equal to the cash foregone .
Performance Compensation
| Equity Award | Value/Structure | Vesting | Notes |
|---|---|---|---|
| IPO RSU Grant | 6,618 RSUs; grant-date value approximated by $112,500 at $17 IPO price; reported fair value $112,506 | Vests on earlier of 1st anniversary or next annual stockholders’ meeting, subject to service | Granted to non-employee directors serving at IPO and continuing thereafter |
| Annual Director RSU | $150,000 divided by 30-day avg price at grant | Vests on earlier of 1st anniversary or next annual meeting | For directors serving ≥6 months and continuing post-AGM |
| Initial Director RSU | $300,000 divided by 30-day avg price at grant | 3 equal annual installments | Upon initial board appointment/election |
| Change-in-Control Treatment | N/A (value varies by holdings) | All RSUs and equity awards for non-employee directors fully vest pre-closing | Applies to all non-employee directors |
- No performance metrics tied to director equity (time-based vesting only); cash-to-RSU conversions are fully vested at grant .
- Clawback policy applies to Section 16 officers (NEOs), not directors; no say-on-pay votes as an Emerging Growth Company (EGC) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| — | — | — | None disclosed for Parvizi in the proxy |
Expertise & Qualifications
- Medical/scientific expertise: Professor of Neurology; Ph.D. in neuroscience; extensive clinical and academic background .
- Company/industry expertise: Ceribell co-founder; Chief Medical Advisor; deep neurology device domain knowledge .
- Education: M.D. (University of Oslo), Ph.D. (University of Iowa) .
Equity Ownership
| Ownership Component | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 2,090,823 | 5.8% | As of April 11, 2025; 36,034,596 shares outstanding |
| Direct (Parvizi Trust) | 807,206 | — | Held by Josef Parvizi Trust (trustee) |
| RSUs vesting within 60 days (Parvizi Trust) | 6,618 | — | Included in beneficial count under SEC rules |
| Innovation ACP Trust | 907,911 | — | Parvizi co-trustee; deemed beneficial |
| ACP 2021 Trust | 369,088 | — | Parvizi co-trustee; deemed beneficial |
| Options outstanding | 0 | — | No options listed for Parvizi in director holdings table |
| Unvested RSUs at FY-end (12/31/2024) | 6,618 | — | Director equity holdings |
- Insider Trading Policy prohibits hedging, short sales, derivatives, margin purchases, and pledging of Company securities by covered individuals .
Employment & Contracts (Consulting)
- Consulting Agreement: Initiated May 7, 2018; amended October 2, 2024; role Chief Medical Advisor .
- Compensation terms: $450/hour; up to 36 hours/month absent Compensation Committee pre-approval; reimbursable expenses require prior written consent and receipts .
- Term & termination: Continues until terminated; 3 months’ prior written notice required by either party .
- Non-solicit: 12 months post-termination prohibition on soliciting Company employees without prior consent .
- Payments: $180,600 (2023); $192,450 (2024) .
Governance Assessment
-
Strengths
- Significant ownership (5.8%), aligning incentives with shareholders .
- Deep clinical/scientific expertise directly relevant to Ceribell’s neurology-focused products .
- Board has robust independent leadership (independent chair) and formal committee oversight structures; independent directors meet in executive session .
-
Concerns and RED FLAGS
- Not independent due to ongoing paid consulting role; poses potential conflicts in oversight and compensation/related-party matters .
- Material related-party transactions (consulting) reviewed by Audit Committee; investors should monitor adherence to related-party policy and any scope expansion .
- Director equity for non-employee directors is time-based, with full acceleration on change in control, which may reduce performance linkage and raise entrenchment/transaction incentive concerns .
-
Engagement/attendance: Satisfactory minimum (≥75%) attendance; continue to monitor committee participation (currently none) and contributions at board level .
-
Shareholder rights/process: As an EGC, Ceribell does not hold say-on-pay votes; compensation consultant (Radford) assessed as independent; clawback applies to officers (not directors) .