Juliet Tammenoms Bakker

About Juliet Tammenoms Bakker

Independent director at Ceribell, Inc. since April 2021; age 63. Managing Director and co-founder of Longitude Capital with prior roles at Pequot Ventures and Banque Paribas; education includes an M.P.A. from Harvard Kennedy School and a B.Sc. from Cornell University . She brings deep medtech investment and board experience, including current and prior service on multiple public and private healthcare boards .

Past Roles

External Roles

Board Governance

• Board independence: Juliet is classified as independent under Nasdaq standards; Audit, Compensation, and Nominating committees are composed entirely of independent directors .
• Committee assignments and chair roles: Member of Audit and Compensation; not a committee chair. Audit Chair: William W. Burke; Compensation Chair: Rebecca (Beckie) Robertson; Nominating Chair: Lucian Iancovici, M.D. .
• Years of service: Director since April 2021 .
• Attendance: Board met 13 times in 2024; Audit met 5; Compensation met 10; each director attended at least 75% of applicable meetings .
• Election results (June 10, 2025): For 20,199,817; Withheld 2,031,435; Broker Non-Votes 1,090,816 (Class I re-election through 2028) .
• Leadership: Independent Chair of the Board (Robertson); independent directors hold regular executive sessions .

Fixed Compensation

• Program structure (post-IPO, effective for non-employee directors) :
  • Board retainer: $40,000
  • Chair of Board: add $45,000
  • Audit Chair: add $20,000; Audit member: add $10,000
  • Compensation Chair: add $15,000; Compensation member: add $7,500
  • Nominating Chair: add $10,000; Nominating member: add $5,000
  • Option to elect RSUs in lieu of cash; RSUs granted in lieu are fully vested at grant
• 2024 actual director compensation (Juliet Tammenoms Bakker):
  • Fees earned (cash): $12,813
  • Stock awards: $112,506 (IPO RSU grant of 6,618 RSUs; fair value computed under ASC 718)
  • Total: $125,319
• Unvested awards (as of Dec 31, 2024): RSUs 6,618; no options outstanding .

Performance Compensation

• Structure: Non-employee director equity consists of RSUs; standard initial grant valued at $300,000 (three-year annual vest), and annual RSUs valued at $150,000 (one-year vest); time-based vesting only; directors may defer RSU settlement; all director equity fully vests upon change in control .
• No performance-based metrics (e.g., TSR, revenue/EBITDA hurdles) apply to director compensation at Ceribell .

Other Directorships & Interlocks

• Significant shareholder affiliation: Juliet is a managing member of Longitude Capital Partners IV, LLC (GP of Longitude Venture Partners IV, L.P.), which beneficially owns 2,475,110 shares (6.9%). She may be deemed to share voting/investment power; she disclaims beneficial ownership except to the extent of pecuniary interest .
• TPG affiliate (Rise Fund Clearthought) holds 11.0%; Dr. Iancovici is employed by TPG and serves on Ceribell’s board, but he receives no compensation from Ceribell for board service (elected not to receive) .
• These affiliations indicate potential interlocks in investor representation, necessitating vigilant committee independence and related-party transaction oversight by the Audit Committee .

Expertise & Qualifications

• Medtech investment expertise; extensive boardroom experience across medical devices and diagnostics .
• Education: M.P.A. (Harvard Kennedy School); B.Sc. (Cornell University) .
• Prior equity research experience provides capital markets literacy; serves on Audit and Compensation committees, meeting Nasdaq/SEC independence requirements .

Equity Ownership

Governance Assessment

• Strengths: Independent director with relevant medtech investing and board governance experience; active service on Audit and Compensation committees; Board structure features independent Chair and regular executive sessions; strong shareholder support for re-election in 2025 .
• Alignment: Director equity predominantly time-based RSUs; 2024 compensation primarily equity ($112,506) with modest cash ($12,813), supporting long-term alignment; deferral option and change-in-control vesting are standard for directors .
• Potential conflicts: Affiliation with Longitude Capital entities that own 6.9% of common stock suggests investor-representative dynamics; oversight relies on committee independence and robust related-party transaction policy under Audit Committee review. No Juliet-specific related-party transactions disclosed; primary related-party item pertains to Parvizi consulting .
• Attendance/engagement: Directors met the ≥75% attendance threshold; committee cadence indicates active engagement (Audit 5; Compensation 10; Board 13 in 2024) .
• Policies: Clawback policy applies to Section 16 officers (not directors); Insider Trading Policy prohibits hedging/pledging—positive for alignment .
• Say-on-pay: As an emerging growth company, Ceribell does not hold say-on-pay votes, limiting direct shareholder feedback on pay structures; committee uses independent consultant (Radford), mitigating consultant conflicts .

RED FLAGS to monitor:

• Major shareholder affiliation/interlock via Longitude Capital (possible perceived conflicts in capital allocation or strategic transactions); ensure continued strict recusals and adherence to related-party review by the Audit Committee .
• Change-in-control full vesting of director RSUs—standard but can be viewed as enhanced entitlements; weigh alongside overall governance posture .

Director Compensation Detail (Reference)

Committee Membership Snapshot

Shareholder Vote (June 10, 2025)

This profile prioritizes governance efficacy and alignment signals based on Ceribell’s latest proxy and meeting results.