Lucian Iancovici

About Lucian Iancovici, M.D.

Independent director since December 2020; age 43; physician-investor with a BA in economics and an MD from Tufts University, board-certified in internal medicine, trained at Columbia University Medical Center; currently a Managing Director at TPG focusing on healthcare investing. Tenure at Ceribell reflects blended clinical and investment expertise, with prior leadership of Qualcomm Life Fund and dRx Capital (Novartis/Qualcomm JV) in digital health .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Nominating and Corporate Governance Committee Chair .
• Independence: Board determined he is independent under Nasdaq and SEC rules; all three standing committees comprise independent directors .
• Attendance/engagement: In 2024, the Board met 13 times; each director attended at least 75% of Board and applicable committee meetings; independent directors hold regular executive sessions .
• Election signal: 2025 annual meeting vote—For: 19,009,795; Withheld: 3,221,457; Broker non-votes: 1,090,816, materially higher withholds vs co-nominee Bakker (2,031,435), indicating some investor reservations .

Committee Memberships

Fixed Compensation

• Director fees program (post-IPO): Base Board retainer $40,000; Chair of Board $45,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; non-Chair committee retainers: Audit $10,000; Compensation $7,500; Nominating $5,000 .
• 2024 actuals for Iancovici: elected not to receive any cash fees or equity compensation due to employment with TPG Global, LLC (affiliate of The Rise Fund Clearthought, a significant CBLL stockholder)—Fees earned: $0; Stock awards: $0; All other compensation: $0 .

Performance Compensation

• Program design (directors): Time-based RSUs—not performance-linked; initial RSU grant $300,000 value vesting over three years, annual RSUs $150,000 value vesting by next annual meeting; optional deferral of settlement; full vesting upon change in control .
• IPO RSU grants: non-employee directors serving at IPO automatically granted 6,618 RSUs (value $112,500 at $17 IPO price), vesting by first anniversary/next annual meeting; Iancovici did not accept compensation, and no RSUs are shown outstanding for him .

Other Directorships & Interlocks

• Significant holder interlock: Employed by TPG; entities affiliated with The Rise Fund Clearthought L.P. beneficially own 3,967,422 shares (11.0%). Affiliation disclosed via Schedule 13G details; underscores potential perceived alignment with a major shareholder .
• Additional >5% holders include FMR LLC (12.6%), Longitude Venture Partners IV (6.9%), among others; relevant for network and influence mapping on the board .

Expertise & Qualifications

• Medical credentials: Board-certified internal medicine; clinical training at Columbia University Medical Center .
• Investment/operational expertise: Digital health venture leadership (Qualcomm Life Fund, dRx Capital), private equity governance at TPG; BA in economics; MD—dual disciplinary perspective valuable for medtech strategy and commercial execution .

Equity Ownership

• Note: Beneficial ownership table reports no holdings for Iancovici; no pledging or hedging disclosed, and company Insider Trading Policy prohibits hedging and pledging by covered insiders .

Governance Assessment

• Strengths: Independent status; chairs Nominating Committee and serves on Compensation Committee; regular executive sessions; committee charters and use of independent compensation consultant (Radford) with no conflicts; robust related-party transaction policy and Audit Committee oversight .
• Alignment risks: No disclosed personal CBLL equity ownership and elected non-receipt of director compensation, which may limit direct economic alignment to CBLL’s stock performance .
• Conflict watchpoints: Employment with TPG alongside The Rise Fund Clearthought’s 11.0% ownership creates a potential perception of influence; requires continued transparency and recusals where appropriate. His leadership of Nominating heightens sensitivity to director slate/committee composition decisions amid this interlock .
• Shareholder signal: Elevated withhold votes versus co-nominee (3.22M withheld vs 2.03M), suggesting some investor concern—monitor engagement and responsiveness to governance feedback before 2026 meeting .
• EGC context: As an emerging growth company, Ceribell does not conduct say-on-pay; investors may scrutinize director independence/ownership more heavily until full governance voting norms apply .

2025 Election Results (Class I Directors)

RED FLAGS

• Major-holder interlock via TPG employment (Rise Fund Clearthought 11.0%): potential conflict in transactions, capital allocation, or board composition—requires robust recusal and disclosure .
• No director equity ownership reported: reduced “skin-in-the-game” alignment relative to standard director RSU grants .
• Elevated withhold votes in 2025 election vs co-nominee: investor confidence watchpoint .