Raymond Woo
About Raymond Woo
Raymond Woo, Ph.D., age 43, is Chief Technology Officer at CeriBell, Inc. (CBLL) and has served in this role since February 2017, after joining the company in June 2016 as Vice President of Engineering . He holds a B.S. in electrical engineering and computer science from Duke University and a Ph.D. in electrical engineering from Stanford University . CBLL’s NEO bonus framework ties payouts to corporate performance metrics including revenue, R&D milestones, and operational excellence (75% weighting for corporate metrics and 25% for individual goals for Dr. Woo), with his target bonus set at 40% of base in 2024 and increased to 50% effective April 1, 2025 . Specific TSR, revenue growth, or EBITDA growth targets for Dr. Woo are not disclosed in company filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CeriBell, Inc. | Chief Technology Officer | Feb 2017 – Present | Not disclosed |
| CeriBell, Inc. | Vice President of Engineering | Jun 2016 – Feb 2017 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OptiMedica Corporation | Various roles | Sep 2011 – 2013 | Not disclosed |
| Abbott Medical Optics, Inc. | Global Head, Femtosecond Laser R&D | Aug 2013 – May 2016 | R&D leadership |
| Exponent Failure Analysis Associates | Senior Engineer | Jan 2009 – Sep 2011 | Engineering and scientific consulting |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2023 | 318,000 | 40% of base | 146,600 | Paid after certification; linked to corporate and individual goals |
| 2024 | 337,500 | 40% of base | 165,186 | Base adjusted to $342,000 effective Apr 1, 2024 |
| 2025 (effective Apr 1, 2025) | 444,000 | 50% of base | — | Changes approved Mar 10, 2025; reported Mar 14, 2025 |
Performance Compensation
Cash Bonus Structure (2024)
| Metric Category | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Corporate objectives: revenue, R&D milestones, operational excellence | 75% | 40% of base (target bonus) | Not disclosed | 165,186 | Cash paid in early 2025 after certification |
| Individual goals | 25% | 40% of base (target bonus) | Not disclosed | Included in total | Cash paid in early 2025 |
Option Awards and Vesting
| Vesting Commencement Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 6/11/2019 (fully vested) | 41,634 | — | 2.24 | 6/10/2029 | Fully vested |
| 6/10/2021 | 51,070 | 7,295 | 3.65 | 6/10/2031 | 1/48th monthly over 48 months |
| 4/1/2023 | 24,966 | 34,955 | 4.70 | 2/16/2033 | 1/48th monthly over 48 months |
| 4/1/2023 (shorter schedule) | 72,048 | 6,550 | 4.70 | 2/16/2033 | 1/24th monthly over 24 months |
| 4/1/2024 (shorter schedule) | 11,024 | 22,049 | 9.41 | 4/23/2034 | 1/24th monthly over 24 months |
2024 Grant Details: Granted 33,073 options at $9.406 on April 23, 2024; vest monthly over 2 years beginning May 1, 2024 (shorter 24-month schedule) . Company policy notes options are generally granted on a predetermined annual schedule, not timed around MNPI; post-IPO grants generally vest quarterly, though Woo’s 2024 grant follows a 24-month monthly schedule .
Company-wide performance-based option awards exist (40,854 outstanding as of Sep 30, 2025; 118,999 as of Dec 31, 2024), but related expense was not material; the company recognizes expense only when achievement is probable. Individual allocation to Dr. Woo is not disclosed .
Equity Ownership & Alignment
| As of April 11, 2025 | Outstanding Shares Beneficially Owned | Shares Exercisable Within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Raymond Woo, Ph.D. | 464,871 | 230,345 | 695,216 | 1.9% |
- Hedging and pledging are prohibited under CBLL’s Insider Trading Policy (also bans short sales and margin purchases), mitigating misalignment and collateral risk .
- Stock ownership guidelines for executives are not disclosed; director compensation and RSU deferral provisions are detailed separately for non-employee directors .
- Equity plan capacity: 6,145,880 securities issuable upon exercise of outstanding awards; 4,416,309 remaining available for issuance as of Dec 31, 2024 (evergreen features in 2024 Plan and ESPP) . Vesting and grant timing policies emphasize avoidance of MNPI windows .
Employment Terms
| Provision | Terms for Dr. Woo (NEO) |
|---|---|
| Employment agreement | Provides position, salary, target bonus, and equity grants |
| Severance (outside CIC period) | If terminated without cause or resigns for good reason: base salary continuation for 12 months (if >1 year employed), or 6 months (if <1 year); COBRA reimbursements for same duration |
| Severance (during CIC period) | If terminated without cause or resigns for good reason: base salary continuation for 12 months; 100% accelerated vesting of unvested, time-based equity awards (excludes performance-based awards); lump sum equal to 1x target annual bonus; 12 months COBRA reimbursements |
| 280G/4999 excise tax | “Best-of” cutback: pay full amount or reduce to avoid excise tax, whichever yields greatest after-tax benefit |
| Conditions | Requires timely release of claims, continued compliance with confidentiality/invention assignment, and non-disparagement |
| Clawback | Policy to recoup erroneously awarded incentive compensation for Section 16 officers within the 3 fiscal years preceding a required restatement (NASDAQ 10D compliance) |
| Non-compete / Non-solicit | Not disclosed in filings |
Investment Implications
- Pay-for-performance linkage: Woo’s cash bonus is predominantly tied to corporate metrics (revenue, R&D milestones, operational excellence) with documented payout; target bonus increased to 50% and base to $444k for 2025, signaling emphasis on at-risk compensation aligned with execution of technology and product objectives .
- Retention and supply overhang: Significant unexercised options across multiple vintages with ongoing monthly vesting (notably 2023–2024 grants at $4.70 and $9.41) support retention but can create sustained incremental supply as awards vest; several larger 2019–2021 tranches are already fully or largely vested .
- Alignment and risk controls: Beneficial ownership of ~1.9% and policy bans on hedging/pledging support alignment; clawback policy reduces governance risk around restatements; no tax gross-ups disclosed; CIC terms provide standard single-trigger cash severance for termination during CIC period plus full acceleration of time-based awards, which is shareholder-acceptable relative to CEO multiples .
- Governance oversight: Independent Compensation Committee chaired by Rebecca Robertson and use of Radford with affirmed independence reduces consultant conflict risk; as an Emerging Growth Company, CBLL has reduced compensation disclosure obligations and may be exempt from say-on-pay, limiting external feedback mechanisms in the near term .