William Burke
About William W. Burke
William W. Burke (age 65) has served as an independent director of Ceribell, Inc. since June 2022 and is the Audit Committee Chair and a member of the Nominating Committee. He is an “audit committee financial expert” under SEC rules and determined independent under Nasdaq standards; the Board’s committees are composed entirely of independent directors, and the independent directors hold regular executive sessions. In 2024, the Board met 13 times; each director attended at least 75% of Board and committee meetings. Mr. Burke holds a B.A. in Finance from The University of Texas at Austin and an M.B.A. from The Wharton School of the University of Pennsylvania.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austin Highlands Advisors, LLC | President | Nov 2015–Jun 2024 | Corporate advisory experience; culture/financing/operating strategy insights enhance governance and strategy capabilities |
| IDEV Technologies, Inc. | EVP & CFO | Nov 2009–Aug 2013 (acquired by Abbott) | Senior finance leadership in medical devices; transaction experience |
| ReAble Therapeutics, Inc. | EVP & CFO | Aug 2004–Dec 2007; remained until Jun 2008 (sold to Blackstone; merged with DJO) | Strategic and finance leadership; M&A execution |
| Cholestech Corporation | CFO | Mar 2001–Aug 2004 | Diagnostics finance leadership |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Adtalem Global Education | Director | Public | Healthcare education company |
| Tactile Systems Technology | Director | Public | Medical technology therapies for chronic disorders |
| Nalu Medical | Director | Private | Minimally invasive solutions for neuropathic pain |
| EQ Health Acquisition Corp. | Director | Public/De-SPAC | Prior board service |
| Invuity, Inc. | Director | Acquired by Stryker (2018) | Prior public company board |
| LDR Holding Corporation | Director | Acquired by Zimmer Biomet (2016) | Prior public company board |
| Medical Action Industries Inc. | Director | Acquired by Owens & Minor (2014) | Prior public company board |
| Various companies | Board Chair/Lead Independent Director | Prior | Has served as board chair and lead independent director (specific entities not enumerated) |
Board Governance
- Committee assignments: Audit (Chair), Nominating and Corporate Governance (Member). Not on Compensation Committee.
- Independence: Board determined Mr. Burke is independent under Nasdaq rules; only the CEO (Dr. Chao) and consultant/co-founder (Dr. Parvizi) are not independent.
- Audit Committee expertise: Mr. Burke is designated an “audit committee financial expert” and meets Nasdaq “financial sophistication” criteria; committee oversees financial reporting, internal controls, cybersecurity risk, related-party approvals, and whistleblower processes.
- Meeting cadence and attendance: Board met 13 times; Audit (5), Compensation (10), Nominating (2). Each director attended ≥75% of applicable meetings.
- Board leadership: Chair of the Board is Rebecca (Beckie) Robertson; independent directors meet in executive sessions.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $36,984 | Pre-IPO period; reflects actual cash received in 2024 |
| Annual Cash Retainer (standard program, post-IPO) | $40,000 | Non-employee Board member retainer |
| Audit Committee Chair Additional Retainer | $20,000 | Applies given Burke’s chair role |
| Nominating Committee Member Additional Retainer | $5,000 | Non-chair member retainer |
Performance Compensation
| Equity Award | Grant Size / Fair Value | Vesting | Notes |
|---|---|---|---|
| IPO RSU Grant (automatic upon S-8 effective date) | 6,618 RSUs; grant-date fair value approx. $112,500 (computed at $17/share) | Vests on earlier of 1st anniversary or next annual meeting, subject to service | Applies to non-employee directors serving at IPO who continued service |
| Annual Director RSU (standard program, post-IPO) | RSUs equal to $150,000 ÷ 30-day avg price | Vests in full at earlier of 1-year or next annual meeting, subject to service | Eligibility requires ≥6 months of service prior to annual meeting |
| Initial Appointment RSU (standard program) | RSUs equal to $300,000 ÷ 30-day avg price | Vests in equal annual installments over 3 years, subject to service | For newly appointed/elected non-employee directors |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None (director equity awards are time-based RSUs; no performance metrics disclosed) |
Other Directorships & Interlocks
- Compensation Committee interlocks: None reported (no executive officer of Ceribell served on another entity’s compensation committee with reciprocity).
- Consultant independence: The Compensation Committee engaged Radford (Aon) as an independent compensation consultant; conflicts-of-interest assessment affirmed independence.
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; extensive CFO background across medtech and diagnostics.
- Governance: Prior service as board chair/lead independent director; risk oversight (financial reporting, cybersecurity), related-party review.
- Education: B.A. Finance (UT Austin); M.B.A. (Wharton).
Equity Ownership
| Metric | Amount | Percentage/Status |
|---|---|---|
| Shares outstanding owned (direct) | 1,945 | <1% of outstanding |
| Options exercisable within 60 days | 44,838 | Included in beneficial ownership calc |
| RSUs vesting within 60 days | 6,618 | Included in beneficial ownership calc |
| Total beneficially owned shares | 53,401 | <1% of outstanding |
| Outstanding Awards (12/31/2024) | Quantity |
|---|---|
| Options Outstanding at Fiscal Year End | 57,879 |
| Unvested Restricted Shares Outstanding at Fiscal Year End | 6,618 |
- Insider Trading Policy prohibits hedging, short sales, derivatives, margin purchases, and pledging of Ceribell stock—reducing alignment risks.
- Section 16(a) reporting: Company states all filing requirements were complied with in 2024.
Governance Assessment
- Strengths
- Independent director; Audit Chair with SEC-defined financial expertise; robust oversight of financial reporting and cybersecurity risk.
- Clear compensation structure with modest cash retainer and time-based RSUs; no performance metric gaming; hedging/pledging prohibited.
- Attendance: ≥75% across Board/committee meetings; Board and committee cadence supports active oversight.
- Potential Conflicts
- Multiple external directorships (Adtalem, Tactile Systems Technology, Nalu Medical) are disclosed; no related-party transactions involving Burke reported.
- RED FLAGS
- None observed: no pledging or hedging permitted; no related-party transactions tied to Burke disclosed; committees fully independent.
Overall signal: Burke’s audit leadership, independence, and medtech CFO background support board effectiveness and investor confidence. Equity ownership is modest, but RSU grants and outstanding options align incentives; policy prohibitions on hedging/pledging strengthen alignment.