John Fletcher
About R. John Fletcher
R. John Fletcher, age 79, has served on ClearPoint Neuro’s Board since May 2017 and is currently Chairman of the Board. He founded healthcare consulting and venture firm Fletcher Spaght in 1983 and previously was a Senior Manager at Boston Consulting Group; he is designated by the Board as an audit committee financial expert. Fletcher holds an MBA (Southern Illinois), MS in International Finance (Central Michigan), BBA (George Washington), and was an Instructor/Ph.D. candidate at Wharton; he also served as a Captain and jet pilot in the U.S. Air Force .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fletcher Spaght | Founder; Managing Partner emeritus | Founded 1983; active | Healthcare strategy, venture investing; devices/biopharma focus |
| The Boston Consulting Group | Senior Manager | Prior to 1983 | Healthcare and high-tech advisory |
| Spectranetics | Director | Until acquisition by Philips in Aug 2017 | Led turnaround; NACD Director of the Year (2018) recognizing results |
| U.S. Air Force | Captain; jet pilot | Prior | Aviation leadership experience |
| Wharton School | Instructor; Ph.D. Candidate | Prior | Teaching and research credentials |
External Roles
| Organization | Role | Notes |
|---|---|---|
| KORU Medical Systems (Nasdaq: KRMD) | Director | Public company board |
| OptiNose, Inc. (Nasdaq: OPTN) | Director | Public company board |
| Metabolon | Director | Private company board |
| Beth Israel Deaconess Medical Center | Board of Advisors | Healthcare institution advisory role |
| Whitehead Institute at MIT | Board of Advisors | Research institute advisory role |
Board Governance
- Board Chair: R. John Fletcher; CEO is separate (Joseph Burnett), giving oversight/day-to-day separation .
- Independence: Board determined Fletcher is independent under Nasdaq Rule 5605; six of eight directors are independent .
- Committee memberships: Audit Committee member; Corporate Governance & Nominating Committee member; Audit chair is Lynnette C. Fallon; Corporate Governance & Nominating chair is Timothy T. Richards; Compensation chair is B. Kristine Johnson .
- Audit expertise: Board designated Fletcher an “audit committee financial expert” .
- Meetings and attendance: Board met five times in 2024; all directors attended ≥75% of Board/committee meetings they served; seven directors attended the 2024 Annual Meeting .
- Lead Independent Director framework: When the Chair is not independent, the CG&N chair acts as Lead Independent Director; current Chair (Fletcher) is independent .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Chair annual retainer (cash) | $75,000 | Paid quarterly in arrears |
| Director annual retainer (cash) | $40,000 | Paid quarterly in arrears |
| Audit Committee: Chair / Member | $20,000 / $10,000 | Annual retainers |
| Compensation Committee: Chair / Member | $15,000 / $7,500 | Annual retainers |
| Corporate Governance & Nominating: Chair / Member | $12,000 / $7,500 | Annual retainers |
| Equity: standard annual RSU grant for non-employee directors | $135,000 | Vests on earlier of 1-year anniversary or day before next annual meeting |
2024 compensation for Fletcher:
| Year | Fees Earned (Cash) | Equity Awards (Grant-date FV) | All Other | Total |
|---|---|---|---|---|
| 2024 | $92,204 | $134,995 | — | $227,616 |
Notes:
- Election in lieu of cash: Fletcher elected to receive 2,812 common shares instead of $22,829 cash fees under the director plan .
- Annual RSU grant: On May 16, 2024, all non-employee directors received 21,093 RSUs (grant-date price $6.40) valued at ~$134,995; vest on earlier of May 16, 2025 or the day immediately preceding the next annual meeting .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Annual RSU (non-employee director) | May 16, 2024 | 21,093 | $134,995 | Earlier of first anniversary (May 16, 2025) or day before next annual meeting |
Performance metrics tied to director equity are not disclosed; RSUs vest time-based per the Non‑Employee Director Compensation Plan .
Other Directorships & Interlocks
| Company | Ticker | Sector link to CLPT | Potential Interlock/Conflict Note |
|---|---|---|---|
| KORU Medical Systems | KRMD | Medtech | External public directorship; no CLPT related-party transaction disclosed |
| OptiNose, Inc. | OPTN | Biopharma | External public directorship; no CLPT related-party transaction disclosed |
| Metabolon | — | Life sciences | External private directorship; no CLPT related-party transaction disclosed |
Related-party and arrangements:
- Proxy discloses significant related transactions with PTC Therapeutics (supply agreement revenues and prior note) and PTC’s right to designate Matthew Klein; no involvement by Fletcher in these transactions is disclosed .
Expertise & Qualifications
- Healthcare strategy and venture investing; deep device/biopharma exposure (cardiology, orthopedics, neuro) .
- Audit committee financial expert designation by CLPT Board .
- Recognized board leadership: NACD Director of the Year (2018) for Spectranetics turnaround .
- Advanced degrees: MBA, MS (International Finance), BBA; Instructor/Ph.D. candidate at Wharton .
- Military leadership: U.S. Air Force Captain and jet pilot .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 167,225 | Includes 72,185 options and 21,093 RSUs vesting within 60 days |
| % of shares outstanding | <1% | Based on 27,979,560 shares outstanding (March 24, 2025) |
| Options exercisable (≤60 days) | 72,185 | Included in beneficial ownership |
| RSUs vesting (≤60 days) | 21,093 | Included in beneficial ownership |
| Director ownership guidelines | 400% of base retainer | Directors must meet within 5 years; beneficial ownership includes vested options |
Insider trading and hedging:
- Policy prohibits short sales and put/call option transactions by directors/officers/employees; maintains insider trading compliance controls .
Governance Assessment
- Board effectiveness: Fletcher’s dual role as independent Chair plus designation as audit committee financial expert supports oversight quality; separation from CEO provides balance .
- Independence and attendance: Independent under Nasdaq rules; met attendance expectations (≥75% of Board/committee meetings) .
- Director pay mix and alignment: Cash retainers plus annual time-based RSUs ($135k) with optional stock in lieu of cash indicate equity alignment; stock ownership guidelines require 400% of base retainer .
- Compensation oversight signals: Compensation Committee engages independent consultant Haigh & Company (independence verified); 2024 say-on-pay approval ~95% indicates broad shareholder support for comp oversight .
- Conflicts/related parties: No related-party transactions involving Fletcher disclosed; principal related-party items pertain to PTC and its designated director Matthew Klein .
- Red flags: Company reports no director legal proceedings in past 10 years ; equity plans prohibit repricing without shareholder approval, and include clawback provisions aligned with Dodd‑Frank/SOX .
Overall, disclosed information indicates strong governance practices with independent board leadership, audit expertise, robust ownership guidelines, and no disclosed conflicts involving Fletcher. Continued monitoring of external board roles and equity ownership guideline compliance is advisable as part of ongoing governance review .