Joseph Burnett
About Joseph Burnett
Joseph M. Burnett, 48, is Chief Executive Officer and President of ClearPoint Neuro (joined November 2017) and a director; he holds an MBA from Duke’s Fuqua School and a B.S.E. in Biomedical Engineering from Duke . Under his tenure, the company reported 31% year-over-year revenue growth in 2024 and reduced operational cash burn by 35% versus 2023, leading the Compensation Committee to award above-target bonuses for 2024 . Pay-versus-performance disclosures show total shareholder return rising to $137.08 for an initial $100 investment in 2024 (from $42.73 in 2023) while net losses persisted, highlighting a growth-at-scale strategy with improving stock performance despite negative net income . Burnett serves as CEO and director with the chair role separated (Chairman: R. John Fletcher); six of eight directors are independent, and the independent chair of Corporate Governance and Nominating acts as Lead Independent Director when needed to mitigate dual-role risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Philips | VP & GM, Neuro Diagnostics & Therapy | 2016–2017 | Led neuro business in a global health tech company |
| Philips (incl. Volcano) | SVP & Business Leader, Image Guided Therapy Devices; GM, Volcano | 2015–2016 | Oversaw IGT devices portfolio and integration post-acquisition |
| Volcano Corporation | EVP & GM, Coronary & Systems BU; prior roles | 2004–2015 | Grew coronary/systems businesses; device commercialization |
| Guidant Corporation | R&D Engineer, Product Manager | 1999–2004 | Early-stage device engineering and product roles |
| Duke University | Biomedical Engineering Researcher | 1998–1999 | Academic research foundation in biomedical engineering |
External Roles
No external public company directorships disclosed for Burnett in the proxy materials .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $517,692 | $537,692 |
| Salary Rate (as-of date) | $520,000 (Feb 6, 2023) | $540,000 (Feb 4, 2024) |
| Target Bonus % | 75% (as of Jan 1, 2023) | 90% (as of Jan 1, 2024) |
| All Other Compensation ($) | $12,424 | $14,587 |
Performance Compensation
Annual Incentive
| Component | Target | Actual | Basis |
|---|---|---|---|
| Annual Bonus for FY2024 (paid Q1 2025) | $486,000 | $680,400 | Committee cited 31% revenue growth and 35% cash burn reduction in 2024 |
Notes: Weightings and specific quantitative target thresholds for annual bonus were not disclosed; the Committee referenced above-plan performance and strategic financing initiatives (follow-on offering, ATM facility) .
Long-Term Incentives (Equity)
| Grant Type | Grant Date | Shares/Units | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU | May 20, 2024 | 212,071 | $1,299,995 | 20% on Mar 12, 2025; 40% on Mar 12, 2026 and Mar 12, 2027 |
| RSU | Mar 3, 2025 | 132,841 | $1,800,000 | 20% on 1st anniversary; 40% on 2nd and 3rd anniversaries |
| Option | Nov 7, 2017 | 350,000 (Exercisable) | — | Strike $2.50; Exp 11/7/2027 |
| Option | Aug 15, 2019 | 74,404 (Exercisable) | — | Strike $3.47; Exp 8/15/2029 |
| Option | Jul 9, 2020 | 52,356 (Exercisable) | — | Strike $3.24; Exp 7/9/2030 |
| Option | Aug 20, 2021 | 29,377 (Exercisable) | — | Strike $16.71; Exp 8/20/2031 |
| Option | Jun 10, 2022 | 28,046 (Exercisable); 18,697 (Unexercisable) | — | Strike $11.41; Exp 6/10/2032 |
| Option | Mar 6, 2023 | 7,901 (Exercisable); 31,605 (Unexercisable) | — | Strike $8.10; Exp 3/6/2033 |
None of the named executive officers exercised stock options in 2024, reducing mechanical sell pressure; vesting RSUs may create supply at future dates unless deferral/election applies .
Equity Ownership & Alignment
| Ownership Metric (as of Mar 24, 2025) | Value |
|---|---|
| Beneficially Owned Shares (#) | 848,017; 2.97% of outstanding |
| Breakdown | Includes 28,045 restricted shares with voting power and 557,885 options exercisable within 60 days |
| Shares Outstanding (basis for %) | 27,979,560 |
| CEO Ownership Guideline | Required = 500% of base salary |
| Base Salary (as of Feb 1, 2025) | $590,000 |
| Required Holding (Dollar) | $2,950,000 (computed 500% × $590,000) |
| Holding Value (approx.) | ~$11.7 million, using $13.78 share price on 3/24/2025 × 848,017 shares (13.78 × 848,017) |
Stock ownership guidelines count vested options as beneficial ownership; Burnett appears to exceed requirements materially at the record-date share price .
Employment Terms
| Term | Key Provision |
|---|---|
| Role & Start | CEO & President; agreement entered Nov 2017; amended Mar 2023 |
| Base Salary Floor | Cannot be less than $360,000; annual base may not be reduced >10% from prior year |
| Target Bonus | 40% of base (increased to 90% for 2024 per Committee decision) |
| Term & Renewal | Original 3-year term; auto-renews annually each Nov 7 unless non-renewal ≥90 days prior |
| Non-Compete/Non-Solicit | Confidentiality; assignment-of-inventions; non-compete during employment and for one year post-termination (subject to unenforceability post-employment in California); non-solicit provisions |
| Severance (No Cause/Good Reason/Non-renewal) | Lump sum: 1× base salary + average bonus for previous two years + $18,000; equity vesting accelerates: pre–Mar 3, 2023 awards fully vest; post–Mar 3, 2023 awards scheduled to vest within 12 months vest; option post-termination exercise windows per agreement |
| Change-of-Control (Double Trigger) | Equity fully vests upon CoC; if terminated without cause or for good reason within 2 months before or 12 months after CoC: 2× base + 2× average of two highest bonuses in prior three years + $18,000; option exercise window up to 3 years |
| Clawback | Compensation Recoupment Policy adopted Oct 2023; awards subject to clawback under Dodd-Frank/SOX and listing rules |
Board Governance
- Board service: Burnett has been a director since November 2017; current Board fixed at eight directors with annual elections .
- Independence: Six of eight directors are independent under Nasdaq rules; Burnett (CEO) is not independent .
- Leadership structure: Chairman is independent (R. John Fletcher); CEO role is separate; Lead Independent Director duties assigned to the independent Corporate Governance & Nominating chair when chair is not independent, supporting oversight and executive sessions .
- Committee composition (Burnett not listed as a member): Audit (Chair: Lynnette C. Fallon; members: Pascal E.R. Girin, R. John Fletcher) ; Compensation (Chair: B. Kristine Johnson; members: Linda M. Liau, Timothy T. Richards) ; Corporate Governance & Nominating (Chair: Timothy T. Richards; members: R. John Fletcher, Lynnette C. Fallon) .
- Attendance: Board held five meetings in 2024; all directors attended ≥75% of meetings; seven directors attended the 2024 Annual Meeting .
Director Compensation (context for dual-role)
- Employee directors (including Burnett) do not receive board fees; non-employee directors receive cash retainers and annual RSU grants valued at $135,000, with optional fee payment in stock .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay: ~95% approval in 2024, indicating strong shareholder support for executive pay .
- Peer benchmarking: Compensation Committee engaged independent consultant Haigh & Company in 2024; conducted conflict-of-interest assessment; peer market data informed salary/bonus decisions .
Risk Indicators & Red Flags
- Legal proceedings: None disclosed for current directors/executives in last 10 years .
- Hedging/pledging: Proxy references Insider Trading and Recoupment policies; specific hedging/pledging practices for Burnett are not separately disclosed in proxy .
- Equity repricing/modification: No repricing disclosed; plan allows Committee flexibility under CoC with fair value treatment and potential cancellation of underwater options .
- Option exercises: None by NEOs in 2024, suggesting limited forced selling from exercise taxes .
Detailed Vesting Calendar (Supply Considerations)
| Award | Next Vest Date(s) | Amount |
|---|---|---|
| 2024 RSU (212,071 units) | Mar 12, 2026 (40%); Mar 12, 2027 (40%) after 20% on Mar 12, 2025 | |
| 2025 RSU (132,841 units) | Mar 3, 2026 (20%); Mar 3, 2027 (40%); Mar 3, 2028 (40%) | |
| 2023 Options ($8.10) | 40% vests Mar 6, 2025; 40% Mar 6, 2026 (balance unexercisable as of 12/31/2024: 31,605) |
Upcoming RSU vesting dates could add sellable shares; however, Burnett materially exceeds ownership guidelines, aligning incentives to hold .
Multi-Year Compensation Summary
| Metric | 2023 | 2024 |
|---|---|---|
| Total Compensation ($) | $1,995,337 | $2,532,674 |
| Stock Awards ($) | $959,996 | $1,299,995 |
| Option Awards ($) | $232,225 | — |
| Non-Equity Incentive ($) | $273,000 | $680,400 |
Pay vs Performance (Company-level context)
| Year | Compensation Actually Paid to PEO ($) | TSR (Initial $100) | Net Income (Loss, $000s) |
|---|---|---|---|
| 2022 | $1,933,980 | $53.30 | (16,435) |
| 2023 | $1,460,479 | $42.73 | (22,089) |
| 2024 | $5,879,998 | $137.08 | (18,914) |
Investment Implications
- Alignment: Burnett’s ownership (~2.97%, ~$11.7m at $13.78) far exceeds the CEO guideline (500% of salary), reinforcing long-term alignment and reducing short-term sell pressure despite RSU vesting cadence .
- Incentive design: Cash bonus outcomes explicitly tied to operational performance (31% revenue growth; 35% burn reduction) and strategic financing, though specific weightings/targets are undisclosed—suggesting Committee discretion but directionally pay-for-performance .
- Retention and CoC economics: Double-trigger CoC provides 2× base and 2× average of two highest bonuses plus full equity vesting—competitive but could be dilutive if triggered; severance outside CoC at 1× base + average bonus with partial acceleration (post-2023 awards to 12 months) reduces cliff risk .
- Governance quality: Separation of chair/CEO, independent committees, strong attendance, and a 2023 clawback policy point to robust oversight, mitigating dual-role concerns from CEO-director status .
- Near-term trading signals: No option exercises in 2024; watch RSU vest dates (Mar 2026–Mar 2028) for potential supply; ESPP participation modest (3,500 shares purchased in 2024), indicating ongoing accumulation behavior rather than distribution .