Kristine Johnson
About B. Kristine Johnson
B. Kristine (“Kristine”) Johnson, age 73, has served as an independent director of ClearPoint Neuro (CLPT) since September 2019. She is a former President and General Partner of Affinity Capital Management (2000–2024) and spent 17 years at Medtronic in senior operating roles, including President of the Vascular and Tachyarrhythmia Management businesses and later Senior Vice President and Chief Administrative Officer (1998–1999) . She currently serves on the boards of AtriCure (Nasdaq: ATRC) and Paragon28 (NYSE: FNA) and was previously Lead Director of Piper Sandler’s board; she holds a B.A. from St. Olaf College (summa cum laude) and received NACD recognition for boardroom excellence in 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Affinity Capital Management | President & General Partner | 2000–2024 | Led venture investments in seed/early-stage healthcare; long-tenured healthcare investor |
| Medtronic, Inc. | Senior Vice President & Chief Administrative Officer; President, Vascular; President, Tachyarrhythmia Management; other roles | 17 years (SVP/CAO 1998–1999) | P&L and operating leadership across multiple device franchises |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AtriCure, Inc. (ATRC) | Director | Not disclosed | Current public company directorship |
| Paragon28, Inc. (FNA) | Director | Not disclosed | Current public company directorship |
| Piper Sandler | Lead Director (prior) | Not disclosed | Former role; NACD 2018 boardroom excellence recognition |
Board Governance
- Independence and service: Johnson is one of six independent directors (of eight nominees) under Nasdaq Rule 5605(a)(2) and joined the board in September 2019 .
- Committee assignments: Chair, Compensation Committee (other members: Linda M. Liau and Timothy T. Richards); the committee met four times in 2024 .
- Attendance and engagement: The board met five times in 2024; all directors attended at least 75% of board and applicable committee meetings. Seven directors attended the 2024 annual meeting, and the board encourages director attendance at annual meetings .
- Governance infrastructure and oversight: Audit (independent; 5 meetings in 2024) and Nominating/Governance committees are established; related-party transactions are reviewed under a formal policy; the company maintains an insider trading policy that, among other restrictions, prohibits short sales and trading in puts/calls .
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $40,000 | Non-employee director cash retainer |
| Compensation Committee Chair Retainer | $15,000 | Chair fee |
| Total Cash Fees Paid (2024) | $55,000 | Johnson’s 2024 cash compensation |
- Director fee policy (for reference): Board Chair $75,000; Director $40,000; Audit Chair/Member $20,000/$10,000; Compensation Chair/Member $15,000/$7,500; Nominating/Governance Chair/Member $12,000/$7,500 .
Performance Compensation (Equity; 2024)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSU (Annual Non-Employee Director Grant) | May 16, 2024 | 21,093 | $134,995 | Vests on the earlier of May 16, 2025 or immediately before the next annual meeting, subject to continued service | Time-based (no performance conditions disclosed) |
- Annual equity policy: Each continuing non-employee director receives an annual RSU grant valued at $135,000, vesting by the next annual meeting or first anniversary, whichever is earlier .
- 2024 director compensation mix (signal): Cash $55,000 vs. equity $134,995 (total $189,994), implying ~71% equity/at-risk alignment for 2024 (components from ).
Other Directorships & Interlocks
| Company | Type | Relationship/Notes |
|---|---|---|
| AtriCure (ATRC) | Public co. directorship | Current director |
| Paragon28 (FNA) | Public co. directorship | Current director |
| Piper Sandler | Public co. (prior role) | Former Lead Director; NACD 2018 excellence recognition |
- Related-party/Interlocks at CLPT: No related-person transactions disclosed involving Johnson. The proxy describes a legacy commercial/financing relationship with PTC Therapeutics and notes Dr. Matthew Klein (PTC CEO) serves as PTC’s designated director; PTC ceased to be a >5% holder in Aug 2024. Audit Committee oversees related-person transactions .
Expertise & Qualifications
- Senior operating executive in medtech (Medtronic) and long-tenured healthcare venture investor (Affinity Capital Management) .
- Public company board experience across multiple medtech franchises; prior lead-director experience and NACD recognition for boardroom excellence .
- Academic credentials: B.A., summa cum laude, St. Olaf College; Distinguished Alumni Award .
Equity Ownership (Alignment)
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 100,884 |
| Components included in beneficial ownership | 42,185 options exercisable within 60 days; 21,093 RSUs vesting within 60 days |
| Ownership as % of outstanding | <1% (as reported) |
| Shares outstanding (record date) | 27,979,560 (as of March 24, 2025) |
| Stock ownership guidelines (Directors) | 400% of annual base retainer (excludes committee retainers) |
| Hedging/pledging policy | Insider policy prohibits short sales and purchasing/selling put or call options; no pledge policy disclosed |
Note: Based on 100,884 shares and the record-date share price reference ($13.78 on Mar 24, 2025), holdings would approximate $1.39M vs. a $160k guideline (4×$40k), suggesting meaningful alignment; inputs cited above .
Governance Assessment
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Positive indicators:
- Independent director and Chair of the Compensation Committee; committee used an independent consultant (Haigh & Company) in 2024 with no conflicts found .
- Strong board engagement (board met 5×; all directors ≥75% attendance) and high say-on-pay support in 2024 (~95%), signaling investor confidence in pay programs .
- Director compensation structure is equity-heavy (≈71% of 2024 comp) via time-based RSUs, reinforcing alignment with shareholders .
- Formal policies for related-person transactions and insider trading (including prohibitions on short sales and options) and established committee oversight frameworks .
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Watch items / potential conflicts:
- Multiple external medtech directorships (AtriCure, Paragon28) increase network reach but warrant routine conflict screening; no Johnson-specific related-party dealings disclosed at CLPT .
- Pledging not specifically addressed in policy disclosures; no pledging by Johnson disclosed (would be a red flag if present) .
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Overall view: Johnson brings deep operating and investing experience in medtech, chairs the Compensation Committee with independent advisor support, and maintains strong ownership alignment. No attendance, legal, or related-party concerns are disclosed; governance structures (recoupment policy referenced in filings, related-party review, committee oversight) appear robust .