Linda Liau
About Linda Liau
Linda M. Liau, 58, has served on ClearPoint Neuro’s Board since November 2021. She is Professor and W. Eugene Stern Chair of the Department of Neurosurgery at UCLA (since 2017), Co‑Director of the UCLA Brain Tumor Center, and PI/Director of the NCI‑designated UCLA Brain Tumor SPORE. Dr. Liau holds B.S./B.A. degrees from Brown University, an M.D. from Stanford, a Ph.D. in Neuroscience from UCLA, and an MBA from UCLA Anderson; she completed neurosurgery residency/fellowship at UCLA and is internationally recognized for immunotherapy research in glioblastoma and functional MRI mapping in awake brain tumor surgery .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCLA David Geffen School of Medicine | W. Eugene Stern Chair, Dept. of Neurosurgery | 2017–present | Department leadership; clinical and research oversight |
| UCLA Brain Tumor Center | Co‑Director | n/a (current) | Center strategy; translational programs |
| UCLA Brain Tumor SPORE (NCI) | Principal Investigator and Director | n/a (current) | Specialized Program of Research Excellence leadership |
| UCLA (post‑training faculty) | Faculty, Neurosurgery | Post-residency (dates not disclosed) | Clinical practice and research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCLA (Academic) | Professor (Neurosurgery) | n/a (current) | >200 peer‑reviewed articles; glioblastoma immunotherapy; fMRI mapping |
Board Governance
- Board and committee service: Member, Compensation Committee; committee met 4 times in 2024; Ms. Johnson (Chair), Mr. Richards, Dr. Liau .
- Independence: The Board determined Dr. Liau is independent under Nasdaq Rule 5605(a)(2); 6 of 8 directors (including Liau) are independent .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of Board/committee meetings during their service period; 7 directors attended the 2024 annual meeting .
- Board size/tenure: Eight directors; Liau joined in Nov 2021 .
- Governance structure: Fletcher is Chair; when Chair is not independent, the Corporate Governance & Nominating Chair acts as Lead Independent Director (framework described) .
Fixed Compensation
| Component (Non‑Employee Directors) | Amount | Notes |
|---|---|---|
| Board Annual Retainer (Director) | $40,000 | Paid quarterly; election to receive in stock permitted |
| Board Annual Retainer (Chairperson) | $75,000 | n/a to Liau |
| Audit Committee (Chair / Member) | $20,000 / $10,000 | Liau not on Audit |
| Compensation Committee (Chair / Member) | $15,000 / $7,500 | Liau is a member |
| Corporate Governance & Nominating (Chair / Member) | $12,000 / $7,500 | Liau not on CGN |
| Reimbursement | Reasonable travel/expenses | Standard |
2024 Director Compensation (Liau):
| Name | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Linda M. Liau | 47,344 | 134,995 (21,093 RSUs granted 5/16/2024) | — | 182,494 |
| Cash-to-Stock Election | 1,443 shares received in lieu of $11,719 cash fees |
Stock ownership guidelines: Directors must hold stock equal to 400% of annual base retainer (excluding committee fees); compliance monitored by CGN Committee (individual compliance status not disclosed) .
Performance Compensation
| Award Type | Grant Date | Shares | Grant‑Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSU (annual director grant) | 05/16/2024 | 21,093 | 134,995 | Vest on earlier of 1‑year anniversary or day immediately preceding next annual meeting | None disclosed (time‑based vesting) |
Equity program guardrails:
- No repricing of options/SARs without stockholder approval .
- Change‑of‑control: Committee may accelerate vesting/cancel for fair value/issue substitutes; options may be made fully exercisable for at least 10 days pre‑transaction; may cancel underwater awards for no consideration .
- Clawback: Subject to Company Compensation Recoupment Policy (adopted Oct 2023) and applicable law/exchange rules .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Liau |
PTC‑related board designation applies to Dr. Klein (PTC CEO), not Liau; PTC ceased to be a >5% holder in Aug 2024 .
Expertise & Qualifications
- Neurosurgery leader with translational oncology expertise (glioblastoma immunology, dendritic cell vaccines) and advanced intraoperative mapping (fMRI) .
- Extensive academic leadership (Department Chair, Center Co‑Director, SPORE PI), with >200 peer‑reviewed publications .
- Multi‑disciplinary training (MD, PhD Neuroscience, MBA), aligning with CLPT’s neuro‑interventions focus .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| Linda M. Liau | 65,259 | <1% | Includes 12,875 options exercisable within 60 days; 21,093 RSUs vesting within 60 days of 3/24/2025 |
| Director Option Overhang (DEIP) | 2,500 options outstanding under 2013 Non‑Employee Director Equity Incentive Plan; W.A. exercise price $41.60; expiring June 2025 |
Policies:
- Insider Trading Policy prohibits short sales and transactions in puts/calls; equity grant timing overseen by Compensation Committee .
- No pledging/hedging by directors disclosed; no director‑specific pledging reported .
Governance Assessment
- Strengths: Independence; deep domain expertise directly relevant to CLPT’s neuro device platform; service on Compensation Committee with verified independent consultant (Haigh & Company) and no conflicts; stable Board attendance; high say‑on‑pay support (~95% in 2024) signaling shareholder confidence .
- Alignment: Took a portion of cash fees in stock; receives standardized annual RSU grants; subject to 400% retainer ownership guideline (director‑level) .
- Conflicts/Related parties: None disclosed for Liau; no legal proceedings involving current directors/officers in past 10 years .
- RED FLAGS: None observed in filings (no related‑party transactions, no hedging/pledging conduct disclosed, no attendance or pay anomalies) .
Compensation Committee Analysis
- Composition: Johnson (Chair), Richards, Liau — all independent under Nasdaq standards .
- Meetings: 4 in 2024; oversees executive pay, equity plans, severance/CIC arrangements .
- Consultant: Haigh & Company engaged in 2024; independence assessed; no conflicts; provided benchmarking for executives/senior leadership .
- Pay policy signals: Equity‑heavy long‑term incentives; clawback policy in place; no option/SAR repricing without stockholder approval .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote on executive compensation: ~95% “FOR” in 2024; annual frequency recommended and historically supported .
Related Party & Interlocks Context (Board)
- PTC transactions (supply agreement, prior note investment, 2019 equity) disclosed; Dr. Klein is PTC’s designated director; PTC no longer >5% holder as of Aug 2024. No Liau involvement or interest disclosed in these transactions .
Director Compensation Schedule Reference
| Item | Details |
|---|---|
| Annual RSU for continuing non‑employee directors | $135,000 grant value; time‑based vesting (earlier of 1‑year or before next annual meeting) |
| New director RSU (first appointment) | $135,000 grant value; vest on first anniversary |
| Ability to receive cash retainers in stock | Permitted; directors may elect all/part of fees in common stock |
Committee Activity & Risk Oversight
- Board risk oversight distributed across full Board (strategic/financial/execution risks), Audit (financial reporting, legal, cybersecurity), Compensation (compensation risk), and CGN (governance, succession) .
Overall, Dr. Liau’s independence, relevant neurosurgical expertise, and Compensation Committee service support board effectiveness; no conflicts or red flags are disclosed; equity and ownership policies and her partial cash‑to‑stock election enhance alignment with shareholders .