Pascal Girin
About Pascal E.R. Girin
Independent director at ClearPoint Neuro (CLPT), age 65, serving since September 2014. Girin is President and CEO of Balt SAS (since September 2016), a private neurovascular devices company; prior executive roles include EVP/COO at Wright Medical (2012–2015), CEO of Keystone Dental (2011–2012), and senior leadership at ev3 and Baxter; educated at the French Ecole des Mines. Board determined he is independent under Nasdaq Rule 5605(a)(2); he attended at least 75% of board and committee meetings in 2024, with the board meeting five times.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wright Medical Technology, Inc. | EVP & COO | Nov 2012 – Oct 2015 | Company merged with Tornier N.V. forming Wright Medical Group N.V. |
| Keystone Dental Inc. | President & CEO | Feb 2011 – Jun 2012 | Led company through merger with Southern Implants Inc. |
| Keystone Dental Inc. | EVP & COO | Oct 2010 – Feb 2011 | Operational leadership prior to CEO role |
| ev3 Inc. | COO | Jul 2010 – Sep 2010 | Served after Covidien acquisition |
| ev3 Inc. | EVP & COO | Jan 2010 – Jul 2010 | Global operations and integration |
| ev3 Neurovascular Inc. | EVP & President, Worldwide Neurovascular & International | Jul 2008 – Jan 2010 | Led neurovascular and international businesses |
| ev3 International | SVP & President, International | Jul 2005 – Jul 2008 | Drove international growth |
| ev3 Inc. | General Manager, Europe | Sep 2003 – Jul 2005 | European leadership |
| BioScience Europe, Baxter Healthcare | Various roles; most recently Vice President | Sep 1998 – Aug 2003 | Operations/management experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Balt SAS (private) | President & CEO | Sep 2016 – Present | Leads global expansion in neurovascular disease treatment |
| Tornier N.V. (public, historical) | Director | Nov 2010 – Nov 2, 2012 | Nominating, Corporate Governance, and Compliance Committees |
Board Governance
- Current committee assignments: Audit Committee member; Audit Chair is Lynnette C. Fallon. Audit Committee met five times in 2024.
- Independence: Board determined Girin is independent under Nasdaq Marketplace Rules; six of eight nominees are independent.
- Attendance: Board held five meetings in 2024; all directors attended 75%+ of board and committee meetings for periods served; seven directors attended the 2024 annual meeting.
- Risk oversight: Audit Committee oversees financial reporting, legal, cybersecurity, and approves all related person transactions per policy.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual retainer (director) | $40,000 | Paid quarterly in arrears; directors may elect stock in lieu of cash. |
| Board annual retainer (chairperson) | $75,000 | Not applicable to Girin. |
| Audit Committee chair retainer | $20,000 | Not applicable to Girin (member). |
| Audit Committee member retainer | $10,000 | Applicable to Girin. |
| Compensation Committee chair/member retainers | $15,000 / $7,500 | Girin not on Compensation Committee. |
| Corporate Governance & Nominating chair/member retainers | $12,000 / $7,500 | Girin not on this committee. |
| 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Pascal E.R. Girin | $53,417 | $134,995 | — | $192,654 |
- Fee election: Girin elected to receive 3,352 shares of common stock in lieu of $26,542 cash fees (under the Non‑Employee Director Compensation Plan).
- Program basis: Non‑employee director compensation plan last restated May 2023.
Performance Compensation
| Equity Award | Grant Date | Units | Grant Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual) | May 16, 2024 | 21,093 | $134,995 | Vest on earlier of May 16, 2025 or day immediately preceding next annual meeting after 2024 meeting | None (time‑based vesting only) |
- Company closing share price on May 16, 2024 was $6.40 (basis for valuation under ASC 718).
- Equity awards for directors are granted under the 2013 Incentive Compensation Plan; legacy DEIP options remain outstanding company‑wide (2,500 shares, WAE $41.60, expiring June 2025), but director awards now issued under the Incentive Plan.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Tornier N.V. | Former director (2010–2012) | Historical; no current interlock disclosed. |
| Balt SAS | Current CEO | Same therapeutic area (neurovascular devices) as CLPT’s neurosurgical focus; no related transactions disclosed with Balt; Audit Committee reviews any related person transactions. |
Expertise & Qualifications
- Nearly three decades in medical devices; deep international and neurovascular operating experience.
- Engineering education at French Ecole des Mines.
- Brings industry and international market insight; complements Audit risk oversight focus.
Equity Ownership
| Holder | Beneficially Owned Shares | Components (Options/RSUs within 60 days) | % of Shares Outstanding |
|---|---|---|---|
| Pascal E.R. Girin | 169,896 | 74,310 options; 21,093 RSUs | <1% of 27,979,560 shares outstanding (as of Mar 24, 2025) |
- Ownership guidelines: Non‑employee directors must own shares equal to 400% of annual base retainer (excluding committee retainers); compliance required by the later of adoption (June 2021) or five years from appointment. Beneficial ownership includes vested options and other awards. Company does not disclose individual compliance status.
- Insider trading and hedging: Policy prohibits short sales and buying/selling put or call options; maintains an Insider Trading Compliance Policy.
- Pledging: No explicit pledging prohibition disclosed in cited sections.
Governance Assessment
- Strengths: Independent director; active Audit Committee member with explicit oversight of related party transactions; strong medical device operating background; elected to take equity in lieu of cash fees (alignment signal).
- Attendance & engagement: Met 75%+ attendance threshold with a five‑meeting board year; Audit Committee met five times; supports robust oversight cadence.
- Compensation mix: Director comp uses modest cash retainers and time‑vested RSUs; no performance metrics tied to director equity (typical for directors), but equity election increases ownership alignment.
- Conflicts/related party exposure: No related person transactions disclosed involving Girin or Balt SAS; Audit Committee policy requires pre‑approval and arm’s‑length terms; ongoing committee oversight mitigates risk.
- RED FLAGS: None disclosed for Girin—no legal proceedings, no family relationships, no hedging via derivatives permitted; monitor potential industry overlap with Balt SAS though no transactions are reported.
Overall, Girin presents as an experienced, independent director with audit oversight participation and visible equity alignment through RSUs and stock‑in‑lieu elections; lack of disclosed related transactions with his external CEO role reduces conflict risk, but adjacency in neuro markets warrants routine monitoring through the Audit Committee’s related‑party process.