Timothy Richards
About Timothy T. Richards
Timothy T. Richards is 67 and has served on ClearPoint Neuro’s Board since March 2014. He is Chief Business Officer at Jana Care (since December 2021), with prior senior roles at YourBio Health, Facet Technologies, Covidien (including President of VNUS Medical Technologies post‑acquisition), B. Braun Medical (SVP/CMO, Executive Board), and Becton Dickinson; the Board cites his leadership and expertise in general management, manufacturing/R&D operations, and commercial strategy as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jana Care | Chief Business Officer | Since Dec 2021 | Senior commercial leadership in chronic disease testing/monitoring |
| YourBio Health (formerly Seventh Sense BioSystems) | Chief Commercial Officer | Not disclosed | Commercial leadership in diagnostics |
| Facet Technologies, LLC | President | Not disclosed | Supplier to major diagnostic companies |
| Covidien | U.S. President, Patient Care & Safety Products; President, VNUS Medical Technologies (post-2009 acquisition) | VNUS role since 2009; other dates not disclosed | Integration and BU leadership post acquisition |
| B. Braun Medical, Inc. | SVP, Chief Marketing Officer; Executive Board member | Oct 2003–Oct 2008 | Executive Board responsibilities |
| Becton Dickinson & Company | Progressive leadership roles (U.S. and Asia) | Not disclosed | Global operational and commercial experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Jana Care | Chief Business Officer | Private | Chronic kidney and heart disease testing/monitoring |
No other public company directorships are disclosed in the proxy biography for Mr. Richards .
Board Governance
- Independence: The Board determined Richards is independent under Nasdaq Rule 5605(a)(2) in both 2024 and 2025 .
- Committee assignments:
- Chair, Corporate Governance & Nominating Committee (CG&N) in 2025; CG&N members: Fletcher, Richards, Fallon; 5 meetings in 2024 .
- Member, Compensation Committee in 2025; Compensation Committee members: Liau, Johnson (Chair), Richards; 4 meetings in 2024 .
- Not listed as Audit Committee member; Audit Committee members: Girin, Fletcher, Fallon (Chair); 5 meetings in 2024 .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of Board/Committee meetings; 7 directors attended the 2024 annual meeting. In 2023, Board met 6 times; all directors attended ≥75%; 5 directors attended the 2023 annual meeting .
- Lead Independent Director mechanism: When the Chair is not independent, the CG&N Chair acts ex officio as Lead Independent Director per Board policy .
Fixed Compensation
Director fee structure (as restated May 2023):
| Component | Amount ($) |
|---|---|
| Board Chair annual retainer | 75,000 |
| Non-employee director annual retainer | 40,000 |
| Audit Chair annual retainer | 20,000 |
| Audit member annual retainer | 10,000 |
| Compensation Chair annual retainer | 15,000 |
| Compensation member annual retainer | 7,500 |
| CG&N Chair annual retainer | 12,000 |
| CG&N member annual retainer | 7,500 |
Richards’ reported director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 59,757 | 58,962 |
| Stock Awards ($) (grant-date fair value) | 134,994 | 134,995 |
| Total ($) | 194,751 | 194,751 |
| Election to take cash fees in stock | 6,730 shares in lieu of $44,882 | 5,429 shares in lieu of $44,087 |
Non-employee director equity plan note: Legacy DEIP had 2,500 options outstanding as of Dec 31, 2024 (weighted average exercise price $41.60; expiring June 2025); current director stock awards are made under the 2013 Incentive Compensation Plan .
Performance Compensation
Annual director equity awards (time-based vesting):
| Grant | Shares/Value | Vesting | Pricing |
|---|---|---|---|
| Annual RSU grant on May 16, 2024 | 21,093 RSUs; $134,995 grant-date fair value | Vests on earlier of May 16, 2025 or day immediately preceding next annual meeting, subject to continued service | Company closing price $6.40 on grant date |
Compensation consultant: Haigh & Company engaged; independence assessed; provided executive and director benchmarking to the Compensation Committee in 2024 . In 2023, Haigh & Company advised on modifications to non-employee director equity compensation and provided benchmarking for executives .
Stock ownership guidelines: Non-employee directors must hold shares equal to 400% of the annual base retainer (excluding committee retainers); compliance required within five years of appointment or guideline adoption (June 2021) .
Other Directorships & Interlocks
No current public company boards or disclosed interlocks for Richards in CLPT’s proxy biography; committee memberships at CLPT noted above .
Expertise & Qualifications
The Board highlights Richards’ extensive leadership in general management, manufacturing and R&D operations, commercial management, and strategy across diagnostics and medical devices, including U.S. and Asia experience with BD, senior executive roles at B. Braun, Covidien/VNUS, Facet Technologies, YourBio, and Jana Care .
Equity Ownership
| Metric | 2024 (as of Mar 18, 2024) | 2025 (as of Mar 24, 2025) |
|---|---|---|
| Shares beneficially owned (Richards) | 134,731 | 161,253 |
| % of shares outstanding | <1% (*) | <1% (*) |
| Shares outstanding (reference for table) | 27,069,568 | 27,979,560 |
Ownership definition includes shares issuable within 60 days from vesting/exercise of RSUs/options and certain trusts/household holdings per SEC rules .
Additional Shareholder Voting Signals
Director election (2024 Annual Meeting vote results):
| Candidate | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Timothy T. Richards | 11,625,429 | 562,770 | 6,843,085 |
Say‑on‑pay advisory vote (2024 Annual Meeting):
| For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|
| 11,126,888 | 629,515 | 431,796 | 6,843,085 |
Governance Assessment
- Independence and oversight: Richards is an independent director and chairs CG&N (governance/succession oversight), and serves on the Compensation Committee—positions central to board effectiveness and pay governance .
- Engagement: Board and committees met regularly in 2024 (Board: 5; CG&N: 5; Compensation: 4; Audit: 5), with directors meeting the ≥75% attendance threshold; his role as CG&N Chair suggests active engagement in governance processes .
- Alignment: Richards repeatedly elected to receive a substantial portion of cash fees in stock (5,429 shares for ~$44,087 in 2024; 6,730 shares for ~$44,882 in 2023), signaling alignment with shareholders alongside annual RSU grants with time‑based vesting .
- Shareholder sentiment: Richards had comparatively higher “withheld” votes (562,770) versus some nominees in 2024; while all directors were elected, this is a mild watchpoint on investor support that the board should monitor .
- Policies and conflicts: No related‑party transactions involving directors were disclosed; the Audit Committee must pre‑approve any such transactions. The company prohibits short sales and option transactions under its Insider Trading/Hedging Policy; no director/executive legal proceedings were reported over the last 10 years—supportive governance signals .
RED FLAGS: None disclosed for related‑party transactions or legal proceedings; mild watchpoint on higher withheld votes in Richards’ 2024 director election .