Chuck Brynelsen
About Chuck R. Brynelsen
Chuck R. Brynelsen, age 68, is Chairman of the Board at Envoy Medical, Inc. (Nasdaq: COCH) and has served as a director since 2023; the Board has determined he is an independent director under Nasdaq rules . He brings decades of medical device leadership, including President of Abbott Vascular (2017–2021), senior roles at Medtronic and Covidien, CEO of IntraPace, and a Venture Partner role at SpringRock Ventures since 2015 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abbott Vascular | Senior Vice President and President | 2017–2021 | Led vascular portfolio; global operations leadership |
| Medtronic Early Technologies | Senior Vice President and President | 2015–2016 | Early technologies leadership, innovation focus |
| Covidien Early Technologies | Global President | 2013–2015 | Early tech portfolio, commercialization |
| IntraPace | Chief Executive Officer | 2005–2012 | CEO turnaround and growth |
| Medtronic | Commercial, corporate, international and GM roles | 1981–2005 | Broad operating leadership in medtech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SpringRock Ventures | Venture Partner | 2015–Present | Investor focus in digital health and devices |
| Alebra Technologies (private) | Director | 2010–Present | Private company board service |
| Neuspera Medical (private) | Director | 2022–2023 | Private company board service |
Board Governance
- Board leadership and independence: Chairman of the Board; Board determined independent under Nasdaq rules .
- Board class and term: Class II director; stood for re‑election in 2025 to serve a term through the 2028 annual meeting .
- Committee assignments (current): Compensation Committee member; Nominating & Corporate Governance Committee member .
- Audit Committee membership: Not a member; Audit Committee comprised of Kantor (Chair), Patel, Smith‑Gomez .
- Attendance and engagement:
- 2024 Board met 8 times; all directors other than Mr. Taylor attended ≥75% of Board and committee meetings (implies Brynelsen meets threshold) .
- Independent directors meet in executive session; Audit Committee held executive sessions at each regular meeting .
- Attended 2024 Annual Meeting of Stockholders .
- Committee composition changes: In June 2024, Crowe appointed and added to Compensation Committee following Haring‑Smith’s resignation as Compensation Committee Chair, indicating refresh in committee composition .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee/Chair Fees (Cash) | Total Cash |
|---|---|---|---|
| 2024 | $100,000 | Not disclosed | $100,000 |
| 2023 | $25,000 | Not disclosed | $25,000 |
Notes:
- The company pays annual cash retainers for board and committee service; details on committee and chair fee levels were not disclosed .
Performance Compensation
| Year | Option Awards (Grant‑date fair value) | Equity Type | Vesting/Terms |
|---|---|---|---|
| 2024 | $0 (none shown) | N/A | N/A |
| 2023 | $99,167 | Stock options (director awards under 2023 Plan) | Standard director equity; specific vesting schedule not disclosed for Brynelsen |
Program features:
- Non‑employee directors to receive annual equity (restricted stock) in future; details not yet determined, subject to plan limits .
- Equity awards under 2023 Equity Incentive Plan include options/RSUs/performance awards; awards are subject to clawback per listing standards .
Other Directorships & Interlocks
| Category | Entities |
|---|---|
| Current public company boards | None disclosed |
| Private company boards | Alebra Technologies; Neuspera Medical (former) |
| Roles at other companies (committee positions) | Not disclosed |
| Potential interlocks with COCH competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Deep medtech operating experience across product development, clinical/regulatory, manufacturing, and strategic planning; senior P&L roles at Abbott, Medtronic, Covidien .
- Venture investing and board oversight experience at private companies .
- Board composition reflects majority independence; governance charters and Code of Ethics in place .
Equity Ownership
| Date (Shares Outstanding Reference) | Shares Beneficially Owned | % of Class A Outstanding | Notes |
|---|---|---|---|
| Sep 30, 2024 (19,618,492 shares) | 52,517 | <1% (“*”) | Represents shares issuable upon exercise of options |
| Apr 10, 2025 (21,326,619 shares) | 55,122 | <1% (“*”) | Represents shares issuable upon exercise of options |
| Oct 2, 2025 (23,809,975 shares) | 107,726 | <1% (“*”) | Includes 57,726 shares issuable upon option exercise |
Alignment policies:
- Insider Trading Policy prohibits directors/officers from margin accounts and hedging/monetization transactions (collars, swaps, etc.) .
Say‑on‑Pay & Shareholder Feedback
| Proposal (2024 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 11,117,644 | 29,673 | 19,401 | 2,030,681 |
| Frequency (advisory) – One‑year recommendation | 11,135,620 | 11,789 (2 yrs) | 3,139 (3 yrs) | 16,170 (abstain) |
Implication: Strong support for pay practices and annual say‑on‑pay cadence .
Governance Assessment
- Independence and leadership: Brynelsen serves as independent, non‑executive Chairman, supporting separation of Chair/CEO roles and independent oversight .
- Committee effectiveness: Active member of Compensation and Nominating & Corporate Governance Committees; Audit Committee chaired by a financial expert (Kantor), reinforcing financial oversight .
- Attendance/engagement: Meets ≥75% attendance threshold; attends annual meeting; independent executive sessions held regularly .
- Ownership alignment: Modest personal equity exposure (<1% beneficial), with policy prohibitions on hedging/margin that bolster alignment .
- Shareholder outcomes: Strong say‑on‑pay support; ratification of auditors passed with near‑unanimity .
- Related‑party environment (contextual risk): Significant related‑party financings with GAT Funding (controlled by director Glen A. Taylor) across Feb/Aug 2024 and Mar 2025 notes, and a headquarters lease with Taylor Corporation; while these transactions are disclosed and overseen, they present governance sensitivity under independence optics . Additionally, Taylor Parties agreed to vote in favor of certain Nasdaq compliance proposals via Voting and Warrant Extension Agreement, concentrating voting influence through 2028 .
- RED FLAGS:
- Concentrated control and repeated related‑party financings with a controlling stockholder (Glen Taylor) .
- Voting agreement obligating a 43.2% holder to support proposals for Nasdaq compliance (dilution‑related warrants), potentially reducing minority investor influence .
- Potential dilution from warrant approvals (up to 6,297,726 additional shares upon full exercise) .
Director Compensation Structure Analysis
- Year‑over‑year changes:
- 2023: Mixed cash + equity ($25k cash; $99,167 options) .
- 2024: Cash‑heavy ($100k cash; no equity in table), with plan indicating intent to grant annual restricted stock to non‑employee directors in future .
- At‑risk vs guaranteed pay: Shift from option awards in 2023 to all‑cash shown in 2024 reduces at‑risk component; however, the equity plan remains available for director grants .
- Clawbacks: Equity awards subject to clawback pursuant to exchange listing standards and applicable laws .
- Consultant independence: Not disclosed for Compensation Committee’s use of external consultants .
Equity Ownership & Alignment Details
- Vested vs unvested breakdown: Director‑level tables show Brynelsen’s beneficial ownership primarily through options; specific vested/unvested breakdown not disclosed (aggregate numbers shown) .
- Shares pledged: No pledging disclosed; margin/hedging prohibited .
- Ownership guidelines: Not disclosed for directors .
Related‑Party Transactions (Conflicts Review)
- Debt financings: Promissory notes with GAT Funding (Feb 2024 up to $10M; Aug 2024 up to $10M; Mar 2025 up to $10M); associated warrant grants to GAT tied to tranches funded .
- Facilities lease: Headquarters leased from Taylor Corporation; $180,000 paid in 2024 for rent/build‑out/utilities .
- Voting agreement: Taylor Parties agreed to vote in favor of certain proposals to satisfy Nasdaq Listing Rule 5635(d) through Dec 31, 2028 .
- Director‑specific: No related‑party transactions specific to Brynelsen are disclosed .
Performance & Track Record
- No director‑specific stock performance metrics disclosed; broader Board risk oversight and meeting cadence documented .
Compensation Committee Analysis
- Members: Mona Patel, Chuck R. Brynelsen, Michael Crowe; all independent and non‑employee per Nasdaq/Exchange Act definitions .
- Committee changes: Chair change implied with Haring‑Smith’s June 2024 resignation; Crowe added to committee .
- Use of independent compensation consultants: Not disclosed .
- Charter and responsibilities: Sets CEO and executive compensation; approves equity grants; annual charter review .
Other Notable Shareholder Voting Outcomes (2024 Annual Meeting)
- Director elections: Crowe (11,146,464 For; 20,254 Withheld); Patel (11,047,146 For; 119,572 Withheld); broker non‑votes 2,030,681 .
- Auditor ratification: 13,173,556 For; 12,662 Against; 11,181 Abstain .
Summary implications: Brynelsen’s independence, multi‑decade medtech credentials, and committee roles support board effectiveness. Investor confidence benefits from strong say‑on‑pay results and independent audit oversight; however, persistent related‑party financing and concentrated voting power present governance optics risks that the Board (including Brynelsen on comp and nom‑gov) should mitigate via robust disclosure, third‑party validation of terms, and continued independent oversight .