Kevin Ballinger
About Kevin Ballinger
Independent director of CVRx since September 2024; age 52. Previously CEO of Aldevron (July 2020–September 2023; acquired by Danaher in August 2021) and spent 25 years at Boston Scientific, serving the last nine years as EVP & Global President of Interventional Cardiology. Education: B.S. Mechanical Engineering (Michigan Technological University) and M.B.A. (University of Minnesota Carlson). Class I nominee for a term expiring at the 2028 annual meeting; Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aldevron, LLC | Chief Executive Officer | Jul 2020–Sep 2023 | Led genomics company; acquired by Danaher in Aug 2021 |
| Boston Scientific Corporation | EVP & Global President, Interventional Cardiology (final 9 years of 25-year tenure) | 25 years; final 9 years in role | Led global division in interventional cardiology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Silk Road Medical, Inc. | Director | Prior service | Dates not disclosed in proxy |
| Shockwave Medical, Inc. | Director | Prior service | Dates not disclosed in proxy |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCG). Not a member of Audit (AC) or Compensation (CC) committees .
- Independence: Board affirmatively determined Ballinger is independent under Nasdaq rules .
- Attendance: In FY2024, the Board held eight meetings; each director attended at least 75% of Board and applicable committee meetings (Ballinger served part-year) .
- Lead Independent Director: Joseph Slattery elected Independent Lead Director in February 2024; independent directors hold executive sessions at most regular meetings .
| Governance Attribute | Detail |
|---|---|
| Committee memberships | NCG: Member |
| Committee chair roles | None |
| Independence | Independent |
| Board meeting attendance | ≥75% for all directors in 2024 |
| Board leadership | Independent Lead Director (Slattery) since Feb 2024 |
| Executive sessions | Independent directors meet in executive session at most regular meetings |
Fixed Compensation
Two views: (1) CVRx’s standard director program and (2) Ballinger’s actual 2024 cash.
- Program changes: Cash retainer increased from $40,000 to $45,000; annual equity grant value increased from $100,000 to $130,000 for 2024 .
- Cash components are paid quarterly and committee roles add retainers; Independent Lead Director receives an additional $32,500 .
| Component | Amount ($) |
|---|---|
| Board annual cash retainer | $45,000 |
| Audit Committee Chair | $20,000 |
| Compensation Committee Chair | $15,000 |
| NCG Committee Chair | $10,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Member | $7,500 |
| NCG Committee Member | $5,000 |
| Independent Lead Director | $32,500 |
| Kevin Ballinger – 2024 Cash Fees | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $16,389 (prorated for Sep–Dec service) |
Performance Compensation
CVRx uses stock options for non‑employee directors (time‑based vesting; no performance metrics). Annual grant vests in full on the earlier of first anniversary or next annual meeting; initial grant for new directors vests ratably over three years. Awards vest fully upon death/disability and upon change in control under the 2021 Plan .
| Equity Award Detail | Value/Amount | Vesting | Notes |
|---|---|---|---|
| Annual director equity grant (program) | $130,000 | Full vest on 1-year anniversary or next annual meeting | Stock options |
| Initial director grant (new appointee) | $260,000 | Ratable annually over 3 years | Stock options |
| Kevin Ballinger 2024 Option Awards (fair value) | $259,944 | Per award agreement | Reflects initial grant at appointment |
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Silk Road Medical, Inc. | Prior Director | No CVRx‑disclosed interlocks; no related-party transactions disclosed |
| Shockwave Medical, Inc. | Prior Director | No CVRx‑disclosed interlocks; no related-party transactions disclosed |
Expertise & Qualifications
- Deep medtech leadership and cardiology domain expertise from Boston Scientific Interventional Cardiology and Aldevron CEO role .
- Technical and business education (B.S. Mechanical Engineering; M.B.A.), aligning with product and commercialization oversight needs .
- Prior public company board experience in vascular/interventional categories supportive of CVRx’s heart failure focus .
Equity Ownership
- Beneficial ownership: 0 shares; less than 1% of outstanding shares .
- Options outstanding: 36,136 (as of December 31, 2024) .
- Hedging/pledging: Company policy prohibits hedging and pledging of CVRx stock by directors .
| Ownership Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 0; <1% | As of Apr 7, 2025 record date |
| Options outstanding | 36,136 | As of Dec 31, 2024 |
| Shares pledged as collateral | None permitted | Hedging/pledging prohibited by policy |
Fixed vs Performance Compensation Mix (2024)
| Component | Ballinger ($) | Program Design |
|---|---|---|
| Cash fees | $16,389 | Board and committee retainers; prorated for portion of 2024 |
| Equity (options, grant-date fair value) | $259,944 | Time-based options (initial grant) |
| Total | $276,333 | Mix skewed to equity for alignment |
Potential Conflicts, Related Parties, and Policies
- Related-party transactions: None disclosed involving Ballinger; Audit Committee oversees related‑party review under a formal policy .
- Independence and conflict oversight: NCG Committee (of which Ballinger is a member) oversees board independence and potential conflicts .
- Insider trading policy: Prohibits hedging, short‑sales, and pledging; pre‑clearance/trading window requirements apply to directors .
Governance Assessment
- Positives: Independent status; NCG Committee membership strengthens governance and succession/skills matrix; strong sector expertise; equity‑heavy pay structure aligns compensation with shareholder value; anti‑hedging/pledging protections .
- Watch items: No disclosed common share ownership (0 shares) may signal limited “skin‑in‑the‑game,” though initial option grant and annual equity program provide upside alignment; option awards are time‑based (no performance metrics for directors) .
- Attendance/engagement: Company reports ≥75% attendance across directors; Ballinger joined in September 2024; ongoing monitoring of committee engagement appropriate .
- Change‑in‑control terms: Full acceleration of director equity upon change in control—market standard but can reduce retention incentives in a sale scenario .
- Conflicts: No related‑party transactions disclosed; no interlocks flagged with suppliers/customers; policy framework appears robust .