Kirk Nielsen
About Kirk Nielsen
Kirk Nielsen (51) is an independent director of CVRx who has served on the Board since July 2020 and is a Class III director with a term expiring at the 2027 annual meeting . He is Managing Partner at Vensana Capital (since January 2019) and a Managing Director at Versant Ventures (since January 2011) . He earned an M.B.A. from Harvard Business School and an A.B. from Harvard College . He previously served as CVRx’s Independent Lead Director until February 2024, when Joseph Slattery was elected to that role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVRx, Inc. | Independent Lead Director | Through Feb 2024 (start not disclosed) | Led independent director executive sessions and oversight before transition to new ILD in Feb 2024 |
| Inari Medical, Inc. | Director | Not disclosed (prior role) | Prior public-company board experience noted (no current service disclosed) |
| Artelon, Inc.; Metavention, Inc.; Monteris Medical; Respicardia, Inc.; SpyGlass Pharma | Director (prior) | Not disclosed | Prior board experience at multiple medtech companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vensana Capital | Managing Partner | Since Jan 2019 | Medtech-focused investment firm |
| Versant Ventures | Managing Director | Since Jan 2011 | Healthcare-focused venture capital firm |
| Alleviant Medical, Inc. | Director | Current | Private company |
| Elucent Medical, Inc. | Director | Current | Private company |
| iVEAcare, Inc. | Director | Current | Private company |
| Moxe Health Corporation | Director | Current | Private company |
| Okami Medical, Inc. | Director | Current | Private company |
Board Governance
- Independence: The Board has affirmatively determined Nielsen is independent under Nasdaq standards .
- Committees: Audit Committee member; Nominating and Corporate Governance (NCG) Committee Chair .
- Audit Committee financial experts: Mitch Hill and Joseph Slattery (Nielsen not designated as financial expert) .
- Attendance: In 2024, the Board met 8 times and each director attended at least 75% of Board and committee meetings during their service period .
- Lead Independent Director: Nielsen previously served; Slattery elected ILD in Feb 2024 .
- Executive sessions: Independent directors meet in executive session at most regularly scheduled Board meetings .
Fixed Compensation
Companywide 2024 non-employee director fee schedule:
| Compensation Component | Amount ($) |
|---|---|
| Annual Board Retainer (cash) | 45,000 |
| Committee Chair – Audit | 20,000 |
| Committee Chair – Compensation | 15,000 |
| Committee Chair – Nominating & Corporate Governance | 10,000 |
| Committee Member – Audit | 10,000 |
| Committee Member – Compensation | 7,500 |
| Committee Member – Nominating & Corporate Governance | 5,000 |
| Chairman or Independent Lead Director | 32,500 |
Kirk Nielsen – 2024 actual director compensation:
| Year | Fees Earned or Paid in Cash ($) | Stock Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 65,411 | 129,928 (grant date fair value under ASC 718) | 195,339 |
Notes: Directors receive annual equity in the form of stock options with ~$130,000 grant date value that vest in full on the earlier of one year or the next annual meeting; initial grants are ~$260,000 and vest over three years; options accelerate upon death, disability, or change in control .
Performance Compensation
- Director equity is time-based stock options; no performance-vested (PSU) awards or performance metrics are disclosed for directors .
- Nielsen held 77,893 outstanding stock options as of December 31, 2024 .
Other Directorships & Interlocks
| Entity | Type | Status | Interlock/Conflict Considerations |
|---|---|---|---|
| Vensana Capital I, L.P. | Shareholder (6.6%) | Current 5%+ holder | Nielsen is Managing Director of Vensana’s GP; shares voting/dispositive power over 1,711,355 CVRx shares; he disclaims beneficial ownership except to extent of pecuniary interest . |
| Johnson & Johnson / JJDC | Shareholder (15.7%) | Current 5%+ holder | No director affiliation disclosed for Nielsen . |
| New Enterprise Associates | Shareholder (7.8%) | Current 5%+ holder | No director affiliation disclosed for Nielsen . |
Related agreements: CVRx maintains an Investors’ Rights Agreement providing registration rights to certain holders, including entities affiliated with directors; no transaction amounts beyond this agreement were disclosed for 2024+ .
Expertise & Qualifications
- Venture investing and board leadership across medtech; Managing Partner at Vensana and Managing Director at Versant Ventures .
- Committee leadership: Chair of Nominating & Corporate Governance; member of Audit .
- Education: Harvard Business School (M.B.A.); Harvard College (A.B.) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| Kirk Nielsen (direct and indirect) | 1,789,248 | 6.8% | Includes 77,893 options exercisable within 60 days of April 7, 2025 and 1,711,355 shares held by Vensana Capital I, L.P.; Nielsen shares voting/dispositive power over Vensana shares and disclaims beneficial ownership except for his pecuniary interest . |
Policy alignment:
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging of CVRx stock by directors and employees, enhancing alignment with shareholders .
Governance Assessment
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Strengths: Independent status confirmed; active engagement via committee leadership (NCG Chair) and Audit membership; acceptable attendance (≥75%); previously served as Lead Independent Director indicating strong engagement and governance experience .
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Alignment: Meaningful ownership (beneficially 6.8%) including exercisable options, plus company-wide prohibition on hedging/pledging supports investor alignment .
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Potential conflicts to monitor: Nielsen’s affiliation with Vensana, a 6.6% shareholder with registration rights, could present perceived conflicts on matters implicating large shareholders; Board has considered relationships and determined independence; NCG (which Nielsen chairs) oversees conflicts, which is both a mitigation and a governance sensitivity that warrants attention by investors. No related-party transactions beyond registration rights were disclosed for 2024+ .
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Compensation and incentives: Director pay structure is standard for a growth-stage medtech issuer—cash retainers plus time-based options with change-of-control acceleration; no performance conditions for directors (reduces pay-for-performance linkage but is typical for director compensation) .
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Red flags:
- Concentrated shareholder affiliation: Director’s role at a 5%+ holder (Vensana) while chairing NCG is a potential governance red flag if not carefully managed (Board independence determination noted) .
- No director stock ownership guidelines disclosed (neutral; no guideline non-compliance identified) (no such guidelines described).
Overall, Nielsen brings sector expertise and governance leadership, with meaningful ownership alignment, offset by a monitorable conflict risk stemming from his association with a significant shareholder; Board structures (independence determinations and NCG oversight of conflicts) partially mitigate this risk .