Martha Shadan
About Martha Shadan
Martha Shadan (age 69) has served as an independent director of CVRx since July 2021. She brings 30+ years of medtech operating experience, including CEO roles and commercial leadership across orthopedics and regenerative devices; she holds an MBA (Northeastern), MS Biology (Michigan State), and BS Biology (University of New Hampshire) . She is a Class III director with a term expiring at the 2027 annual meeting; the Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Miach Orthopaedics | President & CEO | Jan 2019 – Jun 2022 | Led a developer of bio-engineered surgical implants for connective tissue restoration |
| Smith & Nephew plc | Global VP of Marketing | Jan 2018 – Dec 2018 | Assumed role after S&N acquired Rotation Medical in Dec 2017 |
| Rotation Medical | President & CEO | Jan 2013 – Dec 2017 | Led FDA approval and commercialization of Bioinductive Implant (now REGENETEN); drove sale to S&N (Dec 2017) |
| Zimmer | President, Trauma Division | Pre-2013 | Managed global P&L for Trauma |
| Covidien | VP/GM, Vascular Therapies; VP/GM, BioSurgery & Sports Surgery | Pre-2013 | Commercial leadership roles |
| Bristol Myers Squibb; Merck Millipore | Various positions | Earlier career | Commercial/operating roles |
External Roles
| Organization | Role |
|---|---|
| AdvaMed (trade association) | Director |
| LeMaitre Vascular Inc. | Director |
| Medartis AG | Director |
| S2N Health, Inc. | Director |
| BrilliantStrings Therapeutics | Chair of the Board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Board determined all non-employee directors except CEO are independent) |
| Board class/term | Class III; term expires at 2027 annual meeting |
| Committees | Compensation Committee member (Comp Committee members: Hill, Jain (Chair), Slattery, Shadan) |
| Committee chairs | Not a chair; Compensation Committee chaired by Mudit Jain; Audit Committee chaired by Joseph Slattery; Nominating & Corporate Governance (NCG) chaired by Kirk Nielsen |
| Board leadership | Independent Lead Director: Joseph Slattery (since Feb 2024) |
| Meetings (2024) | Board met 8x; each director attended ≥75% of Board and committee meetings for which they served |
| Committee activity (2024) | Audit 8x; Compensation 9x; NCG 6x |
| Executive sessions | Independent directors meet in executive session at most regularly scheduled Board meetings |
Fixed Compensation (Director)
| Component | Amount / Structure |
|---|---|
| Annual cash retainer (2024 program) | $45,000 |
| Committee member fees | Audit $10,000; Compensation $7,500; NCG $5,000 |
| Committee chair fees | Audit $20,000; Compensation $15,000; NCG $10,000 |
| Lead Independent Director fee | $32,500 |
| 2024 cash actually paid (Shadan) | $52,500 (retainer $45,000 + Compensation Committee member $7,500) |
Performance Compensation (Director)
Directors receive annual stock option grants; there are no performance-conditioned (PSU/TSR/financial metric) elements disclosed for directors.
| Equity Component | 2024 Amount | Vesting Terms | Change-in-Control |
|---|---|---|---|
| Annual stock option grant (target program) | $130,000 grant date fair value | Vest in full on earlier of 1-year anniversary or next annual meeting following grant date | Director awards vest in full upon change in control; also vest on death or permanent disability |
| 2024 stock option award (Shadan) | $129,928 grant date fair value | As per annual program above | As per program above |
Note: CVRx pays non-employee directors solely with cash retainers and stock options (no RSUs/PSUs or cash bonuses for directors are disclosed) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current external boards | AdvaMed; LeMaitre Vascular Inc.; Medartis AG; S2N Health, Inc.; BrilliantStrings Therapeutics (Chair) |
| Interlocks/conflicts disclosed | No related-party transactions involving Ms. Shadan are described; the related-party section discusses an Investors’ Rights Agreement and does not identify transactions involving her . |
Expertise & Qualifications
- Senior operating and P&L leadership across orthopedics, sports medicine, vascular therapies, and regenerative implants; led Rotation Medical through FDA approval and commercialization and sale to Smith & Nephew .
- Academic credentials: MBA (Northeastern), MS Biology (Michigan State), BS Biology (University of New Hampshire) .
- Governance experience on multiple medtech boards (public and private) and trade association leadership (AdvaMed) .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned (as of Apr 7, 2025) | 101,120; less than 1% of outstanding shares |
| Composition of beneficial ownership | Includes options exercisable for 101,120 shares within 60 days of Apr 7, 2025 |
| Outstanding director stock options (as of Dec 31, 2024) | 101,120 options |
| Hedging/pledging | Company policy prohibits hedging and pledging of CVRx stock by directors |
Governance Assessment
- Independence and engagement: Independent director, member of Compensation Committee; Board met 8x in 2024 and each director attended ≥75% of applicable meetings; Comp Committee met 9x, supporting active oversight of pay practices .
- Compensation alignment: Director cash retainer increased to $45k for 2024; annual equity moved to $130k options; Shadan’s 2024 mix was $52.5k cash and $129.9k options, keeping a significant at-risk equity component tied to stock price performance (albeit time-based vesting) .
- Ownership and policies: Beneficial ownership comprised of vested options (101,120), with anti-hedging/anti-pledging policy in place—supportive of alignment and risk controls .
- Potential conflicts: Proxy discloses no related-party transactions involving Shadan; her external board roles are in adjacent medtech areas but no transactions with CVRx are described .
RED FLAGS
- None disclosed specific to Shadan. Broader program shifts include higher director retainers and larger option grants in 2024, which modestly increase guaranteed cash and equity value but remain within typical small-cap medtech practices .