Mudit Jain
About Mudit K. Jain
Independent director at CVRx since July 2020; age 56; Class III director with term expiring at the 2027 annual meeting. He is Founding General Partner at Treo Ventures (medical device–focused VC), CEO/co‑founder of NuXcel (medical device accelerator), and holds a Ph.D. in Biomedical Engineering (Duke), an MBA (Wharton), and a B.E. in Electrical Engineering (NIT Nagpur) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVRx, Inc. | Independent Director | Since Jul 2020; Class III, term to 2027 | Chair, Compensation Committee; Member, Nominating & Corporate Governance |
| Treo Ventures I, L.P. (formerly Strategic Healthcare Investment Partners) | Founding General Partner | Since Sep 2018 | Investor representative; large shareholder in CVRx via Treo |
| NuXcel | CEO and Co‑Founder | Since 2018 | Device accelerator leadership |
| Synergy Venture Partners, LLC | Managing Director | Apr 2007–Sep 2018 | Medtech VC investing |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Avivomed, Inc. | Director | Current | Private company |
| Neochord, Inc. | Director | Current | Private company |
| Neuspera, Inc. | Director | Current | Private company |
| Noctrix, Inc. | Director | Current | Private company |
| NuXcel | Director (affiliation) | Current | Private accelerator |
| One Heart Health | Director | Current | Non‑profit |
| ShiraTronics, Inc. | Director | Current | Private company |
| iVEAcare, Inc. | Director | Current | Private company |
| Inspire Medical Systems, Inc. | Director | Prior | Public company; prior directorship |
| Aptus Endosystems, Inc.; Impres Medical, Inc. | Director | Prior | Private; prior roles |
Board Governance
- Independence: Board determined all directors other than the CEO are independent (Jain is independent) .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; not on Audit .
- Attendance: In 2024 the Board met 8 times; each director attended at least 75% of Board and committee meetings during their service period .
- Board structure: 7 directors; classified board (3 classes). Independent Lead Director in place (Joseph Slattery) with regular executive sessions of independents at most scheduled meetings .
- Risk oversight: Committees oversee compensation, audit/financial reporting/compliance, and board independence/conflicts; full Board regularly informed .
Committee Detail (current)
| Committee | Role | Notes |
|---|---|---|
| Compensation Committee | Chair | Committee composed entirely of independent directors; oversees exec and director pay; uses independent consultant |
| Nominating & Corporate Governance | Member | Oversees director nominations, board/committee self‑evaluations, and ESG/corporate responsibility oversight |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $45,000 | Increased from $40,000 for 2024 |
| Committee Chair Retainer – Compensation | $15,000 | Applicable to Jain as chair |
| Committee Member Retainer – Nominating & Corporate Governance | $5,000 | Applicable to Jain as member |
| Meeting Fees | None disclosed | Not part of program |
| 2024 Cash Fees Earned (Jain) | $70,562 | Actual fees in 2024 director compensation table |
Performance Compensation (Director)
| Component | Detail | Value/Terms | Notes |
|---|---|---|---|
| Annual Equity (Stock Options) | Non‑employee director annual grant | Target grant‑date value $130,000; vests in full on earlier of first anniversary or next annual meeting | Change‑in‑control, death/disability full vesting |
| Initial Equity (Stock Options) | For new directors | ~$260,000 grant‑date value; vests ratably over 3 years | CIC/death/disability acceleration |
| 2024 Option Award Value (Jain) | Aggregate grant‑date fair value (ASC 718) | $129,928 | From 2024 director compensation table |
| Performance Metrics | None | N/A | Director equity is time‑based stock options; no performance conditions disclosed |
Other Directorships & Interlocks
- Large shareholders represented on Board: Vensana Capital I, L.P. (6.6%) represented by director Kirk Nielsen; Jain is GP of Treo Ventures, which beneficially owns 933,383 shares (see Equity Ownership) .
- Investors’ Rights Agreement: Legacy investors (including entities affiliated with certain directors) have registration rights; Audit Committee reviews related‑party transactions under policy .
Expertise & Qualifications
- Technical/industry: Biomedical engineering Ph.D.; medtech venture investor and accelerator operator; multiple medtech board roles .
- Governance: Chairs Compensation Committee; committee composed solely of independent directors; uses independent consultant (Aon), with independence affirmed by the committee and no conflicts found .
- Not designated an “audit committee financial expert”; AC financial experts are Mitch Hill and Joseph Slattery .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 1,014,676 | 3.9% of outstanding shares |
| Ownership % of Outstanding | 3.9% | Based on 26,056,808 shares outstanding as of Apr 7, 2025 |
| Options Exercisable within 60 Days (personal) | 76,629 | Included in beneficial total |
| Options Exercisable within 60 Days (held by Treo) | 1,264 | Included in beneficial total |
| Shares Owned by Treo Ventures | 933,383 | Jain is GP and shares voting/dispositive power |
| Outstanding Director Stock Options (#) | 76,629 | As of 12/31/2024 |
| Hedging/Pledging | Prohibited by policy | Anti‑hedging and anti‑pledging apply to directors |
Governance Assessment
-
Positives
- Independent director; chairs a fully independent Compensation Committee with use of an independent consultant (Aon) and no consultant conflicts; solid governance process .
- Active committee engagement (Compensation; Nominating & Corporate Governance) and at least 75% attendance in 2024; executive sessions of independents at most scheduled meetings support oversight quality .
- Director compensation structure is balanced (cash retainer plus time‑based stock options), with clear vesting and CIC provisions; anti‑hedging/pledging policy supports alignment with shareholders .
-
Potential Conflicts / Monitoring Items
- Venture investor affiliations: Jain is GP of Treo Ventures, which beneficially owns 933,383 shares; another large investor (Vensana Capital I, L.P., 6.6%) is represented by director Kirk Nielsen. While the Board has affirmed independence, concentrated investor representation warrants ongoing monitoring of related‑party posture and minority shareholder alignment .
- Investors’ Rights Agreement provides registration rights for legacy investors (including entities affiliated with certain directors); Audit Committee policy governs review, but investors’ influence should be monitored in capital markets actions .
-
Compensation & Pay‑for‑Performance Signals (Director)
- 2024 pay mix: $70,562 cash fees and $129,928 option award value (approx. 35% cash / 65% equity by value), aligning compensation with equity upside; no performance‑conditioned equity for directors (time‑based options) .
-
Additional Context
- EGC status: CVRx, as an emerging growth company, is exempt from non‑binding say‑on‑pay and certain other disclosures, modestly limiting external compensation feedback mechanisms .
RED FLAGS to watch: investor interlocks (Treo/Vensana) in boardroom dynamics; any related‑party transactions beyond disclosed registration rights; deviations from anti‑hedging/pledging policy (policy prohibits such transactions) .
Appendix – Director Compensation (Jain, 2024)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $70,562 |
| Stock Option Awards ($, ASC 718) | $129,928 |
| Total ($) | $200,490 |
| Outstanding Stock Options (#) | 76,629 |
Appendix – Board/Committee Structure References
- Director roster, classes, independence and committee matrix (showing Jain as Comp Committee Chair; NCG Member) .
- Committee compositions and AC financial experts designation .
- Meeting count and minimum attendance disclosure .
- Director cash and equity program terms; vesting and CIC provisions .