Allan Will
About Allan Will
Allan Will (age 71) is Executive Chair of EBR Systems; he previously served as Chair, President & CEO from October 2011 to June 2019 and has been Executive Chair since June 2019. He holds an M.S. in Management from MIT and a B.S. in Zoology from the University of Maryland; he is an inventor on over 30 patents and a University of Maryland Distinguished Alumnus. Mr. Will is not considered independent due to his past CEO role and current Executive Chair position. Tenure on EBR’s board dates to October 2011.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EBR Systems, Inc. | Chair, President & CEO | Oct 2011 – Jun 2019 | Led company as CEO and Chair |
| EBR Systems, Inc. | Executive Chair | Jun 2019 – present | Board leadership (non-officer); not independent |
| The Foundry | Chair & CEO | 1998 – 2002 (Chair until 2010) | Cofounded 11 medtech companies (e.g., Ardian, Evalve) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SetPoint Medical, Inc. (private) | Chair of the Board | Mar 2011 – present | Bioelectronics medicine focus |
| Fractyl Health, Inc. (Nasdaq: GUTS) | Chair of the Board | Aug 2012 – Aug 2024 | Metabolic therapeutics; past public-company chair role |
| Fogarty Innovation (non-profit) | Director | Since 2014 – present | Not-for-profit advancing human health |
Board Governance
- Board Chair: Mr. Will serves as Executive Chair; EBR separates the Chair and CEO roles (CEO is John McCutcheon). The company intends to maintain separate Chair and CEO roles. Independence: Mr. Will is not independent.
- Committees: As of FY2024, the Board has two standing committees—Audit & Risk and Nomination & Remuneration; Mr. Will resigned from the Nomination & Remuneration Committee in September 2024 (attended 4 of 5 meetings while a member). He is not currently listed on either committee.
- Attendance: In FY2024, the Board met five times; each director attended at least 75% of Board and committee meetings during their service period.
- Committee chairs and independence: Audit & Risk is comprised of Evans, Drexler, Steinhaus; Nomination & Remuneration is Drexler (Chair), Moody, Steinhaus; all committee members are independent per Nasdaq/ASX criteria.
- Lead Independent Director: Not disclosed in the proxy.
Fixed Compensation
| Component | 2024 | 2025 (approved/proposed) |
|---|---|---|
| Director fees (cash, incl. Board Chair) | $122,500 | $127,500 (cash) |
| Executive Chair salary (employee) | $75,000 | $77,500 |
| Committee fees (structure) | Board Chair $75,000; Board Member $40,000; Committee Chair $15,000; Committee Member $7,500 (framework) | Board Chair $77,500; Board Member $50,000; Committee Chair $17,500; Committee Member $8,750 (framework) |
Notes:
- Mr. Will is an “employee director” and receives an Executive Chair salary in addition to director fees.
Performance Compensation
| Award | Grant Date | Number/Value | Exercise Price | Vesting | Fair Value Basis |
|---|---|---|---|---|---|
| Director option award (2024 comp table reflects 2023 grant) | 2023 grants (per 2024 comp footnote) | $60,546 (grant-date fair value) | N/A | N/A | ASC 718 fair value of 2023 grants |
| Annual director option grant (2024 issuance) | Mar 2024 | 163,637 options | $0.55 per share | 12 equal monthly installments beginning May 29, 2024, subject to service | N/A |
| Proposed 2025 director options (Proposal 5) | On Annual Meeting date (May 22, 2025 AEST / May 21, 2025 PDT) | 214,844 options; target value $137,500 | $1.04 (closing CDI price prior to Mar 18, 2025, FX to USD) | Monthly over 12 months from Annual Meeting; deemed fully vested if term concludes at 2026 annual meeting even if <12 months; service requirement | Black-Scholes value $0.64 used for sizing |
| Change-of-control vesting | N/A | 100% acceleration of then-unvested options for Mr. Will per Oct 2021 offer letter (except milestone-linked options) | N/A | On change of control (terms per plan/letter) | N/A |
| Clawback policy | N/A | Awards subject to recoupment per listing standards/Dodd-Frank; Board may impose additional clawback terms | N/A | N/A | N/A |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Related |
|---|---|---|---|
| Fractyl Health, Inc. (Nasdaq: GUTS) | Public company | Chair (Aug 2012–Aug 2024) | Past public-company board leadership |
| SetPoint Medical, Inc. | Private | Chair | Ongoing external chair role |
| Fogarty Innovation | Non-profit | Director | External governance role |
| Amended & Restated Investors’ Rights Agreement | Contract | Party includes stockholders affiliated with Mr. Will (and Dr. Nave) | Indicates ongoing investor-rights alignment; related-party framework |
Expertise & Qualifications
- Founder/operator/investor across medtech; co-founded companies later acquired by Medtronic and Abbott (Ardian, Evalve). Patents (>30) underscore technical innovation credentials. Education: MIT (M.S. Management), University of Maryland (B.S. Zoology); industry recognition and advisory roles at MIT and University of Maryland.
Equity Ownership
| Ownership Component | Amount (#) | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 9,544,580 | 2.54% | As of March 24, 2025; 372,896,324 shares outstanding |
| CDIs held by Allan R. Will Trust | 5,937,224 | — | Trust ownership details |
| CDIs held by Taphne Lux | 600,000 | — | Additional CDI holding |
| Options exercisable within 60 days | 2,757,344 | — | Near-term exercisable options |
| Warrants exercisable | 250,012 | — | Near-term exercisable warrants |
Policy notes: EBR’s Securities Trading Policy prohibits hedging, derivative trading, margin loans/pledging, and similar arrangements for directors, officers, and employees.
Governance Assessment
- Independence and role: Mr. Will is Board Chair and Executive Chair, and explicitly not independent, which can dilute independent oversight at the chair level. RED FLAG: Non-independent Chair.
- Compensation alignment: 2025 proposal increases equity compensation for non-executive directors; for Mr. Will, proposed director options ($137,500) plus employee salary ($77,500) and chair fees ($127,500) create dual compensation streams. Consider overall pay mix vs responsibilities.
- Change-of-control provisions: Mr. Will’s October 2021 offer letter provides 100% acceleration of then-unvested options on change of control (excluding milestone-linked options). RED FLAG: Accelerated vesting can weaken pay-for-performance alignment in a sale scenario.
- Committee participation and conflicts: Mr. Will resigned from the Nomination & Remuneration Committee in Sept 2024, reducing direct involvement in setting director/executive pay—positive for independence of comp decisions. Current comp committee membership is independent; Vareo Advisors retained as compensation consultant (2022).
- Attendance/engagement: Board met five times; directors met ≥75% attendance; Mr. Will attended 4 of 5 Nomination & Remuneration meetings during his membership period.
- Related-party exposure: Participation in the Amended & Restated Investors’ Rights Agreement with stockholders affiliated with Mr. Will and Dr. Nave signals potential alignment with investor blocks; monitor any transactions requiring Audit & Risk approval under related-party policy.
- Director equity grants: Non-executive director options carry no performance hurdles by design under ASX recommendations; while common, this can weaken pay-for-performance optics.
- Policies and controls: Robust related-party transaction policy and Audit & Risk oversight; clawback language embedded in the Amended 2021 Plan; prohibitions on hedging/pledging mitigate alignment risks.
Overall, Mr. Will brings deep medtech operating and venture experience and significant ownership, but the non-independent chair role and change-of-control acceleration warrant careful monitoring for governance balance and pay-for-performance alignment.
Appendix: Director Compensation Detail (Context)
| Metric | 2024 (Actual) | 2025 (Board-approved framework / proposals) |
|---|---|---|
| Mr. Will – Director cash fees | $122,500 | $127,500 |
| Mr. Will – Option awards (ASC 718 value) | $60,546 (2023 grants recognized) | $137,500 (Proposal 5) |
| Board fee schedule (cash) | Chair $75,000; Member $40,000; Committee Chair $15,000; Committee Member $7,500 | Chair $77,500; Member $50,000; Committee Chair $17,500; Committee Member $8,750 |
| Annual director grant (2024 issuance) | 163,637 options at $0.55; 12-month vesting from May 29, 2024 | 2025 proposal: 214,844 options at $1.04; monthly vesting over 12 months; deemed fully vested if term ends at 2026 meeting |