David Steinhaus
About David Steinhaus
David Steinhaus, M.D. (age 73) has served as an independent non-executive director of EBR Systems since October 2021. He retired in 2019 as Vice President and General Manager of the Heart Failure business in Medtronic’s Cardiac Rhythm and Heart Failure Division, following two decades as a practicing electrophysiologist and clinical leader. He graduated magna cum laude from Harvard College and earned his M.D. from Harvard Medical School via the Harvard–MIT HST program (AOA honors), bringing deep clinical and device-development expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc (CRHF Division) | VP & GM, Heart Failure; prior Medical Director; roles in strategy, BD, R&D | 2005–2019 | Led Heart Failure business; liaison to agencies/societies; physician voice in product development |
| Mid America Heart Institute & St. Luke’s Hospital | Chair, Department of Cardiology; Director, Electrophysiology Department | Not disclosed | Led EP clinical programs and studies in implantable cardiac devices and leads |
| University of Missouri–Kansas City School of Medicine | Director, Electrophysiology Fellowship Program | Not disclosed | Academic and training leadership in EP |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Multiple established and early-stage medtech companies | Consultant and board member | Since 2019 | Specific companies not disclosed in the proxy |
Board Governance
- Independence: The board determined Dr. Steinhaus is independent under Nasdaq/SEC standards and the ASX Corporate Governance Recommendations .
- Committees: Member, Audit & Risk Committee; member, Nomination & Remuneration Committee (appointed March 19, 2025) .
- Committee chairs: Dr. Bronwyn Evans chairs Audit & Risk; Karen Drexler chairs Nomination & Remuneration (Steinhaus is not a chair) .
- Attendance and engagement: In FY2024 the board met 5 times; Audit & Risk met 7 times; Nomination & Remuneration met 6 times. Each director attended at least 75% of applicable meetings .
- Risk oversight: Audit & Risk oversees financial reporting, internal controls, related-party reviews, conflicts, and cybersecurity risk management .
- Committee independence and processes: All members of both committees (including Steinhaus) are independent; the Nomination & Remuneration Committee may retain independent advisors and applies SEC independence factors when selecting them .
Fixed Compensation
| Component | 2024 | 2025 (Proposed/Current) |
|---|---|---|
| Cash retainer (incl. committee roles) | $47,500 | $67,500 (includes membership on Audit & Risk and Nomination & Remuneration) |
Notes: 2025 figures reflect the current fee schedule disclosed; equity elements for 2025 require shareholder approval as noted below .
Performance Compensation
| Item | 2024 | 2025 Proposal (Director Option Grant) |
|---|---|---|
| Option award grant-date value | $60,546 | $112,500 value; 175,781 options; exercise price $1.04; grant on Annual Meeting date if approved |
| Vesting | Prior grants outstanding; totals shown in director tables | Monthly, equal tranches over 12 months; deemed fully vested if director’s term concludes at the 2026 annual meeting (even if <12 months from 2025 meeting) |
| Performance metrics | Not applicable (no performance hurdles for non-executive director options per ASX governance guidance) | |
| Change-in-control | If awards are not assumed/continued or substituted and director is in service, vesting accelerates in full; board may cash out options in a transaction | |
| Clawback | Awards subject to company clawback/recoupment policy as required by listing standards and Dodd-Frank |
Additional detail on securities previously granted to Dr. Steinhaus: he holds prior option awards (e.g., 100,100 @ $0.80 exp. 11/21/2031; 182,159 @ $0.44 exp. 4/3/2033; 163,637 @ $0.55 exp. 3/20/2034) .
Other Directorships & Interlocks
| Company | Role | Committees/Notes |
|---|---|---|
| Not disclosed in proxy | — | Biography notes service as consultant/board member to multiple medtech companies; specific public-company directorships not listed |
Expertise & Qualifications
- Clinical and technical: Electrophysiology physician; leadership of EP programs; extensive clinical studies in implantable cardiac devices and leads .
- Operating experience: Former Medtronic VP/GM (Heart Failure) with strategy, BD, R&D oversight and general management responsibilities .
- Education: Harvard College (magna cum laude); Harvard Medical School (HST program, AOA honors) .
- Committee-relevant: Serves on Audit & Risk (risk/controls) and Nomination & Remuneration (governance/compensation), both independent committees .
Equity Ownership
| Metric (Record Date: March 24, 2025) | Amount |
|---|---|
| Beneficial ownership (shares/options within 60 days) | 432,259 shares (via options exercisable within 60 days), held by the David M. Steinhaus Revocable Trust dated Jan 20, 2004, as amended |
| Percent of outstanding | 0.12% |
| Company shares outstanding (for reference) | 372,896,324 |
| Hedging/pledging policy | Company policy prohibits hedging and pledging by directors |
Related-Party / Conflicts Check
- The proxy’s “Certain Related Person Transactions” (since Jan 1, 2023; >$120,000) lists a limited set of items (e.g., institutional placement participation by a >5% holder) and does not disclose any related-party transactions involving Dr. Steinhaus .
- Audit & Risk Committee oversees related-party transaction reviews and conflict monitoring; all board members must declare conflicts at each meeting .
Governance Assessment
- Strengths: Independent director with deep cardiology and medtech operating expertise; active on both risk (Audit & Risk) and compensation/governance (Nomination & Remuneration) committees; attendance threshold met; hedging/pledging prohibited; equity awards subject to clawback policy .
- Alignment: 2025 director compensation mix increases both cash fees ($67,500) and at-risk equity (proposed $112,500 options) versus 2024 ($47,500 cash; $60,546 options), enhancing ownership alignment if approved .
- Watch items (noted for investor monitoring): Non-executive director options have no performance hurdles (consistent with ASX guidance) and may fully accelerate upon a change in control if not assumed; investors may monitor overall pay levels vs. company performance and dilution from annual director equity grants .
- Red flags: None identified in the proxy regarding conflicts, low attendance, pledging, or related-party dealings for Dr. Steinhaus .