Gary Doherty
About Gary Doherty
Gary W. Doherty, age 59, is Chief Financial Officer of EBR Systems, Inc., serving since September 11, 2023, following an offer letter dated August 29, 2023; he holds a B.S. in Business Administration (Finance) from San Diego State University . His 2025 compensation structure includes a base salary of $366,669 and a target annual cash incentive of 45% of base; his 2024 non‑equity incentive paid was $142,280 and his bonus weighting was 40% company goals, 40% individual objectives, and 20% total shareholder return (TSR), though specific TSR outcomes are not disclosed . Beneficial ownership at the March 24, 2025 record date is 1,559,608 shares (all via options exercisable within 60 days), representing 0.42% of shares outstanding; the company’s Securities Trading Policy prohibits hedging and pledging/margin loans, aligning insider trading practices with shareholder interests .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mikuna Foods, Inc. | Chief Financial Officer | Jul 2021 – Oct 2022 | CFO of plant‑based nutrition company; finance and operations leadership |
| Acutus Medical, Inc. (Nasdaq: AFIB) | Chief Financial Officer; various roles | Oct 2015 – Jun 2021 | Public medtech finance leadership in electrophysiology |
| Volcano Corporation (acquired by Philips NV) | Various leadership positions | Aug 2003 – Oct 2015 | Guided finance/operations at leading intravascular imaging firm acquired by Philips |
| Digirad, Inc. | Director of Financial Management | Not disclosed | Financial management leadership |
| Palomar Technologies, Inc. | Corporate Controller | Not disclosed | Corporate controls and reporting |
External Roles
No external public-company directorships or committee roles are disclosed in the 2025 proxy for Mr. Doherty .
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 347,752 | — | 130,000 | 142,280 | — | 630,032 |
| 2023 | 108,647 | 43,351 (guaranteed) | 1,338,693 | — | — | 1,490,691 |
| 2025 (current terms) | 366,669 (base) | Target: 45% of base (policy) | — | — | — | — |
Notes:
- 2024/2023 Option Awards reflect grant-date fair value under ASC 718 .
- 2025 target bonus percentage applies to the annual cash incentive opportunity .
Performance Compensation
| Metric | Weighting | Target | Actual Performance | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Company‑wide objectives | 40% | Not disclosed | Not disclosed | Part of $142,280 total 2024 payout | Annual cash bonus (paid for 2024) |
| Individual objectives | 40% | Not disclosed | Not disclosed | Part of $142,280 total 2024 payout | Annual cash bonus (paid for 2024) |
| Total Shareholder Return (TSR) | 20% | Not disclosed | Not disclosed | Part of $142,280 total 2024 payout | Annual cash bonus (paid for 2024) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/24/2025) | 1,559,608 shares via options exercisable within 60 days; 0.42% of outstanding shares |
| Vested vs unvested (as of 12/31/2024) | Vested/exercisable: 1,156,685 options at $0.54/$0.77; Unvested: 3,842,021 options at $0.54/$0.77 |
| Ownership guidelines | Not disclosed |
| Hedging/pledging | Prohibited: no derivatives/hedging, margin loans, pledging, lending, or using securities as collateral per Securities Trading Policy |
| Clawback | Awards subject to clawback per Dodd‑Frank or listing standards; Board may impose additional recovery provisions |
Equity Awards and Vesting Schedule (Outstanding at FY‑end)
| Vesting Start | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 09/11/2023 | 1,130,644 | 3,618,062 | 0.54 | 09/13/2033 |
| 07/18/2024 | 26,041 | 223,959 | 0.77 | 07/17/2033 |
Vesting mechanics:
- 2023 grant: 25% on first anniversary, remainder monthly over 36 months, subject to continuous service .
- 2024 grant: 48 equal monthly installments from vesting commencement date, subject to continuous service .
Employment Terms
- Role and tenure: CFO since September 11, 2023; offer letter dated August 29, 2023; employment is at‑will, with no fixed term .
- 2025 compensation targets: Base salary $366,669; target annual cash incentive 45% of base .
- Severance (no change in control): If terminated without cause or resigns after a material change in position, 6 months base salary, 50% of target bonus for year of termination, and 6 months paid COBRA premiums (subject to release) .
- Severance (in connection with or following a change in control): 6 months base salary, 50% of target bonus, 6 months paid COBRA, and accelerated vesting of outstanding options/RSUs that are assumed or substituted by the acquiring company (subject to release) .
- Equity plan change‑in‑control/corporate transaction: If awards are not assumed/continued/substituted, vesting accelerates in full for current participants prior to effective time; cash‑out possible in lieu of exercise; Board discretion applies .
- Clawback: Awards subject to mandatory clawback per Dodd‑Frank/listing standards; Board may impose additional clawback/reacquisition rights .
- Insider trading controls: Hedging and pledging prohibited; securities trading policy filed with the 10‑K .
Investment Implications
- Pay mix and alignment: 2024 cash incentive paid ($142,280) alongside ongoing multi‑year option vesting supports retention and pay‑for‑performance design; bonus framework incorporates company goals, individual objectives, and TSR, tying a portion of cash pay to shareholder outcomes .
- Retention and selling pressure: Monthly vesting on equity awards creates ongoing potential for option exercisability; insider trading policy prohibitions on hedging and pledging reduce misalignment risks, and awards are subject to clawback under applicable rules .
- Change‑of‑control economics: Six months cash plus partial bonus and equity acceleration upon a qualifying change‑in‑control (subject to assumptions/substitutions) provide standard protection without excessive multiples; acceleration can increase dilution risk if not assumed/continued .
- Ownership: Beneficial ownership of 0.42% (entirely options currently exercisable) reflects some “skin in the game,” though not a controlling stake; company policy prohibits pledging and margin loans (a common red flag), improving governance alignment .