John McCutcheon
About John McCutcheon
John McCutcheon, age 64, is President, Chief Executive Officer, and a Director of EBR Systems, Inc., roles he has held since June 2019, with ~40 years of medical-device sales, marketing, and general management experience . His background includes roles at American Hospital Supply/Baxter, DVI (Eli Lilly), Perclose (Abbott), Emphasys Medical (Pulmonx), Ventus Medical, and Ceterix Orthopaedics (Smith & Nephew), and service on numerous private medtech boards . He holds B.A. degrees in Economics and Psychology from UCLA and an MBA from UCLA Anderson . He is not an independent director (given his CEO role) and continues in office until the 2026 annual meeting; the company separates the Chair (Executive Chair Allan Will) and CEO roles .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Hospital Supply (acquired by Baxter International) | Early career roles | — | Foundational commercial experience in healthcare supply and devices |
| DVI (acquired by Eli Lilly) | Role not specified | — | Expanded experience in healthcare/medical devices |
| Perclose (acquired by Abbott Laboratories) | Role not specified | — | Participation in vascular-closure medtech later integrated into Abbott |
| Emphasys Medical (acquired by Pulmonx) | Role not specified | — | Respiratory device experience; company later acquired by Pulmonx |
| Ventus Medical | Role not specified | — | Sleep/respiratory medtech commercialization |
| Ceterix Orthopaedics (acquired by Smith & Nephew) | Role not specified | — | Orthopedics device commercial leadership; company acquired by S&N |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Various private medtech companies | Director/Board member | — | Board advisory across medtech startups and growth companies |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $493,750 | $518,750 |
| Notes | Effective Apr 1, 2023 base rate set at $500,000 | Effective Apr 1, 2024 base rate set at $525,000 |
Additional 2025 program terms: Base salary $550,043 and target annual cash incentive 70% of base salary .
Performance Compensation
- Annual cash bonus structure (2024):
- CEO bonus metrics and weighting: 40% company objectives, 40% individual objectives, 20% total shareholder return (TSR) .
| Annual Bonus (USD) | 2023 | 2024 |
|---|---|---|
| Target Award | — | $316,272 |
| Actual Payout | $241,727 | $316,272 |
- Equity awards (CEO):
- 2024 grant: 1,590,000 stock options at $0.55 strike; vest in 48 equal monthly installments; expiration Mar 20, 2034 .
- 2025 proposed grant (subject to shareholder approval): 1,884,615 stock options valued at $1,225,000 (Black-Scholes $0.65), $1.04 strike (CDI close on Mar 18, 2025), vest monthly over 4 years from Annual Meeting; issued under the Amended 2021 Plan .
| Grant/Proposal | Grant Date | Instrument | # Options | Strike | Vesting | Expiration | Value/Method |
|---|---|---|---|---|---|---|---|
| 2024 CEO grant | May 29, 2024 | Stock Options | 1,590,000 | $0.55 | 48 equal monthly installments (service-based) | 03/20/2034 | Accounting grant-date fair value $588,300 (see SCT) |
| 2025 CEO proposal | May 21/22, 2025 (AM date) | Stock Options | 1,884,615 | $1.04 | Monthly over 4 years from AM date | — | Grant value $1,225,000; Black-Scholes $0.65/share |
Vesting/forfeiture and exercise windows (CEO options): Upon termination other than cause, vested options remain exercisable for 3 months; 18 months after death; 1 year after disability .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 9,174,842 shares beneficially owned (all issuable upon options exercisable within 60 days), representing 2.40% of shares outstanding . |
| Shares outstanding (reference) | 372,896,324 common shares outstanding (including CDIs) as of record date . |
| Hedging/pledging | Company policy prohibits hedging, derivatives, and pledging/margin arrangements by directors, officers, and employees . |
| Grant timing safeguards | Company does not grant option-like awards within 4 business days before or 1 business day after material earnings releases (10-Q/10-K/8-K MNPI) . |
Outstanding CEO equity awards (12/31/2024):
| Vesting Start | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 06/17/2019 | 5,996,154 | — | $0.14 | 11/12/2029 |
| 10/26/2020 | 1,025,000 | — | $0.12 | 10/27/2030 |
| 01/28/2021 | 1,160,482 | 24,692 | $0.12 | 01/27/2031 |
| 11/22/2021 | 234,887 | 69,832 | $0.80 | 11/21/2031 |
| 05/22/2023 | 267,187 | 407,813 | $0.44 | 04/03/2033 |
| 05/29/2024 | 231,875 | 1,358,125 | $0.55 | 03/20/2034 |
Change-in-control treatment:
- Plan-level: If awards are not assumed/continued/substituted in a corporate transaction, vesting accelerates in full for current participants before close; Board may cash out options .
- CEO agreement: On a termination without cause or resignation after a material role change in connection with/following a change in control, 50% target bonus paid, 6 months base and COBRA, and accelerated vesting of assumed/substituted options/RSUs (double-trigger) .
Employment Terms
| Term | Detail |
|---|---|
| Offer letter and status | Employment offer letter dated May 29, 2019; at-will . |
| 2025 compensation framework | Base salary $550,043; target annual cash incentive 70% of base salary . |
| Severance (no CIC) | If terminated without cause or resigns after a material role change: 6 months base salary, 50% of target bonus for year of termination, and 6 months COBRA, subject to release . |
| Severance (with CIC) | If terminated without cause or resigns after material role change in connection with/following a CIC: 6 months base, 50% target bonus, 6 months COBRA, and accelerated vesting of assumed/substituted equity, subject to release . |
| Option exercise windows | 3 months post-termination (non-cause), 18 months after death, 1 year after disability (for proposed 2025 grant) . |
Board Governance
| Topic | Detail |
|---|---|
| Board role | Director since June 2019; term continues until 2026 annual meeting . |
| Independence | Not independent due to CEO role . |
| Board leadership | Chair is Allan Will (Executive Chair); company policy separates Chair and CEO roles . |
| Committee service | No committee assignments listed for McCutcheon; Audit & Risk and Nomination & Remuneration are fully independent . |
| Attendance | Board met 5 times in FY2024; each director attended ≥75% of meetings; committees met 7 (Audit & Risk) and 6 (Nomination & Remuneration) times . |
Director Compensation
- The CEO does not receive additional compensation for board service; director fee and option programs apply to non-executive directors and the Executive Chair, not to Mr. McCutcheon in his capacity as director .
Compensation Committee Analysis and Controls
- The Nomination & Remuneration Committee (independent) oversees executive pay; it retained Vareo Advisors in 2022 to align programs with investor input and market practices .
- Clawback: All awards are subject to a Dodd-Frank compliant clawback policy; Board may impose additional recoupment provisions .
- Grant timing policy limits grants around MNPI windows (no option-like awards within 4 business days before or 1 business day after material filings) .
Related Party Transactions and Policies
- Related party transactions require Audit & Risk Committee review and are governed by a written policy; directors must declare conflicts each meeting .
- No related party transactions involving Mr. McCutcheon are disclosed in the proxy .
Investment Implications
- Alignment and upside: Compensation is equity-heavy (large multi-year option grants) and includes TSR in the annual bonus (20% weighting in 2024), which supports performance alignment; hedging and pledging are prohibited, limiting misalignment risks .
- Vesting/supply dynamics: The 2025 proposed 1.88M-option grant vests monthly over four years with a $1.04 strike; combined with existing monthly-vesting awards, this creates a steady stream of potential sellable shares upon vest, a factor for monitoring insider supply and any Form 4 filings post-vesting .
- Retention and change-in-control: Severance is moderate (6 months base + 50% target bonus) with double-trigger equity acceleration upon CIC-related termination, balancing retention with shareholder protections and avoiding excessive parachute risk .
- Governance: Separation of Chair/CEO and fully independent committees mitigate dual-role concerns from CEO-director status; the CEO is not a committee member and is deemed non-independent, aligning with governance norms .
If you want, I can add Form 4 insider trading activity to quantify realized selling pressure around vest dates and post-grant windows, and map vesting calendars against upcoming lockouts and earnings dates (requires fetching recent Form 4s).