Karen Drexler
About Karen Drexler
Karen Drexler, age 65, is an independent, non-executive director of EBR Systems, Inc. (EBRCZ) since October 2021, with deep operating and board experience in digital health, medical devices, and diagnostics; she holds a B.S. in Chemical Engineering (magna cum laude) from Princeton and an MBA (Honors) from Stanford GSB . The Board has affirmatively determined she is independent under Nasdaq/SEC standards and ASX Corporate Governance Recommendations . She serves as Chair of the Nomination & Remuneration Committee and member of the Audit & Risk Committee; the Board met five times in FY2024 and all directors attended at least 75% of Board/committee meetings; Drexler attended all Audit & Risk meetings during her membership post-September 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amira Medical | Chief Executive Officer | Not disclosed | Led diagnostics company later sold to Roche Diagnostics |
| Sandstone Diagnostics | Chief Executive Officer | Not disclosed | Led diagnostics company later sold to LabCorp |
| Princeton University – Keller Center for Innovation in Engineering Education | Board member | 11 years | Innovation/education oversight |
External Roles
| Organization | Role | Committees |
|---|---|---|
| ResMed, Inc. (NYSE: RMD) | Independent Director | Chair, Compensation Committee; Member, Nominating & Governance Committee |
| Outset Medical, Inc. (Nasdaq: OM) | Independent Director | Member, Compensation Committee; Member, Nominating & Governance Committee |
| VIDA Diagnostics Inc. (private) | Director | Not disclosed |
| Huma.ai (private) | Director | Not disclosed |
Board Governance
- Independence: Independent director (one of four independents alongside Evans, Moody, Steinhaus) .
- Committee assignments (FY2024): Chair, Nomination & Remuneration; Member, Audit & Risk (joined September 2024) .
- Attendance: Board met 5 times; each director ≥75% attendance; Drexler attended all Audit & Risk meetings during the period she served on that committee in FY2024 .
- Audit expertise: Board designated Drexler an “audit committee financial expert” under SEC rules .
- Risk oversight: Audit & Risk oversees financial reporting, cybersecurity, related party reviews; Nomination & Remuneration oversees compensation risk and governance .
- Hedging/pledging policy: Company prohibits hedging, derivatives, margin loans, and pledging of company securities by directors .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Board/Committee cash fees (USD) | $55,000 (actual) | $76,250 (Board member $50,000 + Committee Chair $17,500 + Committee Member $8,750) |
Notes:
- 2025 Board-approved fee schedule: Board Member $50,000; Committee Chair $17,500; Committee Member $8,750; Board Chair supplemental $77,500 (not applicable to Drexler) . Drexler’s disclosed 2025 cash aligns with Board Member + Chair (Nom & Rem) + Audit & Risk member .
Performance Compensation
| Award | Grant/Proposal Date | Instruments | # Options | Exercise Price | Grant-date Valuation | Vesting | Expiration |
|---|---|---|---|---|---|---|---|
| Annual director grant (proposed) | Annual Meeting May 21–22, 2025 | Stock options | 175,781 | $1.04 per share | $112,500 total (Black‑Scholes $0.64) | Monthly over 12 months; deemed fully vested if her term concludes at the 2026 annual meeting even if <12 months | Not disclosed (plan customarily 10 years, but not specified for this grant) |
| Annual director grant | March 2024 | Stock options | 163,637 | $0.55 per share | Not disclosed (table shows structure only) | 12 equal monthly installments beginning May 29, 2024 | Not disclosed |
| Legacy awards outstanding (as of 12/31/2024) | Various | Stock options | 100,100 at $0.80; 182,159 at $0.44; 163,637 at $0.55 | See left | Not disclosed | Not disclosed | 11/21/2031; 4/3/2033; 3/20/2034 respectively |
Additional plan terms affecting alignment and risk:
- No performance hurdles are attached to non-executive director options (consistent with ASX Corporate Governance Recommendations) .
- Change-in-control: If awards are not assumed/continued or substituted by the acquirer, unvested options for current participants accelerate in full at/just prior to closing; Board may cash-out options otherwise terminating in the transaction .
- Clawback: All awards subject to Dodd-Frank/listing-standard-compliant clawback and any additional Board-approved recovery policy .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| ResMed (RMD) | Connected medical devices, software | Director; Comp Chair; N&G Member | No related-party transactions disclosed with EBRCZ; independence affirmed |
| Outset Medical (OM) | Dialysis medtech | Director; Comp and N&G Member | No related-party transactions disclosed with EBRCZ; independence affirmed |
Expertise & Qualifications
- Digital health, diagnostics, medtech operating leadership; prior CEO roles and commercialization experience .
- Board governance: Compensation and nominating/governance committee leadership at two public medtechs .
- Financial expertise: Designated audit committee financial expert at EBRCZ .
- Education: B.S. Chemical Engineering (Princeton, magna cum laude) and MBA (Stanford GSB, Honors) .
Equity Ownership
| As of 3/24/2025 | Shares/Options | % Outstanding | Detail |
|---|---|---|---|
| Total beneficial ownership | 432,259 | 0.12% | Entirely options exercisable within 60 days |
| Options exercisable within 60 days | 432,259 | — | Plan-based options; see Performance Compensation |
| Additional outstanding options (12/31/2024 total minus exercisable within 60 days) | 13,637 (445,896 − 432,259) | — | Not exercisable within 60 days of 3/24/2025 (implied) |
| Shares pledged/hedged | 0; hedging/pledging prohibited by policy | — | Policy bans derivatives, margin loans, pledging |
Governance Assessment
-
Positives
- Independent director; chairs Nomination & Remuneration; member of Audit & Risk; designated audit committee financial expert, enhancing board oversight of compensation and financial reporting/cyber risk .
- Strong attendance; specifically attended all Audit & Risk meetings during her period of service in FY2024; Board-wide ≥75% attendance standard met .
- Alignment via equity with meaningful annual option grants; hedging and pledging prohibited, supporting long-term alignment .
- No related-party transactions involving Drexler disclosed; related-person review governed by Audit & Risk with formal policy .
-
Watch items / potential yellow flags
- Non-executive director options have no performance hurdles; alignment is stock-price based but lacks operational/TSR metrics—common under ASX guidance but reduces explicit pay-for-performance link beyond share price .
- Change-in-control provisions allow full acceleration if awards are not assumed, which can enrich directors on a sale; standard but should be monitored for governance optics .
-
Compensation structure context
- 2025 cash retainer uplift (board member and committee fees) increases fixed pay; however, equity remains a substantial component via proposed $112.5k option value, maintaining at-risk exposure .
Director Compensation Details (Reference)
| Year | Cash Fees (USD) | Option Awards (USD, ASC 718) | Total (USD) |
|---|---|---|---|
| 2024 (actual) | $55,000 | $60,546 (grant-date fair value of 2023 awards) | $115,546 |
| 2025 (structure) | $76,250 (Board Member + Chair + Committee) | $112,500 (proposed 2025 option value if approved) | $188,750 (structure, subject to 2025 grant approval) |
Related-Party and Conflicts Check
- Company policy requires director conflict declarations each meeting and Audit & Risk approval of related-person transactions; ASX-required shareholder approvals apply as needed .
- Proxy discloses material related-person transactions since 1/1/2023; none involve Drexler. Disclosed items relate to institutional placements and investor rights tied to other parties (e.g., Host-Plus; affiliations with Nave/Will), not Drexler .
RED FLAGS: None identified specific to Drexler (no related-party dealings, no pledging/hedging, independence affirmed). Monitor optics of full vesting on change-in-control and absence of performance conditions on director options .