Michael Hendricksen
About Michael Hendricksen
Michael Hendricksen, age 51, is Chief Operating Officer of EBR Systems, Inc. and has over 25 years of medical device product development and manufacturing experience; he has served as COO since November 2021, holds an MS in Mechanical Engineering from Stanford and a BS in Mechanical Engineering from Northwestern, and is an inventor on over 80 issued patents . His 2024 compensation totaled $569,110, comprising $324,450 salary, $130,000 option grant-date fair value, and $114,660 performance bonus; for 2023, total was $457,067, with $311,250 salary, $69,000 option value, and $76,817 bonus . He beneficially owned 1,527,083 shares (via options exercisable within 60 days), representing 0.41% of shares outstanding as of March 24, 2025 . His 2024 bonus program for NEOs weighted 65% company-wide objectives and 35% individual objectives; TSR was used for the CEO and CFO, but not disclosed as a component for the COO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ceterix Orthopaedics | Chief Operating Officer | 2018–2019 | Led development of NOVOSTITCH Pro Meniscal Repair System; company was acquired in 2019 |
| Smith+Nephew | Site Leader (post Ceterix acquisition) | 2019–2021 | Scaled and integrated operations for Ceterix and Tusker Medical acquisitions |
| Foundry NewcoXI | Vice President of R&D | Not disclosed | Led R&D for medtech incubation efforts |
| Emphasys Medical | Engineering roles | Not disclosed | Progressive engineering responsibilities in respiratory medtech |
| Cardica | Engineering roles | Not disclosed | Engineering roles in cardiovascular devices |
| IDEO Product Development | Engineering roles | Not disclosed | Product development engineering |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company board roles disclosed for Mr. Hendricksen |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $311,250 | $324,450 |
| Bonus | — | — |
| Option Awards (grant-date fair value) | $69,000 | $130,000 |
| Non-Equity Incentive Plan Compensation | $76,817 | $114,660 |
| All Other Compensation | — | — |
| Total | $457,067 | $569,110 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Company-wide performance objectives | 65% | Included in total target bonus $114,660 (2024) | Included in total actual bonus $114,660 (2024) | 100% of target (actual equals target) | Annual cash bonus; not subject to vesting |
| Individual objectives | 35% | Included in total target bonus $114,660 (2024) | Included in total actual bonus $114,660 (2024) | 100% of target (actual equals target) | Annual cash bonus; not subject to vesting |
| Total Shareholder Return (TSR) | Not applicable to COO (TSR applied to CEO/CFO 20%) | — | — | — | — |
Equity Ownership & Alignment
- Beneficial ownership: 1,527,083 shares via options exercisable within 60 days of March 24, 2025; 0.41% of shares outstanding .
- Hedging/pledging: Company policy prohibits hedging and pledging, including margin loans and using securities as collateral .
- Clawback: All awards subject to clawback under applicable listing standards and law (Dodd-Frank), with additional Board-imposed recovery provisions possible .
- In-the-money context: Closing CDI price on ASX was US$1.24 as of the Record Date disclosure window; compared to Mr. Hendricksen’s option exercise prices of $0.49, $0.66, and $0.77, certain grants would have been in-the-money at that price (no value computed) .
Outstanding equity awards at fiscal year end (12/31/2024):
| Vesting Start Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price (USD) | Option Expiration |
|---|---|---|---|---|
| 11/15/2021 | 1,233,333 | 766,667 | $0.49 | 02/23/2032 |
| 05/22/2023 | 59,375 | 128,125 | $0.66 | 05/21/2033 |
| 07/18/2024 | 26,041 | 233,959 | $0.77 | 07/17/2033 |
- Vesting schedules: Grants vest in 48 equal monthly installments from the vesting commencement date, subject to continued service .
Employment Terms
| Term | Details |
|---|---|
| Employment start date and status | Offer letter dated October 18, 2021; at-will employment; serving as COO since November 2021 |
| 2025 Base salary | $340,704 |
| Target bonus | 35% of annual base salary (2025) |
| Severance (no change in control) | If terminated without cause or resigns following a “material change in position”: 6 months base salary, 50% of target bonus, and 6 months paid COBRA premiums (subject to release) |
| Severance (in connection with change in control) | Same cash/COBRA terms as above plus accelerated vesting of outstanding options/RSUs that are assumed or substituted by the acquirer (subject to release) |
| Award acceleration (plan-level) | If awards are not assumed/continued/substituted in a corporate transaction, vesting accelerates in full for current participants; unexercised awards terminate at transaction effectiveness if not exercised |
| Post-termination option exercise windows | Generally 3 months after termination; 12 months after disability; 18 months after death (subject to award terms) |
| Clawback policy | Awards subject to clawback under listing standards and law; Board may impose additional recovery terms |
| Hedging/pledging policy | Hedging, derivative trading, and pledging (including margin loans) prohibited under Securities Trading Policy |
| Perquisites and benefits | Eligible for company-paid medical, dental, vision, life insurance; 401(k) participation with potential discretionary employer match; generally no perquisites |
Investment Implications
- Pay mix and alignment: 2024 compensation was weighted toward cash ($324,450 salary + $114,660 bonus) with $130,000 in equity grant value, indicating meaningful at-risk equity while maintaining cash components . Hedging/pledging prohibitions and clawback provisions support alignment and governance quality .
- Vesting cadence and potential selling pressure: Monthly vesting across multiple option grants creates a steady flow of newly vested shares, which can translate into periodic liquidity events; monitor Form 4 filings and blackout windows for timing around vest dates .
- Ownership stake: Beneficial ownership of 0.41% provides some skin-in-the-game, though not a controlling stake; watch for incremental grants and exercisability to gauge alignment trends over time .
- Retention risk and change-in-control economics: Six months’ severance plus 50% of target bonus and COBRA, together with double-trigger acceleration for awards assumed/substituted and single-trigger plan acceleration if awards are not assumed, meaningfully reduces retention risk during strategic events while potentially increasing dilution in a transaction scenario .