Trevor Moody
About Trevor Moody
Trevor Moody, age 60, has served as a Director of EBR Systems (EBRCZ) since 2017. He is President of TM Strategic Advisors LLC (since 2010), and previously served as Medical Device Partner at M.H. Carnegie & Co. (2013–2022), General Partner at Frazier Healthcare Ventures, and as a director at ElectroCore (Nasdaq: ECOR) from April 2013 through August 2023. He holds a B.Eng. from the University of Southern Queensland and an M.S. in Management from MIT Sloan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TM Strategic Advisors LLC | President | Jan 2010–present | Management consultancy focused on medtech investing and strategy |
| M.H. Carnegie & Co. | Medical Device Partner | Oct 2013–Apr 2022 | Investor and advisor; affiliated group is a major EBR holder |
| Frazier Healthcare Ventures | General Partner | Not disclosed | Large U.S. PE/VC firm in healthcare |
| ElectroCore (ECOR) | Director | Apr 2013–Aug 2023 | Bioelectronic medicine; public company board service |
| Simplify Medical Pty Ltd. | Director | Until sale to NuVasive | Board at time of sale; transaction experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cardiac Dimensions Pty Ltd. | Director | Current | Cardiovascular devices |
| Renew Medical Pty Ltd. | Director | Current | Medtech |
| The Brain Protection Company Pty Ltd. | Director | Current | Neuro-related medtech |
Board Governance
- Independence: The Board determined Mr. Moody is independent under Nasdaq and ASX Corporate Governance criteria .
- Committees: Member, Nomination & Remuneration Committee (current composition: Drexler, Moody, Steinhaus; all independent) .
- Attendance: Board met 5 times in FY2024; each director attended ≥75% of applicable Board and committee meetings. Audit & Risk met 7 times; Nomination & Remuneration met 6 times .
- Roles: Not a committee chair; committee chairs are Bronwyn Evans (Audit & Risk) and Karen Drexler (Nomination & Remuneration) .
- Executive sessions: Nomination & Remuneration Committee meets regularly in executive session .
Fixed Compensation
| Component | FY2024 | FY2025 (approved structure) |
|---|---|---|
| Board Member Cash Retainer ($) | $40,000 | $50,000 |
| Committee Member Cash Fee ($) | $7,500 | $8,750 |
| Total Cash for Moody ($) | $47,500 (as reported) | $58,750 (member of Nomination & Remuneration) |
Performance Compensation
| Instrument | FY2024 | FY2025 Proposed |
|---|---|---|
| Annual Director Option Value ($) | $60,546 grant-date fair value | $112,500, subject to stockholder approval (Proposal 7) |
| Grant Size (options) | 163,637 options (Mar 2024 cycle) | 175,781 options |
| Exercise Price ($) | $0.55 (Mar 2024 grants) | $1.04 (based on ASX CDI close near calc date) |
| Vesting | 12 equal monthly installments (2024 cycle) | 12 equal monthly installments; deemed fully vested if term concludes at 2026 annual meeting |
| Performance Metrics Tied to Director Options | None; consistent with ASX guidance for non-executive directors (time-based vesting only) |
Detailed prior grants and instruments:
| Grant/Instrument | Quantity | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| Stock options (2023 grant) | 182,159 | $0.44 | Apr 3, 2033 | Under 2021 Plan |
| Stock options (2024 grant) | 163,637 | $0.55 | Mar 20, 2034 | Under 2021 Plan |
| Options to Australian MedTech Services Pty Ltd | 100,100 | $0.80 | Nov 21, 2031 | Entity where Moody was director; outside 2021/2013 Plans |
| Proposed 2025 director options | 175,781 | $1.04 | Standard plan term | Subject to Proposal 7 |
Plan features relevant to directors:
- Change-in-control: If awards are not assumed/continued, current participants’ unvested awards accelerate in full prior to effective time; Board may cash-out options that would terminate .
- Clawbacks: Awards subject to Company clawback policy per applicable listing standards and law (Dodd-Frank) .
- Non-Employee Director annual compensation cap: $750,000 ($1,000,000 in first year of appointment), measured at grant-date fair value .
Other Directorships & Interlocks
| Company/Entity | Type | Relationship/Interlock | Signal |
|---|---|---|---|
| ElectroCore (ECOR) | Public company | Past director (Apr 2013–Aug 2023) | Public board experience |
| M.H. Carnegie & Co. affiliated entities | Major EBR holders | Reporting shows shared voting/investment power over 854,018 EBR warrants with MHCC; Mr. Moody previously a partner at MH Carnegie | Potential perceived conflict; monitor transactions and voting |
Expertise & Qualifications
- Medtech investing and board advisory across cardiac rhythm, bioelectronic medicine, and device commercialization .
- Education: B.Eng., University of Southern Queensland; M.S. in Management, MIT Sloan .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares and rights) | 1,286,277 |
| Ownership % of shares outstanding | 0.34% |
| Composition (near-term exercisable) | 332,159 options exercisable within 60 days |
| Additional interests | 100,100 options via Australian MedTech Services Pty Ltd; 854,018 warrants linked to MHCC |
| Pledging/Hedging | Company policy prohibits hedging, derivatives, pledging or margin loans on Company securities |
Governance Assessment
- Board effectiveness: Independent director; serves on Nomination & Remuneration Committee (evaluation of director nominees, governance practices, and executive/director compensation). Committee met 6 times in FY2024; Board met 5 times; ≥75% attendance across directors supports engagement .
- Compensation alignment: Equity options for non-executive directors are time-based with no performance hurdles, consistent with ASX guidance; 2025 cash and equity mix for Moody totals $58,750 cash plus proposed $112,500 options, aligning director incentives with shareholder value while preserving cash .
- Conflicts/related-party exposure: Prior affiliation with M.H. Carnegie & Co. and shared voting/investment power over EBR warrants with MHCC (a major holder) create potential perceived conflicts; presence of options granted to Australian MedTech Services Pty Ltd linked to his prior roles should be monitored. Board states Moody is independent per Nasdaq/ASX criteria, and the Audit & Risk Committee reviews conflicts and related party transactions .
- Risk controls: Robust clawback provisions in the equity plan and strict securities trading policy prohibiting hedging and pledging mitigate alignment and reputational risks .
- Change-of-control terms: Standard plan acceleration if awards are not assumed; no bespoke CIC provisions disclosed for Moody beyond plan mechanics, reducing entrenchment concerns .
RED FLAGS to monitor
- Interlocks with significant shareholder (MH Carnegie group): shared power over EBR warrants can present perceived conflicts; ensure recusal on matters impacting those holders .
- Director equity awards lack performance conditions (ASX-consistent but lower pay-for-performance rigor): options vest monthly; ensure overall board incentive design balances time-based grants with governance oversight .