Patricia Wilber

About Patricia Wilber

Patricia Wilber (age 64) has served as an independent director of electroCore, Inc. since March 2022. She is a seasoned global marketing executive and board member, formerly Executive Vice President and Chief Marketing Officer at The Walt Disney Company, with deep experience leading EMEA marketing, franchise, and partnerships across Disney, Pixar, Star Wars, and Marvel. She holds a B.A. in history from Brown University. Her board tenure at ECOR includes service on the Audit Committee and Nominating & Governance Committee.

Past Roles

External Roles

Board Governance

• Independence: The Board determined all current directors other than the CEO are independent under Nasdaq and SEC rules; Ms. Wilber is independent.
• Committees: Audit Committee; Nominating & Governance Committee.
• Committee chair roles: Not a chair; signed the Audit Committee report.
• Attendance: Board met seven times in 2024; each Board member attended ≥75% of Board and applicable committee meetings.
• Executive sessions: Non-management directors met in executive sessions at the end of Board meetings or via scheduled calls; independent chairman presided.
• Board structure change: Declassification proposal to move to annual elections phased in by 2027; removal without cause permitted post-declassification with 66 2/3% vote.

Fixed Compensation

• Cash retainers (policy levels effective Oct 1, 2023): Board $50,000; Audit Committee member $10,000; Nominating & Governance member $5,000; total typical $65,000.
• Actual cash paid 2024: $65,095.

Performance Compensation

• Annual equity grant (Sept 3, 2024): RSU/DSU award valued $102,400; 16,583 shares; vests in 12 equal monthly installments; full vesting on earlier of one-year anniversary or one business day prior to the next annual meeting; accelerated vesting upon change of control.
• Option awards: None granted to Ms. Wilber in 2024 under director program.
• Warrants from private placement (June 5, 2024): Purchased 3,465 warrants at $6.43 exercise price; immediately exercisable; expire five years from issuance.

Performance metrics table (director compensation):

Other Directorships & Interlocks

• Current public boards: Zapp Electric Vehicles Group Limited (Wilber).
• Interlock consideration: ECOR Chairman F. Peter Cuneo previously served as Executive Chairman of CIIG Capital Partners II (SPAC) that completed a business combination with Zapp Electric Vehicles, Inc. in April 2023; Wilber now serves on Zapp Electric Vehicles Group Limited’s board. While time-separated, this indicates network connectivity potentially affecting information flow.
• Non-profit boards: Yale New Haven Health System/Hospital (current); Vibrant Emotional Health (2022–2023).

Expertise & Qualifications

• Strategic marketing and branding leadership; led multi-country integrated marketing, franchise, and partnerships (EMEA).
• Board experience across entertainment and EV sectors; non-profit health governance.
• Education: B.A. in history, Brown University.
• Audit Committee participation with signed report indicates engagement with financial oversight.

Equity Ownership

• Beneficial ownership (as of July 10, 2025): 56,779 shares (<1% of outstanding).
• Ownership components: 36,731 common shares; 16,583 RSUs; 3,465 warrants.
• Pledging/Hedging: Company policy prohibits hedging by directors; no pledging disclosure for Wilber.

Governance Assessment

• Strengths

  • Independence and active committee service (Audit; Nominating & Governance), with signed Audit Committee report evidencing oversight engagement.
  • Attendance at or above the 75% threshold; participates in executive sessions, supporting independent oversight.
  • Alignment via equity ownership and participation in 2024 private placement, signaling confidence and skin-in-the-game.
  • Board declassification initiative enhances accountability through annual elections by 2027.

• Potential Conflicts / Red Flags

  • Interlock/network: Connection to Zapp EV board alongside Chairman Cuneo’s prior SPAC role linked to Zapp could introduce perceived network influences, though no RPT is disclosed related to Wilber beyond standard director compensation and the June 2024 financing. Monitor for any ECOR business dealings with Zapp or related entities.
  • Related-party financing: Participation in June 5, 2024 private placement at market terms (common plus half-warrant unit) is typical; not a conflict but noteworthy for governance tracking.
  • No disclosures of hedging, pledging, tax gross-ups, or low attendance.

• Director Compensation Mix

  • Balanced cash ($65,095 in 2024) and equity ($102,400 RSUs/DSUs); time-based vesting with change-of-control acceleration follows peer norms; absence of performance-linked metrics for director pay is typical.

• Shareholder Signals

  • Ongoing say-on-pay advisory vote for executive compensation; Board continues engagement and governance refinements.
  • Director independence across committees; no compensation committee interlocks.

Overall, Wilber’s profile supports investor confidence through independence, committee engagement (including audit oversight), and ownership alignment. Monitoring of the EV interlock and future related-party transactions remains prudent, but current disclosures present no material conflicts.