Dana Mead Jr
About Dana G. Mead, Jr.
Independent Board Chair of Pulmonx (LUNG); age 65; director since February 2010 and Chairman since October 2019. Previously CEO of HeartFlow (May 2019–Feb 2021) and Beaver-Visitec (Nov 2016–May 2019), and partner at Kleiner Perkins (Jun 2005–Nov 2016); education includes a B.A. from Lafayette College and an M.B.A. from USC . The Board affirmatively determined Mr. Mead is independent under Nasdaq standards, and Pulmonx maintains an independent chair structure with Mr. Mead presiding; directors met six times in 2024 and each director attended at least 75% of meetings, with independent director executive sessions at each quarterly meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HeartFlow, Inc. | Chief Executive Officer, President, Director | May 2019 – Feb 2021 | Led medtech company; senior operating role |
| Beaver-Visitec International, Inc. | President & Chief Executive Officer | Nov 2016 – May 2019 | Surgical device leadership |
| Kleiner Perkins Caufield & Byers | Partner | Jun 2005 – Nov 2016 | VC investing experience |
External Roles
| Organization | Role | Tenure/Status | Committees |
|---|---|---|---|
| Inspire Medical Systems | Director | Since July 2008 (continuing) | Audit Committee member |
| Inari Medical, Inc. | Director | Oct 2021 – Feb 2025 (company sold to Stryker) | — |
| Intersect ENT, Inc. | Director | Jan 2006 – May 2022 (sold to Medtronic) | — |
Board Governance
- Independence and leadership: Independent director; serves as independent Board Chair with agenda-setting and presiding authority; Board favors separation of Chair and CEO roles for accountability .
- Committee assignments: Audit Committee member; not a committee chair. Committee meeting counts FY2024—Audit: 8; Compensation: 6; Nominating & Corporate Governance: 5 .
- Attendance and engagement: Board met six times in 2024; each director attended ≥75% of Board and committee meetings; independent directors held executive sessions at all four scheduled quarterly meetings .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (member) | $45,000 | Per non-employee director cash policy |
| Board Chair premium | $40,000 | Non-Executive Chair cash fee |
| Audit Committee member fee | $10,000 | Committee membership cash fee |
| Total cash earned FY2024 | $95,000 | Reported as fees earned |
Compensation mix FY2024: Cash $95,000 and equity grant date fair value $104,990; total $199,990 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | 2024-06-03 | 15,216 | $104,990 | Vests on earlier of one-year from grant or next annual meeting, subject to service |
| Options (outstanding) | — | 30,500 (exercisable) | — | Standard director options outstanding; exercisable |
Notes:
- Director equity awards follow policy under the 2020 Plan; annual director equity target $125,000 value (options or RSUs) granted on quarterly grant date after annual meeting .
- No director-specific performance metrics disclosed for equity; director grants are time-based RSUs/options .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Commentary |
|---|---|---|
| Inspire Medical Systems | Concurrent directorship; Audit Committee | No related-party transactions disclosed by Pulmonx; Inspire operates in sleep apnea devices, not disclosed as a Pulmonx counterparty . |
| Inari Medical, Intersect ENT | Prior directorships; both sold | Historical roles; no Pulmonx related-party transactions disclosed . |
Expertise & Qualifications
- Extensive medtech operating experience (CEOs at HeartFlow and Beaver-Visitec) and venture investing background (Kleiner Perkins) .
- Audit oversight experience via membership on Inspire Medical Systems’ audit committee and Pulmonx Audit Committee .
- Independent Board Chair role underscores governance leadership and ability to shape Board agendas and independent sessions .
Equity Ownership
| Category | Amount (shares) | Details |
|---|---|---|
| Direct holdings | 47,345 | Shares held by Mr. Mead |
| Trust holdings | 4,076 | Mead Family Trust (co-trustee) |
| Options (exercisable) | 30,500 | Immediately exercisable options |
| Unvested RSUs (as of 12/31/24) | 15,216 | FY2024 director grant |
| Total beneficial ownership | 81,921 | Less than 1% of outstanding shares (40,237,480) |
Ownership alignment policies:
- Non-employee directors must hold stock equal to 3x annual cash retainer within five years; compliance status for Mr. Mead not individually disclosed .
- Hedging, short selling, pledging, and derivative trading are prohibited by insider trading policy .
Governance Assessment
- Independence and effectiveness: Mr. Mead is an independent director and serves as independent Chair—positive structure for oversight and CEO accountability .
- Committee work: Active Audit Committee member with 8 meetings in 2024; Board and committee attendance ≥75%—adequate engagement .
- Compensation mix and alignment: Balanced cash/equity ($95k/$104.99k) with time-based RSUs; director ownership guidelines reinforce alignment, though individual compliance not disclosed .
- Shareholder signals: 2025 say-on-pay passed with 14,708,726 For vs. 14,202,629 Against, indicating divided investor sentiment; prior year’s say-on-pay for 2023 compensation received ~53% support after outreach, prompting addition of PSUs to executive program in 2025 .
- Conflicts/related-party: No related-person transactions disclosed involving Mr. Mead; robust policy requires Audit Committee review and recusals where applicable .
- RED FLAGS: None disclosed regarding pledging/hedging, legal proceedings, or related-party transactions; close say-on-pay vote suggests investors remain focused on pay practices and performance linkages .
Director Compensation (Detail)
| Item | FY2024 Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $95,000 | Non-employee director compensation table |
| Stock Awards (RSUs fair value) | $104,990 | Non-employee director compensation table |
| Total | $199,990 | Non-employee director compensation table |
Policy components (cash):
- Board member: $45,000; Chair premium: $40,000; Audit Committee member: $10,000; other committee fees as applicable (Comp Chair $15,000; NomGov Chair $10,000; members $7,500/$5,000) .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting: Executive compensation advisory vote—For 14,708,726; Against 14,202,629; Abstain 10,428; Broker non-votes 4,400,582 .
- 2024 advisory vote (on 2023 compensation): ~53% approval; company conducted outreach and enhanced disclosures; introduced PSUs for executives in 2025 tied to 2-year cumulative revenue .
Committee Assignments and Roles
| Committee | Member | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Yes | No | 8 |
| Compensation | No | — | 6 |
| Nominating & Corporate Governance | No | — | 5 |
| Board Chair (Independent) | Yes | Chair of Board | — |
Attendance & Engagement
- Board met six times in FY2024; each director attended ≥75% of Board and committee meetings .
- Independent director executive sessions occurred at each quarterly Board meeting in 2024 .
Related Party Transactions & Policies
- No specific related-person transactions involving Mr. Mead disclosed. Company policy mandates Audit Committee review and director recusal where conflicts exist for transactions >$120,000 .
Insider Trades
- Beneficial ownership summarized above; latest Form 3/4/5 transactions not detailed in proxy. No pledging permitted under insider trading policy . (Note: No additional insider transaction details disclosed in cited filings.)
Expertise & Qualifications
- Extensive medtech leadership (HeartFlow, Beaver-Visitec) and long-tenured public board experience (Inspire) with audit committee service; venture capital background enhances strategic and growth oversight .
Equity Compensation Policy (Directors)
- Annual equity target $125,000 (options and/or RSUs) granted post-annual meeting; RSUs vest on earlier of one year or next annual meeting; options vest monthly over a year; change-in-control full vesting for directors immediately prior to closing .
Governance Quality Summary
- Structure: Independent Chair with majority independent board; clear committee charters; stock ownership policy .
- Engagement: Regular executive sessions; adequate attendance .
- Investor alignment: Director pay modest, equity component meaningful; strong insider trading prohibitions; ongoing investor outreach and evolution of executive pay programs (PSUs) .
- Watch items: Split say-on-pay vote in 2025 merits continued monitoring of pay practices and performance alignment .