Richard Ferrari
About Richard M. Ferrari
Richard M. Ferrari (age 71) has served on Pulmonx Corporation’s Board since 2007, bringing three decades of medical device operating and investing experience. He co-founded De Novo Ventures and has been Managing Director since 2000, after prior CEO roles at CardioThoracic Systems and Cardiovascular Imaging Systems; he is also on the Stanford Biodesign Emerging Entrepreneurs Forum faculty. He holds a B.S. from Ashland University and an M.B.A. from the University of South Florida .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| De Novo Ventures | Co-Founder; Managing Director | 2000–present | Healthcare VC; sourcing and governance across medtech portfolio |
| CardioThoracic Systems, Inc. | Co-Founder; Chief Executive Officer | Oct 1995–May 1999 | Led minimally invasive cardiac surgery manufacturer |
| Cardiovascular Imaging Systems | Chief Executive Officer | Jan 1990–Jun 1995 | Led ultrasound imaging developer |
| Stanford Biodesign Emerging Entrepreneurs Forum | Faculty | Ongoing | Mentorship; commercialization expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HeartBeam, Inc. | Director; Executive Chairman | Director since Dec 2019; Executive Chairman since Jun 2021 | Cardiac diagnostics; public-company board experience |
| Tenon Medical, Inc. | Executive Chairman; Director | Ongoing | Orthopedics; governance leadership |
| Retriever Medical Inc. | Executive Chairman of the Board | Ongoing | Private med device |
| Advanced Bifurcation Systems Inc. | Vice Chairman of the Board | Ongoing | Interventional cardiology; private |
| Other private medical device companies | Board member | Ongoing | Sector breadth and network |
Board Governance
- Independence: The Board determined Ferrari is independent under Nasdaq standards .
- Committee roles: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Meeting cadence and attendance: Board met 6 times in 2024; Audit (8), Compensation (6), Nominating (5). Each director attended at least 75% of Board and committee meetings during their service period in 2024 .
- Board leadership: Independent Chair (Dana Mead); regular independent executive sessions at all four quarterly Board meetings in 2024 .
- Risk oversight: Audit Committee oversees financial, information security, and regulatory risks; Compensation oversees pay-related risk; Nominating oversees governance and independence .
Fixed Compensation (Director)
| Component | Amount | Basis/Detail |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Non-employee director cash retainer |
| Compensation Committee Chair fee (cash) | $15,000 | Chair premium |
| Nominating & Corporate Governance Committee member fee (cash) | $5,000 | Member retainer |
| Total cash fees (2024) | $65,000 | Matches policy math ($45k + $15k + $5k) |
| Annual equity grant (RSUs) – grant date | Jun 3, 2024 | Board-approved 2024 non-employee director grant |
| Annual equity grant (RSUs) – shares | 15,216 | Per director |
| Annual equity grant (RSUs) – grant-date fair value | $104,990 | ASC 718 value |
| RSU vesting | Earlier of one-year anniversary or next annual meeting; service-based | Standard director vesting |
Performance Compensation
- Directors do not receive performance-based equity or cash incentives; director equity is time-based RSUs and/or options per policy .
- Company-wide pay-for-performance context (executives): 2024 bonus metrics—Revenue (65% weight; 200% cap), Adjusted EBITDA (10% weight; 150% cap), strategic goals (25% weight). 2024 payout achieved at 82% of target with overachievement on Adjusted EBITDA and below-target revenue; no discretionary adjustments were made .
| Metric | Weight | Cap | 2024 Outcome |
|---|---|---|---|
| Revenue | 65% | 200% | Above minimum, below target |
| Adjusted EBITDA | 10% | 150% | Overachieved |
| Strategic/Commercial/Clinical/Platform goals | 25% | 150% | Mostly at target |
| Total bonus achievement | — | — | 82% of target |
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict |
|---|---|---|
| HeartBeam, Inc.; Tenon Medical, Inc. | External public-company leadership roles | No related-party transactions with Pulmonx disclosed; independence affirmed |
| Retriever Medical; Advanced Bifurcation Systems; various private med device boards | Private medtech boards | Sector network may enhance market insight; no Pulmonx transactions disclosed |
Expertise & Qualifications
- Medical device operating CEO experience (CardioThoracic Systems; Cardiovascular Imaging Systems) and venture investing (De Novo Ventures) .
- Board experience across multiple medtech companies; faculty role at Stanford Biodesign supporting commercialization talent .
- Education: B.S. (Ashland); M.B.A. (University of South Florida) .
Equity Ownership
| Category | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 73,155 shares (<1%) | 42,655 shares held directly + 30,500 options immediately exercisable |
| Ownership % of outstanding | <1% | Outstanding shares: 40,237,480 (Mar 15, 2025) |
| Options – exercisable | 30,500 | Director options outstanding |
| RSUs – unvested (as of Dec 31, 2024) | 15,216 | Granted Jun 3, 2024; time-based vesting |
| Hedging/pledging | Prohibited by Insider Trading Policy | Alignment safeguard |
| Ownership guidelines | 3x annual Board cash retainer within five years for non-employee directors | Qualifying Company Stock definition applies |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee; active Nominating member; solid attendance; independent Board Chair and regular executive sessions; clear ownership guidelines; hedging/pledging prohibitions; formal related-party transaction policy and committee oversight .
- Pay governance signals: 2024 say-on-pay approved at ~53% (improved vs 2023 sub-50%); Compensation Committee responded with enhanced disclosure and introduction of PSUs in 2025 tied to 2-year cumulative revenue—suggests responsiveness to investor feedback and alignment efforts .
- Potential red flags to monitor: Multiple external executive chair roles (time commitment risk) and broad medtech board network—no related-party transactions disclosed, but ongoing vigilance warranted; low but improving say-on-pay support indicates scrutiny of compensation practices .
- Committee effectiveness: Compensation Committee independence affirmed; uses independent consultant FW Cook with no conflicts; explicit risk review of compensation practices; transparent bonus plan caps and outcomes in 2024 .
No related-party transactions involving Ferrari are disclosed; independence confirmed. Director compensation is a balanced cash/equity mix with standard vesting; no director performance-based pay. The Board’s ownership and hedging policies support alignment and reduce conflict risk .