Frank Fischer
About Frank Fischer
Frank Fischer, age 83, is NeuroPace’s independent non‑executive Chair and Class I director nominee with nearly three decades on the board (director since 1997; Chair since August 2019). He served as NeuroPace’s President & CEO from 2000–July 2019 and a part‑time employee through January 2020, and holds a B.S. in Mechanical Engineering and an M.S. in Management from Rensselaer Polytechnic Institute, bringing deep medical device operating experience and historical continuity to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NeuroPace, Inc. | President & CEO | 2000–Jul 2019; part‑time employee Jul 2019–Jan 2020 | Led company through long development and commercialization; continuity as later non‑executive Chair |
| Heartport, Inc. | President & CEO; Director | CEO 1998–1999; Director 1992–1999 | Cardiac surgery device leadership and governance experience |
| Ventritex, Inc. | President & CEO | 1987–1997 | Built pioneering implantable cardiac defibrillators; sold to St. Jude Medical in 1997 |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Nevro Corp. | Director | Since 2012 | Public | Medical device board experience |
| Tenon Medical, Inc. | Director (former) | Apr 2022–Dec 2023 | Public | Medical device; former role |
| MindTrace Technologies, Inc. | Director | Since 2024 | Private | Predictive neurosurgery software |
Board Governance
- Independence: Board affirmatively determined Fischer is independent under Nasdaq standards; CEO is not independent .
- Leadership: Independent Chair structure with CEO/Chair separated; Fischer serves as non‑executive Chair .
- Committees (FY 2024 composition):
- Audit Committee member (independent) .
- Nominating & Corporate Governance Committee Chair (independent) .
- Board and committee activity:
- Board met 9 times in FY 2024; all directors (except the January 2025 appointee) attended ≥75% of meetings; independent directors meet in executive session at each regularly scheduled quarterly board meeting .
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | — | 4 |
| Nominating & Corporate Governance | Chair | 4 |
Fixed Compensation
| Component | FY 2024 Amount |
|---|---|
| Board annual cash retainer | $40,000 |
| Chair of the Board retainer | $35,000 |
| Audit Committee member retainer (non‑chair) | $10,000 |
| Nominating & Corporate Governance Committee Chair retainer | $10,000 |
| Total fees earned or paid in cash (reported) | $95,000 |
| Election to receive RSUs in lieu of cash | 10,406 shares (fully vested) |
Notes:
- Directors may elect fully vested shares in lieu of cash retainers; Fischer elected RSUs in lieu of cash in 2024 .
Performance Compensation
| Equity Element | FY 2024 Value / Details | Vesting Terms |
|---|---|---|
| Annual Director Stock Option Award | $77,159 (grant‑date fair value) | Vests upon earlier of 1‑year anniversary or immediately prior to next annual meeting |
| Options held (as of Dec 31, 2024) | 85,105 shares | Per respective grant schedules |
| New Non‑Employee Director Initial Option Policy | Sized to $185,000 / FMV; monthly vest over 3 years | Monthly over 36 months |
| Annual Director Option Policy | Sized to $115,000 / FMV; exercise price = FMV | By next annual meeting |
| Change‑in‑Control (non‑employee directors) | All outstanding director options fully vest on change in control | Accelerated vesting |
Other Directorships & Interlocks
| Company | Relationship to NPCE | Potential Interlock Considerations |
|---|---|---|
| Nevro Corp. (public) | External directorship | Same broad medtech space; no related‑party transactions disclosed involving Fischer at NPCE |
| Tenon Medical (public; former) | Former external directorship | No NPCE related‑party disclosures |
| MindTrace Technologies (private) | External directorship | No NPCE related‑party disclosures |
Expertise & Qualifications
- Medical device CEO and board veteran with commercialization and M&A experience (Ventritex sale to St. Jude; Heartport leadership) .
- Academic credentials: B.S. Mechanical Engineering; M.S. Management (RPI) .
- Board qualifications explicitly cited: extensive medtech experience; historical knowledge and continuity at NPCE .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Frank Fischer | 587,250 | 85,105 | 672,355 | 2.0% |
Policy context:
- Insider Trading Policy prohibits short sales, options, hedging transactions, margin accounts, and pledges across directors, officers, employees, and consultants—supporting alignment and risk management .
Governance Assessment
-
Strengths:
- Independent Chair with separated CEO/Chair roles enhances oversight; Fischer designated independent by the Board .
- Active governance roles: Audit member and Nominating Chair; board met 9 times, with Fischer meeting ≥75% attendance threshold; independent directors hold regular executive sessions .
- Ownership alignment: 2.0% beneficial stake and election to receive RSUs in lieu of cash; annual option grants standard across directors .
- Robust conduct policies: Code of Ethics; hedging and pledging prohibitions; indemnification; structured director compensation policy .
-
Risks and watch items:
- RED FLAG (tenure concentration): Very long tenure (since 1997) combined with former CEO status and current Chairmanship may raise concerns about board refreshment and independence perceptions, despite formal independence determination .
- Role concentration: Simultaneously serving as Board Chair and Nominating & Corporate Governance Committee Chair concentrates agenda‑setting and refreshment influence in a single director .
- Industry interlocks: Concurrent Nevro directorship in medtech; while no related‑party transactions involving Fischer are disclosed at NPCE, overlapping domains merit ongoing monitoring for conflicts .
-
Compensation structure signals:
- Director cash-to-equity election (RSUs) indicates personal alignment; option awards are time‑based with change‑in‑control acceleration—standard but watch dilution and CIC optics .
-
Related‑party transactions:
- No NPCE related‑party transactions disclosed involving Fischer; Audit Committee reviews such transactions per policy .
-
Attendance and engagement:
- Fischer met the ≥75% attendance threshold; independent directors meet in executive session each quarterly meeting, supporting independent oversight .