Joel Becker
About Joel Becker
Joel Becker, age 57, is President, Chief Executive Officer, and a director of NeuroPace (NPCE) since July 2023. He was nominated and elected as a Class I director at the June 6, 2025 annual meeting (19,735,539 For; 120,448 Withhold). Becker is not an independent director. He holds a B.A. in Business Administration (Augustana College) and an M.B.A. (University of Minnesota) .
Board leadership is separated: Frank Fischer serves as independent non‑executive Chair, and Becker is CEO, mitigating CEO/Chair dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Viking North Ventures | President | Oct 2022 – Jul 2023 | Advised medtech/healthcare companies and investors on leadership and strategy development . |
| Integer Holdings (Cardiac Rhythm Mgmt & Neuromodulation) | President, Product Category | Apr 2019 – Oct 2022 | Oversaw commercial and operational strategy/execution for a global medical device business . |
| Xchange Labs, LLC | Chief Executive Officer | May 2017 – Aug 2018 | Led commercial and operational execution for a healthcare technology SaaS connectivity platform . |
| St. Jude Medical | President, Americas Division; President, U.S. Division; other leadership roles | 2004 – 2016 | Led U.S. and Americas divisions at a global device manufacturer; St. Jude later acquired by Abbott (2017) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NeuroPace, Inc. | Director (Class I) | Jul 2023 – present | Elected June 6, 2025 (term to 2028 AGM); not independent . |
| Other public or non‑profit boards | — | — | None disclosed in company filings . |
Fixed Compensation
| Item | 2023 | 2024 | 2025 (in effect) |
|---|---|---|---|
| Base salary ($) | 248,333 (partial year) | 528,667 | 575,000 effective Mar 1, 2025 |
| Target bonus (% of salary) | 75% (per offer letter) | 75% | 80% |
| Actual annual bonus ($) | 240,000 | 391,714 | — |
Notes: 2024 corporate bonus program was tied to revenue, operating loss, and non‑revenue objectives; payout for Becker equaled 73.5% of target (Board assessed 98% corporate attainment specifically for CEO) .
Performance Compensation
Annual Cash Incentive
| Metric category | Weighting | Target | Actual/Payout |
|---|---|---|---|
| Company revenue/operating loss; non‑revenue corporate objectives | Not disclosed | Becker target = 75% of salary (2024) | Payout = 73.5% of target for 2024; Board determined 98% corporate attainment for CEO; other NEOs at 76% corporate attainment . |
Equity Awards (grants and vesting)
| Award | Grant date | Shares/Units | Exercise price | Vesting | Notes/Value |
|---|---|---|---|---|---|
| Stock options (Inducement) | 7/18/2023 | 380,424 | $4.39 | 25% at 1‑yr from 7/18/2023; then monthly over 36 months | 134,734 exercisable; 245,690 unexercisable at 12/31/2024 . Original grant under 2023 Inducement Plan . |
| Stock options | 2/27/2024 | 104,720 | $17.11 | 25% vested 2/27/2025; then monthly over 36 months | Unexercisable as of 12/31/2024 . |
| RSUs | 2/27/2024 | 52,470 | — | 25% vested 2/27/2025; then in 12 equal quarterly installments | Grant-date fair value $897,762 (2024); RSU FV reflected in SCT . |
Outstanding equity detail as of 12/31/2024 (for reference): RSUs 52,470 (market value $587,139 at $11.19); options as noted above .
2024 Equity Grant Accounting Values (Summary Compensation Table)
| Year | Stock awards ($) | Option awards ($) | Total equity value ($) |
|---|---|---|---|
| 2024 | 897,762 | 1,206,751 | 2,104,513 |
Clawback: Incentive Compensation Recoupment Policy (adopted Oct 2023) applies to current/former executive officers; recovers incentive compensation tied to financial reporting measures upon restatement .
Equity Ownership & Alignment
| Ownership element | Detail |
|---|---|
| Shares owned (direct) | 8,612 . |
| Rights within 60 days (primarily options) | 210,365 . |
| Total beneficial ownership | 218,977 shares; <1% of outstanding (32,752,746 outstanding as of Apr 9, 2025) . |
| Vested vs unvested (as of 12/31/2024) | Options exercisable 134,734; unexercisable 350,410 (245,690 from 2023 grant; 104,720 from 2024 grant). RSUs unvested 52,470 . |
| Hedging/pledging | Prohibited: no short sales, options, hedging, margin, or pledges (policy applies to directors and officers) . |
| Ownership guidelines | Not disclosed in filings reviewed. |
| Trading windows/pre‑clearance | Directors/officers require pre‑clearance; trades limited to defined window periods; 10b5‑1 plans permitted with cooling‑off periods . |
Implication: Quarterly RSU vesting (12 quarters after 2/27/2025) and monthly option vesting through 2028 create periodic potential for Form 4 activity, subject to blackout windows and pre‑clearance .
Employment Terms
| Provision | CEO terms |
|---|---|
| Offer and role | Offer letter June 2023; CEO effective July 10, 2023 . |
| Current cash comp | Base $575,000 (effective 3/1/2025); target bonus 80% of salary . |
| Severance (no CIC) | If eligible “covered” termination not in CIC period: 12 months base salary paid in installments; up to 12 months COBRA . |
| Change‑in‑Control (CIC) | If employed at CIC, 100% of unvested equity vests immediately (single‑trigger equity acceleration). If a qualifying termination occurs in the CIC period (3 months before to 24 months after): cash severance of 18 months base salary (CEO), pro‑rated target bonus, and up to 18 months COBRA . |
| Clawback | Policy compliant with SEC/Nasdaq clawback (Rule 10D‑1; Listing Rule 5608) . |
| Non‑compete/non‑solicit | Not disclosed in reviewed filings. |
| Perquisites/deferred comp/pension | No perquisites provided in 2024; no pension or nonqualified deferred compensation participation in 2024 . |
Board Governance
- Election and independence: Becker elected Class I director to 2028; not independent under Nasdaq; majority of the Board is independent .
- Leadership: Independent Chair (Frank Fischer); CEO is separate, addressing dual‑role risks .
- Committees (2024 roster): Audit (Chair: Rakhi Kumar); Compensation (Chair: Lisa Andrade); Nominating & Corporate Governance (Chair: Frank Fischer) .
- CEO on committees: Not a standing committee member. Compensation Committee delegated an Equity Grant Committee to the CEO for non‑executive grants .
- Meetings/attendance: Board met 9 times in 2024; each director (except one newly appointed in 2025) attended ≥75% of applicable meetings; independent directors hold executive sessions quarterly .
Director election results (2025 AGM):
- Joel Becker For 19,735,539; Withhold 120,448; Broker non‑votes 7,730,356 .
Director Compensation (context for dual roles)
Non‑employee directors receive cash retainers (Board: $40,000; Chair add’l $35,000; committee fees) and annual option grants; several directors elected to take RSUs in lieu of cash fees. As CEO, Becker’s director compensation is not separately disclosed (inside directors typically do not receive director retainers) .
Compensation Committee & Peer Practices
- Committee independence: all members independent and non‑employee directors under Rule 16b‑3 .
- Advisors: Compensia (through June 2024) and Alpine, Inc. (current); no conflicts identified .
- Peer group: life sciences peers reviewed for competitive positioning; specific constituents not listed in 2025 proxy .
Related‑Party / Other Governance Items
- Insider trading policy: strict prohibitions and pre‑clearance; windowed trading; 10b5‑1 plan oversight .
- Related transactions: Company repurchased 5,270,845 shares from 10% holder KCK Ltd. at $9.40 on Feb 13, 2025 (aggregate $49.5M) .
- Say‑on‑pay: As an emerging growth company, NPCE is exempt from say‑on‑pay and CEO pay ratio requirements currently .
Investment Implications
- Pay‑for‑performance: CEO cash bonus tied to revenue, operating loss, and strategic goals; 2024 payout at 73.5% of target indicates partial achievement, aligning incentive cash with operating performance .
- Equity alignment and retention: Significant unvested equity (2023 options plus 2024 options/RSUs) with multi‑year vesting supports retention but also implies scheduled vesting events that could create periodic selling pressure, subject to trading windows; hedging/pledging is prohibited .
- CIC economics: Single‑trigger full equity acceleration at CIC is shareholder‑unfriendly versus double‑trigger structures; however, cash severance is double‑trigger and set at 18 months base plus pro‑rated target bonus and extended COBRA for CEO, which is moderate by small‑cap medtech standards .
- Ownership level: CEO’s current beneficial ownership is <1%, though with meaningful in‑the‑money potential from options granted at $4.39 and additional 2024 equity; alignment is more incentive‑based than stock‑based at present ownership levels .
- Governance risk: CEO is not Chair and Board has majority independence and regular executive sessions, mitigating dual‑role risks. Compensation governance includes independent consultants and clawback, reducing tail‑risk from restatements .