Martha Morrell
About Martha Morrell
Martha Morrell, M.D., age 69, has served as NeuroPace’s Chief Medical Officer since 2004; she is also a Clinical Professor of Neurology at Stanford University, reflecting deep clinical leadership in epilepsy across Stanford and Columbia University roles . During her tenure, NeuroPace’s 2024 revenue grew 22% to $79.9 million, with Q4 2024 revenue of $21.5 million and gross margin of 73.9%, underscoring execution on commercial scale-up and clinical programs (NAUTILUS, pediatric RNS real‑world evidence) . Her 2024 compensation included a base salary of $486,702 and a performance bonus of $181,460 based on corporate goal attainment; her equity incentives are primarily time‑vested RSUs and options aligned to shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Columbia University / NewYork-Presbyterian | Caitlin Tynan Doyle Professor of Clinical Neurology; Director, Columbia Comprehensive Epilepsy Center | 1998–2004 | Led a major epilepsy center; advanced clinical care and programs |
| Stanford University School of Medicine | Faculty; Director, Stanford Comprehensive Epilepsy Center | 1990–1998 | Directed Stanford’s epilepsy center; built clinical and research footprint |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Stanford University | Clinical Professor of Neurology | 2004–Present | Ongoing academic leadership in neurology/epilepsy |
Fixed Compensation
Multi-year cash compensation and bonus targets:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 453,000 | 468,502 | 486,702 |
| Target Bonus (% of Salary) | Not disclosed | 45% | 45% |
Notes:
- Effective Mar 1, 2024, her base was increased to $490,000 (reflects 80% work schedule) and target bonus remained 45%; base unchanged for 2025 .
Performance Compensation
Annual performance bonuses are tied to company goals (revenue, operating loss, and non‑revenue objectives). Payouts vs targets:
| Year | Metric | Target | Actual Attainment | Payout (% of Target) | Bonus Paid ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Corporate goals: revenue, operating loss, non‑revenue objectives | Dr. Morrell target = 45% of salary | Company attainment 76% (CEO at 98%) | 34.2% of target | 181,460 | Cash (no vesting) |
| 2023 | Corporate goals: revenue, operating loss, non‑revenue objectives | Dr. Morrell target = 45% of salary | Company attainment 121% | 116% of target | 260,174 | Cash (no vesting) |
Equity Ownership & Alignment
Beneficial ownership and components:
| As of Date | Shares Owned | Options/RSUs Acquirable ≤60 Days | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Apr 9, 2025 | 79,373 | 269,285 (incl. options; RSUs vesting in 60 days) | 348,658 | 1.1% |
| Mar 31, 2024 | 133,352 | 257,786 (incl. options; see note) | 391,138 | 1.3% |
Hedging/Pledging:
- Company insider trading policy prohibits short sales, options, hedging, margin accounts, and pledges of company stock, reducing misalignment risks .
Outstanding equity awards (as of Dec 31, 2024):
| Type | Grant Date | Vest Start | Exercisable | Unexercisable | Strike | Expiration | RSUs Unvested | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|---|
| Stock Option | 10/30/2020 | 8/19/2020 | 140,449 | — | 0.026 | 10/29/2030 | — | — |
| Stock Option | 11/30/2020 | (fully vested at issuance per repricing) | 10,634 | — | 0.026 | 12/01/2027 | — | — |
| Stock Option | 06/04/2021 | 04/22/2021 | 15,235 | 1,385 | 21.67 | 06/03/2031 | — | — |
| Stock Option | 03/03/2022 | 03/03/2022 | 64,268 | 29,212 | 8.15 | 03/02/2032 | — | — |
| RSU (Time) | 06/04/2021 | 04/22/2021 | — | — | — | — | 1,039 | 11,626 |
| RSU (Time) | 03/03/2022 | 03/03/2022 | — | — | — | — | 14,606 | 163,441 |
| RSU (Time) | 02/20/2023 | 02/20/2023 | — | — | — | — | 33,333 | 372,996 |
| Stock Option | 02/27/2024 | 02/27/2024 | — | 24,950 | 17.11 | 02/26/2034 | — | — |
| RSU (Time) | 02/27/2024 | 02/27/2024 | — | — | — | — | 12,500 | 139,875 |
Vesting schedules for 2023–2024 awards:
- 02/20/2023 RSUs (80,000): 33.3% vested on 02/20/2024; remaining vest in 8 equal quarterly installments thereafter; acceleration on qualifying terminations per plan .
- 02/27/2024 Options (24,950, $17.11): 25% vested 02/27/2025; remainder in 36 equal monthly installments thereafter .
- 02/27/2024 RSUs (12,500): 25% vested 02/27/2025; remainder in 12 equal quarterly installments thereafter .
Insider trade reporting:
- The company reported late Section 16 filings for Dr. Morrell related to tax withholding on RSU vesting and two option exercises (Jan 31, 2024; Feb 12, 2024) due to administrative errors not attributable to the reporting person .
Employment Terms
- Agreement: Amended and restated employment agreement (Mar 2021) set initial base and bonus opportunity post‑IPO; effective Mar 1, 2024 base increased to $490,000 (80% schedule) with 45% target bonus; base unchanged for 2025 .
- Severance: Under the Officer Severance Benefit Plan, non‑CoC covered termination provides 12 months’ base salary (installments) plus up to 12 months COBRA .
- Change‑of‑Control: Single‑trigger full acceleration of unvested equity upon CoC if still employed; if an involuntary termination occurs within the CoC period (three months before to 24 months after CoC), severance includes lump‑sum 12 months’ base salary, pro‑rated 100% target bonus for the year, and up to 12 months COBRA; definitions of “cause,” “good reason,” and “involuntary termination” set forth in plan .
- Clawback: Incentive Compensation Recoupment Policy adopted Oct 2023 (SEC Rule 10D‑1; Nasdaq 5608) covering incentive comp tied to financial reporting measures .
- Perquisites/401(k): No perquisites provided in 2024; eligible for standard benefits and tax‑qualified 401(k) on same basis as employees .
- Hedging/Pledging: Insiders prohibited from hedging, pledging, short sales, and options on company stock .
- Say‑on‑Pay: Company is an emerging growth company and exempt from advisory say‑on‑pay and CEO pay ratio disclosures .
Compensation Structure
Multi-year pay mix and grants:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 453,000 | 468,502 | 486,702 |
| Stock Awards (RSUs) ($) | 381,094 | 380,000 | 213,875 |
| Option Awards ($) | 378,797 | — | 287,514 |
| Non‑Equity Incentive ($) | 102,538 | 260,174 | 181,460 |
| Total ($) | 1,315,429 | 1,108,676 | 1,169,551 |
Observations:
- Shift from larger RSU grants (2023) to mixed RSU/option refresh in 2024; options carry time‑based vesting with service‑linked retention .
- Historic option repricing in 2020 resulted in certain fully vested options upon issuance (company‑wide event); presence of repriced legacy options is a governance consideration .
Equity Awards (Detail)
| Award Type | Grant Date | Shares/Units | Strike | Vesting | Notes |
|---|---|---|---|---|---|
| RSU | 02/20/2023 | 80,000 | — | 33.3% on 02/20/2024; then 8 equal quarterly installments | Acceleration on qualifying terminations |
| Option | 02/27/2024 | 24,950 | $17.11 | 25% on 02/27/2025; monthly over 36 months thereafter | Exp. 02/26/2034 |
| RSU | 02/27/2024 | 12,500 | — | 25% on 02/27/2025; quarterly over 12 quarters thereafter | — |
| Option | 03/03/2022 | 94,480 (64,268 ex.; 29,212 unex.) | $8.15 | 25% at 1‑year; monthly over 36 months | Exp. 03/02/2032 |
| Option | 06/04/2021 | 16,620 (15,235 ex.; 1,385 unex.) | $21.67 | 25% at 1‑year; monthly over 36 months | Exp. 06/03/2031 |
| Option | 10/30/2020 | 140,449 (fully vested) | $0.026 | Fully vested | Exp. 10/29/2030 |
Compensation Governance Inputs
- Compensation Committee members and processes; use of third‑party consultants (Compensia through mid‑2024; Alpine in 2025); peer benchmarking in life sciences to align pay with market .
Performance & Track Record
- Company KPIs while CMO: 2024 revenue +22% to $79.9M; Q4 2024 revenue $21.5M; 2024 gross margin 73.9% (top end of guidance) .
- Active clinical programs (e.g., NAUTILUS pivotal study timing; pediatric RNS real‑world data program) signal progress toward indication expansion and utilization, consistent with clinical leadership priorities .
Investment Implications
- Pay-for-performance alignment: Annual cash bonuses are formulaically linked to revenue and operating loss goals plus strategic objectives; her 2024 payout was 34.2% of target amid 22% revenue growth, suggesting balanced rigor vs attainment .
- Retention and selling pressure: Time‑based RSUs vest quarterly; routine tax withholding transactions on vesting have occurred (late Form 4s disclosed), implying periodic net share dispositions for taxes rather than discretionary selling .
- Change-of-control economics: Single‑trigger equity acceleration at CoC plus enhanced severance in CoC terminations; this structure can motivate continuity through a transaction while limiting post‑deal retention risk for non‑terminated executives .
- Alignment safeguards: Prohibition on hedging/pledging and the 2023 clawback policy reduce misalignment and restatement risk exposure .
- Governance watchpoints: Presence of repriced legacy options from 2020 is a historical red flag; ongoing equity is time‑vested RSUs/options without disclosed repricing, mitigating current-period risk .