Patrick F. Williams
About Patrick F. Williams
Patrick F. Williams is Chief Financial Officer of NeuroPace (principal financial officer and principal accounting officer), appointed effective June 20, 2025; he is 52 and brings 25+ years of financial and operational leadership at public medical device companies, including CFO roles at STAAR Surgical (oversaw worldwide finance; STAAR reported >$300M net sales in 2024), Sientra (later GM of miraDry), CFO of ZELTIQ (acquired in 2017), and VP roles at NuVasive; he holds a B.A. in Economics from UC San Diego and an M.B.A. from San Diego State University . Since his appointment, NPCE reported Q3’25 revenue of $27.4M (+30% YoY) with 77.4% gross margin and narrowed operating loss; FY25 revenue guidance was raised to $97–98M with gross margin 76–77% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STAAR Surgical | Chief Financial Officer | Not disclosed | Oversaw worldwide finance; company reported net sales >$300M in 2024 . |
| Sientra | Chief Financial Officer; later GM, miraDry business unit | Not disclosed | Senior finance and operating leadership across commercial-stage medtech . |
| ZELTIQ Aesthetics | Chief Financial Officer | Not disclosed | CFO of a public medtech company acquired in 2017 . |
| NuVasive | Vice President (strategy, finance, IR) | Not disclosed | Strategy, finance and investor relations leadership at a public spine medtech firm . |
External Roles
No external public company directorships were mentioned in NPCE’s 2025 proxy or the June 24, 2025 CFO appointment 8‑K reviewed for this analysis .
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | $500,000 per year . |
| Target annual bonus | 60% of base salary; actual bonus based on goals agreed with the Board . |
| Benefits/indemnification | Eligible for employee benefit plans; NeuroPace entered into its standard form of indemnification agreement . |
Performance Compensation
Annual Cash Incentive (Design reference – company program)
| Item | 2024 Plan Design (for reference) |
|---|---|
| Metrics | Corporate goals included revenue and operating loss targets and non‑revenue corporate objectives . |
| Target bonus (executives) | 45% of base salary for NEOs other than CEO (CEO 75%) . |
| 2024 attainment | Corporate bonus attainment 76% (98% for CEO); paid at 73.5% of CEO target; 34.2% of target for other NEOs . |
Note: Mr. Williams joined in 2025; his specific 2025 bonus metrics/payouts have not been disclosed as of the filings reviewed .
Equity Awards (Offer Letter – grants and vesting)
| Award Type | Shares | Exercise Price | Vesting |
|---|---|---|---|
| Sign‑on RSUs | 10,370 | N/A | 25% on 1‑year anniversary of grant; remainder vests quarterly over next 3 years, subject to continued service . |
| Sign‑on Options | 17,600 | Fair market value on grant date | Same as above . |
| New‑hire RSUs | 41,480 | N/A | Same as above . |
| New‑hire Options | 70,350 | Fair market value on grant date | Same as above . |
Additional policy guardrails:
- Hedging/pledging prohibited for all directors, officers and employees (no short sales, options, hedging, margin, pledges) .
- Incentive Compensation Clawback Policy adopted in Oct 2023 (Rule 10D‑1/Nasdaq 5608 compliant) covering current/former executive officers for compensation tied to financial reporting measures .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Equity granted (unvested at grant) | 51,850 RSUs (10,370 sign‑on + 41,480 new‑hire) and 87,950 options (17,600 sign‑on + 70,350 new‑hire), all subject to time‑based vesting . |
| Vesting cadence | 25% cliff at 1‑year from grant, then quarterly over the following 3 years (12 equal quarterly installments of the remaining 75%), contingent on continued service . |
| Hedging/pledging | Prohibited by Insider Trading Policy (no hedging, margin, pledges) . |
| Clawback | Executive officers subject to incentive compensation recoupment upon applicable restatements . |
Potential selling pressure: The structure creates a 1‑year cliff vest followed by steady quarterly vesting for three years; this often introduces incremental supply at the cliff date and each quarter thereafter, subject to trading windows and 10b5‑1 plans .
Employment Terms
- Appointment/start: Appointed CFO, principal financial officer and principal accounting officer, effective June 20, 2025 .
- Offer letter exhibit: Company will file the Offer Letter as an exhibit to the Form 10‑Q for the quarter ended June 30, 2025 .
- Severance plan eligibility: Eligible under Officer Severance Benefit Plan .
Severance & Change‑in‑Control economics (Officer Severance Benefit Plan):
- Non‑CIC termination: 12 months base salary paid in installments; up to 12 months COBRA coverage .
- CIC termination (3 months before to 24 months after a change in control): Lump sum cash equal to 12 months base salary; lump sum cash equal to 100% of target bonus pro‑rated for the year through the termination date; up to 12 months COBRA .
- Equity acceleration: If a change in control occurs while employed, 100% of unvested equity awards vest immediately (single‑trigger acceleration) .
- Definitions (summarized): “Cause,” “Good Reason,” “Change in control,” and “Change in control termination” are defined in the plan; the CIC period spans 3 months pre‑ to 24 months post‑transaction .
Other:
- Standard form of indemnification agreement executed .
- Company remains an Emerging Growth Company (EGC), which exempts it from say‑on‑pay and CEO pay‑ratio disclosures while EGC status applies .
Investment Implications
- Strong equity alignment with meaningful new‑hire and sign‑on awards across RSUs and options; vesting cadence (1‑year cliff then quarterly over 3 years) supports retention but introduces potential supply at vest dates subject to trading policies .
- Change‑in‑control equity treatment is single‑trigger (100% acceleration on CIC while employed), which can weaken post‑CIC retention and is a relative governance negative versus double‑trigger market norms; cash severance remains double‑trigger .
- Hedging and pledging are prohibited and a clawback policy is in place, both positive for alignment and risk controls .
- Background fits NPCE’s scale‑up phase (CFO roles at public medtechs, M&A exposure via ZELTIQ), which may bolster capital allocation discipline and investor engagement during a growth and indication‑expansion cycle .
- Early‑tenure scorecard: Under his CFO tenure NPCE delivered Q3’25 revenue +30% YoY with 77.4% gross margin and raised FY25 guidance; while multi‑factor, these datapoints reduce execution risk perceptions around the transition .