R. Scott Huennekens
About R. Scott Huennekens
Independent director appointed in January 2025; age 60. He brings extensive medical device leadership experience, having served as President, CEO, and Chairman across multiple companies; education includes a B.S. in Business Administration from USC and an M.B.A. from Harvard Business School . The Board affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verb Surgical Inc. | President, CEO, and Chairman | Aug 2015 – Mar 2019 | Led surgical robotics strategy and execution |
| Volcano Corp. | President & CEO | Mar 2002 – Jun 2015 | Oversaw catheter-based imaging; company sold to Royal Philips NV |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Envista Holdings Corp. (public) | Chairman of the Board | Current | Dental device company |
| Hyperfine, Inc. (public) | Chairman of the Board | Current | Medical device company |
| Acutus Medical, Inc. (public) | Director | Mar 2019 – Jan 2024 | Cardiac device company |
| NuVasive, Inc. (public) | Director | Sep 2018 – Sep 2023 | Spine device company |
| ViewRay, Inc. (public) | Director | Jan 2018 – Jun 2021 | Oncology imaging company |
Board Governance
- Independence: The Board determined Mr. Huennekens is “independent” under Nasdaq standards .
- Committee assignments: Member, Audit Committee (joined upon appointment in Jan 2025); Audit Chair is Rakhi Kumar .
- Board meetings and attendance: Board met nine times in 2024; with the exception of Mr. Huennekens (appointed Jan 2025), all directors met the 75% attendance threshold; independent directors hold executive sessions each quarterly meeting .
- Current committee composition snapshot (FY2024 context): Audit—Kumar (Chair), Fischer, Ryan, Huennekens; Compensation—Andrade (Chair), Geiger, Ryan; Nominating—Fischer (Chair), Andrade, Lacob .
Fixed Compensation
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Director cash retainer structure (policy): | Component | Amount (USD) | |---|---| | Board annual retainer | $40,000 | | Chair of the Board | $35,000 | | Audit Chair | $20,000 | | Compensation Chair | $15,000 | | Nominating Chair | $10,000 | | Audit member (non-Chair) | $10,000 | | Compensation member (non-Chair) | $7,500 | | Nominating member (non-Chair) | $5,000 |
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Election to receive RSUs in lieu of cash: Directors may elect fully vested shares issued quarterly instead of cash .
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2024 Director Compensation (Huennekens): | Year | Fees Earned or Paid in Cash | Option Awards (Grant-date FV) | Total | |---|---|---|---| | 2024 | — | — | — | Note: Mr. Huennekens joined the Board in January 2025 .
Performance Compensation
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Equity awards (policy): | Equity Component | Grant Basis | Vesting | Change-in-Control Treatment | |---|---|---|---| | Initial option at appointment | Shares = $185,000 / FMV (closing price on grant date); strike at FMV | Monthly over 36 months | All outstanding non-employee director options vest upon change in control | | Annual option at each Annual Meeting | Shares = $115,000 / FMV; strike at FMV | Vests on earlier of 1-year anniversary or immediately prior to next Annual Meeting | All outstanding non-employee director options vest upon change in control |
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Meeting fees: Not provided; policy centers on retainers and equity; reimbursement of reasonable expenses for Company-related activities .
Other Directorships & Interlocks
| Company | Relationship to NPCE | Potential Interlock/Conflict Signal |
|---|---|---|
| Envista Holdings Corp. (Chairman) | Different industry (dental devices) | No related-person transactions disclosed involving Mr. Huennekens; monitor routine conflict reviews by Audit Committee |
| Hyperfine, Inc. (Chairman) | Different segment (portable MRI) | No NPCE-disclosed related-person transactions involving Mr. Huennekens |
Expertise & Qualifications
- Education: B.S. in Business Administration (USC); M.B.A. (Harvard Business School) .
- Sector expertise: Medical devices and commercial execution across surgical robotics and imaging .
- Governance experience: Multiple public company board roles; Audit Committee member at NPCE .
Equity Ownership
| As of April 9, 2025 | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Outstanding (32,752,746) |
|---|---|---|---|---|
| R. Scott Huennekens | — | 2,154 | 2,154 | <1% |
- Hedging/Pledging policy: Company prohibits short sales, options, hedging transactions, margin accounts, and pledges by directors, officers, employees, and consultants .
Governance Assessment
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Strengths:
- Independent director with deep med-tech operating and board experience; appointed to Audit Committee, supporting financial oversight and risk management .
- Clear director compensation structure with optional RSUs in lieu of cash; equity awards are time-based and standardized, with transparent vesting and change-in-control treatment .
- No related person transactions disclosed involving Mr. Huennekens; related-party transactions are subject to Audit Committee review under a written policy .
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Watch items:
- Concurrent chairmanships at two public companies (Envista, Hyperfine) increase external commitments; continued monitoring of engagement and attendance is prudent as NPCE’s Board holds quarterly executive sessions and active committee work .
- Equity ownership at NPCE is currently de minimis (<1%); while hedging/pledging is prohibited, ongoing tracking of ownership growth and use of RSU-in-lieu elections can signal alignment trends .
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Process quality indicators:
- Compensation Committee uses independent consultants (Compensia previously; Alpine currently) and assessed no conflicts of interest; committee oversees director compensation policies .
- Audit Committee composition meets Nasdaq and SEC independence criteria; includes a designated financial expert (Rakhi Kumar), with cyber/data/privacy oversight and related-person transaction reviews .
No director-specific employment contracts apply; directors are covered by Company indemnification under Delaware law and Company Bylaws .