Rakhi Kumar
About Rakhi Kumar
Rakhi Kumar, age 45, has served as an independent director of NeuroPace (NPCE) since 2021. She was Chief Accounting Officer at Roivant Sciences Ltd. from June 2018 through March 2025, after prior roles in finance and external reporting there; earlier roles include external reporting and corporate/technical accounting at The Medicines Company and assurance services at Ernst & Young. She holds an M.S. in Accounting and Taxation from the University of Hartford, is a CPA (U.S.) and Chartered Professional Accountant (Ontario), and serves on the FASB Small Business Advisory Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roivant Sciences Ltd. | Chief Accounting Officer | Jun 2018 – Mar 2025 | Led accounting, financial operations, internal controls |
| Roivant Sciences Ltd. | VP, Finance & External Reporting | Dec 2016 – Jun 2018 | Oversaw external reporting |
| Roivant Sciences Ltd. | Senior Director | Sep 2015 – Dec 2016 | Finance leadership |
| The Medicines Company | External Reporting; Corporate/Technical Accounting | Jun 2013 – Sep 2015 | Reporting and technical accounting responsibilities |
| Ernst & Young | Assurance Services | Earlier career | Audit/assurance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roivant Social Ventures | Director | Since 2018 | Non-profit board service |
| FASB Small Business Advisory Committee | Member | Ongoing | Standard-setting advisory |
Board Governance
| Attribute | Detail |
|---|---|
| Board independence | Board affirmatively determined Ms. Kumar is independent under Nasdaq standards |
| Committee memberships | Audit Committee (Chair); not on Compensation or Nominating in 2024 |
| Audit Chair status | Chair of Audit Committee; designated “audit committee financial expert” |
| Committee independence | Audit Committee members independent under Nasdaq and SEC Rule 10A‑3 |
| Board attendance | Board met 9 times in FY2024; each director (except Huennekens, joined 2025) attended ≥75% of applicable meetings |
| Executive sessions | Independent directors meet in executive session at each regular quarterly board meeting |
| Committee meetings | Audit: 4; Compensation: 4; Nominating: 4 in FY2024 |
| Audit Committee report | Recommended inclusion of audited FY2024 financials in 10‑K; confirmed auditor independence communications |
Fixed Compensation
| Component | Policy / Actual | Amount / Detail |
|---|---|---|
| Board annual retainer | Policy cash fee | $40,000 |
| Audit Committee Chair retainer | Policy cash fee | $20,000 |
| Other committee member retainers | Policy cash fees | Audit $10,000; Compensation $7,500; Nominating $5,000 |
| 2024 fees – Ms. Kumar | Fees earned (paid in RSUs in lieu of cash) | $60,000 |
| RSUs in lieu of cash | Shares granted for 2024 retainer | 6,572 shares (fully vested) |
| Expense reimbursement | Policy | Reasonable board/committee travel reimbursed |
Notes:
- Non-employee directors may elect fully vested stock in lieu of cash retainers, issued quarterly based on closing price on the 21st day of the last month of the quarter .
- For 2024, Ms. Kumar elected RSUs in lieu of the cash fees, receiving 6,572 shares; the “Fees Earned” column reflects the cash-equivalent amount .
Performance Compensation
| Element | Terms | Vesting / Triggers |
|---|---|---|
| Initial director stock option grant | Value equal to $185,000 / FMV at grant; strike = FMV at grant | Vests monthly over 3 years (1/36 per month) |
| Annual director stock option grant | Value equal to $115,000 / FMV at grant; strike = FMV at grant | Vests on earlier of 1-year anniversary or immediately prior to next annual meeting |
| Change-in-control provision | All outstanding non-employee director options | Full vesting upon change in control, subject to continuous service through event |
| 2024 option grant value – Ms. Kumar | ASC 718 grant-date fair value | $77,159 |
| Performance metrics in director pay | Not used | No performance metrics disclosed; director equity is time-based |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Roivant Social Ventures | Non-profit | Director | No NPCE-related transactions disclosed |
| FASB SBAC | Advisory | Member | Standard-setting advisory; not a corporate interlock |
- No related-party transactions involving Ms. Kumar were disclosed; the only reported related-person transaction since 2023 was a February 13, 2025 stock repurchase from KCK Ltd. (a >10% holder) .
Expertise & Qualifications
- Audit committee financial expert designation based on formal education and experience .
- CPA (U.S.), Chartered Professional Accountant (Ontario); M.S. in Accounting & Taxation .
- Deep finance, external reporting, internal controls, and life sciences sector experience .
- Risk oversight exposure (cybersecurity, data privacy, IT risks) through Audit Committee mandate .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable ≤60 Days | Total Beneficial | % of Outstanding | Shares Outstanding Basis |
|---|---|---|---|---|---|
| Rakhi Kumar | 14,154 | 85,105 | 99,259 | <1% | 32,752,746 shares (as of Apr 9, 2025) |
Policy alignment:
- Company Insider Trading Policy prohibits short sales, options, hedging transactions, margin accounts, and pledges of company stock for directors, officers, employees, and consultants, mitigating alignment risks from hedging/pledging .
Governance Assessment
- Independence and financial oversight: Ms. Kumar is an independent director, chairs the Audit Committee, and is designated an audit committee financial expert—strengthening financial reporting oversight and investor confidence .
- Attendance and engagement: Board met nine times in FY2024; directors (excluding a new appointee) attended ≥75%—indicative of baseline engagement; committee structure met quarterly cadence in 2024 .
- Compensation mix and alignment: She elected fully vested RSUs in lieu of cash retainers (6,572 shares), which enhances ownership alignment; director equity is time-based without performance metrics, consistent with market norms for director pay .
- Ownership skin-in-the-game: Beneficial ownership totals 99,259 shares (<1%), including options exercisable within 60 days; while not large as a % of shares outstanding, the RSU election and option grants provide incremental alignment .
- Conflicts and related-party exposure: No related-person transactions involving Ms. Kumar were disclosed; board policies require Audit Committee review/approval of any related-person transactions >$120,000, and independence is re-affirmed annually .
- Policies and risk controls: Prohibitions on hedging/pledging, established clawback policy compliant with Rule 10D‑1, and regular risk oversight (including cybersecurity) via Audit Committee are positive governance signals .
- Compensation oversight quality: The Compensation Committee uses independent consultants (Compensia in early 2024; Alpine currently) and disclosed no conflicts of interest—reducing consultant bias risk .
RED FLAGS and Watch Items:
- Dual responsibilities: Ms. Kumar’s full-time CAO role at Roivant Sciences extended through March 2025; while the Board affirmed her independence, investors may monitor time demands and potential sector adjacency given NPCE’s medtech focus versus Roivant’s biopharma .
- Director equity structure: Director equity is entirely time-based; absence of performance-linked components is typical but offers limited pay‑for‑performance linkage for directors .
Overall, Ms. Kumar’s audit expertise, committee leadership, and adherence to anti‑hedging/pledging policies support board effectiveness and investor confidence; no material conflicts or related‑party exposures were disclosed involving her .