Renee Ryan
About Renee Ryan
Renee Ryan, age 55, has served as an independent director of NeuroPace (NPCE) since 2013. She is Founder and CEO of PinPrint, Inc., advises multiple medtech companies, and previously was CEO of Cala Health; earlier roles include Vice President, Investments at J&J Development Corp. and Managing Director at Robert W. Baird. Her background combines operating leadership and medtech investing, aligning with NPCE’s device-centric strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cala Health, Inc. | Chief Executive Officer | Aug 2019 – Aug 2023 | Led medtech company operations and strategy |
| Johnson & Johnson Development Corp. | Vice President, Investments | 2011 – Aug 2019 | Venture investing for J&J; sourcing and governance exposure |
| Robert W. Baird & Co. | Managing Director | 2008 – 2011 | Financial services/private equity leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PinPrint, Inc. | Founder & CEO | Current | Drug-delivery company |
| RefleXion Medical, Inc. (private) | Director | Since Jan 2021 | Private medical device company board |
| Strategic advisor to medtech companies | Advisor | Current | Multiple companies (not individually named) |
Board Governance
- Independence: The Board affirmatively determined Ms. Ryan is “independent” under Nasdaq listing standards .
- Committees: Audit Committee member; Compensation Committee member; not a chair of either .
- Attendance: Board met 9 times in 2024; each director (other than a January 2025 appointee) attended at least 75% of applicable meetings—this includes Ms. Ryan .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled quarterly board meeting .
- Committee activity in 2024: Audit (4 meetings), Compensation (4), Nominating & Corporate Governance (4) .
- Risk oversight: Audit oversees financial reporting, cybersecurity/data privacy, and related person transactions; Compensation oversees compensation risk; Nominating oversees governance and board composition .
Fixed Compensation
| Component | Amount (USD) | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $57,500 | FY2024 director fees |
| Policy reference (for context) | Board retainer: $40,000; Audit (non‑chair): $10,000; Compensation (non‑chair): $7,500 | Structure per Non‑Employee Director Compensation Policy |
| Implied composition | $40,000 + $10,000 + $7,500 = $57,500 | Aligned with committee memberships and policy |
- Some directors elected to take RSUs in lieu of cash; Ms. Ryan is not listed among those electing RSUs for 2024 (indicating she took cash) .
Performance Compensation
| Award Type | Grant/Valuation | Vesting Terms | Change-in-Control Treatment | Notes |
|---|---|---|---|---|
| Annual Director Stock Options | $77,159 (aggregate grant date fair value, FY2024) | Annual director option grants vest upon the earlier of one year from grant or immediately prior to next annual meeting; exercise price equals FMV on grant date | All outstanding non-employee director options vest upon a change in control, subject to service through the date | 2024 director option compensation for Ms. Ryan |
| Options Held (as of 12/31/2024) | 85,105 options outstanding | See above for schedule policy; specific grant-by-grant details not itemized in proxy for directors | As above | Aggregate holdings snapshot |
Policy detail: New non-employee director initial option sized at $185,000/FM V; annual option sized at $115,000/FMV; both priced at FMV on grant date .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| RefleXion Medical, Inc. | Private | Director | No NPCE-related transaction disclosed |
| PinPrint, Inc. | Private | Founder & CEO | No NPCE-related transaction disclosed |
- No current public company directorships for Ms. Ryan are disclosed in the 2025 proxy .
- Related-party transactions: The proxy discloses a repurchase from a >10% stockholder (KCK) in Feb 2025; no transactions involving Ms. Ryan are disclosed .
Expertise & Qualifications
- Leadership in medtech as CEO (Cala Health; PinPrint) and venture investing (J&J Development Corp.), plus financial services background (Baird) .
- Governance-relevant expertise: Audit Committee service (financial reporting/cyber oversight) and Compensation Committee service (executive pay oversight) .
- Independence and long tenure (on board since 2013) provide historical context with independent judgment .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Renee Ryan | 41,170 | 85,105 | 126,275 | <1% (out of 32,752,746 shares) |
- Company hedging/pledging policy: Prohibits short sales, options transactions, hedging, margin, and pledging by directors and others, supporting alignment and risk control .
- Director stock ownership guidelines: Not specified in the proxy; however, directors may elect stock (RSUs) in lieu of cash retainers to increase equity exposure .
Governance Assessment
- Board effectiveness and independence: Ms. Ryan is independent, serves on two key committees (Audit and Compensation), and met the disclosed 75%+ attendance threshold—supportive of investor confidence in oversight rigor .
- Compensation alignment: 2024 director pay split of cash ($57.5k) and equity options ($77.2k fair value) is typical for medtech small/mid-cap peers; policy allows equity in lieu of cash, though Ms. Ryan opted for cash in 2024, while several peers elected RSUs .
- Conflicts/related-party exposure: No related-party transactions or pledging/hedging by Ms. Ryan disclosed; Audit Committee (where she serves) reviews related person transactions, a mitigating control .
- Shareholder-aligned safeguards: Company-wide clawback policy adopted in Oct 2023 and strong insider trading restrictions are positive governance signals .
- Signal to monitor: Given her active operating role at PinPrint and advisory work across medtech, continue monitoring future related-party disclosures for any commercial overlap; none are disclosed as of the 2025 proxy .