Eric Fain
About Eric S. Fain, M.D.
Eric S. Fain, M.D., age 64, is an independent Class III director of Orchestra BioMed (OBIO) serving since 2023; he is the Lead Independent Director and chairs the Compensation Committee, and is also a member of the Nominating & Corporate Governance Committee . He has served as President & CEO of Procyrion, Inc. since July 2018, and previously held senior leadership roles at St. Jude Medical and Abbott Laboratories; he holds an M.D. from Stanford and a Sc.B. in applied math/biology from Brown University . His current board term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abbott Laboratories | Group President, Cardiovascular & Neuromodulation | Jan 2017 – Jul 2017 | Led global sales, marketing, R&D, clinical/regulatory across portfolio |
| St. Jude Medical (acquired by Abbott) | Group President (from Jan 2015); previously President, Implantable Electronic Systems Division (2012); President, Cardiac Rhythm Management (2007); EVP Development & Clinical/Reg (2005); SVP Clinical/Reg (1998) | 1997 – 2017 | Portfolio leadership; clinical/regulated product oversight |
| Ventritex, Inc. | Early career (joined 1987; acquired by St. Jude) | 1987 – 1997 | Systems development; transition into St. Jude leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Procyrion, Inc. (private) | President & CEO | Jul 2018 – Present | Clinical-stage device company; congestive heart failure focus |
Board Governance
- Independence and roles
- Determined independent under Nasdaq rules; serves as Lead Independent Director .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Attendance and engagement
- In FY2024, the Board held 7 meetings (6 written consents); every director attended at least 75% of Board and committee meetings; independent directors meet in executive session after each regular Board meeting .
- Compensation Committee held 5 meetings and 7 written consents in FY2024; Nominating & Corporate Governance Committee met 2 times and acted by written consent 4 times .
- Structure
- Board has 8 directors; majority independent; staggered classes; Fain is in Class III (term ends 2026) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (Lead Independent Director) | 75,000 | Standard cash compensation |
| Compensation Committee Chair fee | 15,000 | Cash |
| Nominating & Corporate Governance Committee member fee | 5,000 | Cash |
| Total cash fees received in 2024 | 95,000 | Matches policy math (Lead + Chair + Committee member) |
Performance Compensation
- Policy and structure
- Annual equity to non-employee directors: Nonstatutory Stock Options (NSO) with grant-date fair value $85,000 and RSUs with grant-date fair value $40,000; annual awards vest on the earlier of one year after grant or next annual meeting; full vest on death, disability, or change in control; appointment grants vest in three equal annual installments; annual maximum total compensation $500,000 ($750,000 for Lead Independent Director) .
- 2024 awards to Dr. Fain
- Option awards: $84,999 grant-date fair value (FASB ASC 718) .
- Stock awards (RSUs): $39,997 grant-date fair value .
- Outstanding as of 12/31/2024: options covering 83,393 shares; 5,376 RSUs .
- Vesting terms (policy)
- Annual awards: single installment by earlier of one year or following annual meeting; full acceleration upon change in control, death, or disability .
Governance note: Director equity features single-trigger change-in-control vesting, which some investors view as less aligned than double-trigger acceleration .
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Fain .
- Compensation Committee interlocks: None; no officer-director interlocks disclosed for the company in FY2024 .
Expertise & Qualifications
- Deep senior leadership experience in medical devices (Abbott/St. Jude), including oversight of global commercial, R&D, clinical and regulatory functions; medical training (M.D.) and transaction structuring experience cited by the Board as qualifications .
Equity Ownership
| Measure | Amount | Detail/Source |
|---|---|---|
| Total beneficial ownership | 128,265 shares | Includes trust holdings, options and RSUs within 60 days |
| Ownership as % of outstanding | <1% | Based on 38,312,512 shares outstanding as of Apr 28, 2025 |
| Common shares (trust/direct) | 41,434 | Held by Fain Living Trust |
| Options exercisable within 60 days | 81,455 | Beneficial for ownership calculation |
| RSUs vesting within 60 days | 5,376 | Beneficial for ownership calculation |
- Pledging/hedging: Company insider trading policy includes anti-hedging provisions and prohibits short sales; no specific disclosure regarding share pledging by directors .
Related-Party and Conflict Checks
- Prior consulting: Served as strategic advisor and consultant to BackBeat (now a wholly-owned subsidiary) from Oct 2017–Nov 2018 before joining the Legacy Orchestra board in 2018 .
- Investments in prior financings (pre-merger): Fain Living Trust purchased 1,300 shares of Series B-1 and 20,322 shares of Series D-1 preferred stock (aggregate $114,000) as an investor; these securities converted into common prior to the business combination .
- Independence determination: Despite prior involvement and investments, the Board determined Dr. Fain is independent under Nasdaq rules; he is Lead Independent Director .
- Large holder relationships: Medtronic is a significant shareholder and commercial partner; no disclosed direct tie between Dr. Fain and Medtronic; his prior employer was Abbott .
Governance Assessment
- Strengths
- Independent leadership: Lead Independent Director with active committee leadership (Compensation Chair), and majority-independent board structure .
- Engagement: Board and committee activity robust; directors met the 75% attendance threshold; Compensation Committee was active (5 meetings; 7 written consents) .
- Pay alignment: Director pay mix includes material equity grants (options and RSUs), aligning incentives with shareholders; cash retainer appropriately scaled for leadership roles .
- Process rigor: Compensation Committee retained FW Cook and found no consultant conflicts of interest .
- Interlocks: None disclosed, reducing risk of reciprocity concerns in executive/director pay .
- Watch items / potential red flags
- Single-trigger vesting of director equity upon change in control can be viewed as shareholder-unfriendly versus double-trigger structures .
- Anti-hedging policy is clear, but no explicit company-wide anti-pledging disclosure; no pledge by Dr. Fain disclosed (monitor for future pledges) .
- Prior consulting to a subsidiary (BackBeat) and pre-merger investments create historical ties; independence has been affirmatively determined under Nasdaq, but investors may monitor for related-party transactions; none current are disclosed involving Dr. Fain –.