Darrin Uecker
About Darrin Uecker
Darrin R. Uecker is Chief Technology Officer (since September 2022) and a director of Pulse Biosciences; he previously served seven years as CEO and led development and launch of the CellFX System. He holds an M.S. in Electrical & Computer Engineering from UC Santa Barbara and has over 25 years of medical device experience; age 59 as of December 31, 2024 . Performance context: Company TSR grew from $11.61 to $72.97 (value of $100 invested) between 2022–2024, while net losses persisted; management states executive pay is linked to product development milestones rather than financials .
Company performance snapshot
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues (USD) | N/A* | $1,418,000 | $700,000 | N/A* | N/A* |
| EBITDA (USD) | $(48,870,000)* | $(61,868,000)* | $(56,702,000)* | $(42,367,000)* | $(55,079,000)* |
| Net Income (USD) | $(49,851,000) | $(63,660,000) | $(58,505,000)* | $(42,210,000)* | $(53,585,000)* |
| TSR ($100 initial) | — | — | $11.61 | $51.30 | $72.97 |
Values with an asterisk were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Progyny, Inc. | President & COO | 2014–2015 | Led development of Eeva™, first automated time-lapse embryo selection system . |
| Gynesonics, Inc. | CEO & President; Director | 2009–2014 | Advanced novel device for uterine fibroid treatment via ultrasound-guided RF ablation . |
| CyperHeart, Inc. | Senior Vice President | 2008–2009 | Developed external beam radiation platform for heart arrhythmias . |
| Conceptus, Inc. | Senior Vice President | 2007–2008 | Executive leadership in women’s health devices . |
| RITA Medical Systems, Inc. | Chief Technology Officer | 2004–2007 | Oncology ablative therapies; technology leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public-company directorships disclosed beyond PLSE . |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base salary (USD) | $433,333 | $512,500 |
| Target bonus (%) | 70% of base (per current terms) | 70% of base |
| Actual bonus (USD) | $399,973 (prepaid; 100% 2023 objectives achieved) | $102,473 (88.88% of target) |
| Other cash comp | — | $1,437 (other) |
Notes:
- Current compensation terms: base salary $525,000; target bonus 70% (at-will) .
- 2023 bonuses were prepaid ($300,000) and later confirmed at 100% of objectives; 2024 bonuses paid at 88.88% of target in early 2025 .
Performance Compensation (Equity)
| Award type | Grant size | Strike | Grant date | Expiration | Vesting/milestones | Status at 12/31/2024 |
|---|---|---|---|---|---|---|
| Stock options (time-vested) | 281,534 | $4.00 | 9/08/2015 | 9/20/2025 | Hire grants; fully vested; expiring in 2025 | Exercisable |
| Stock options (time-vested) | 195,000 | $30.99 | 6/07/2017 | 6/07/2027 | Hire/IPO-related grants | Exercisable |
| Stock options (time-vested) | 187,286 | $30.99 | 6/07/2017 | 6/07/2027 | IPO option replacement; fully vested | Exercisable |
| Stock options (performance-based) | 27,375 | $24.03 | 3/22/2021 | 3/22/2031 | Performance criteria partly achieved | Partly unearned |
| Stock options (time-vested) | 37,500 | $10.66 | 5/18/2020 | 5/18/2030 | Fully vested | Exercisable |
| Stock options (performance-based) | 500,000 | $6.44 | 4/29/2023 | 4/29/2033 | Performance-based; no criteria achieved | Unvested |
| Stock options (performance-based) | 200,000 | $7.08 | 7/12/2023 | 7/12/2033 | Performance-based; no criteria achieved | Unvested |
| Stock options (special vesting) | 330,000 | $4.38 | 11/01/2023 | 11/01/2033 | Full vest at 6-year anniversary or 1-year post Change in Control (unless financing-only CoC) | Unvested |
Program design:
- Company explicitly does not link executive pay to financial metrics; significant equity tied to product milestones .
- Clawback policy adopted in 2023 per SEC Rule 10D; recovery of erroneously awarded incentive compensation upon restatement .
Equity Ownership & Alignment
| As-of date | Shares owned | Right to acquire (60 days) | Total beneficial | % of class |
|---|---|---|---|---|
| 3/31/2025 | 152,872 | 756,070 | 908,942 | 1.3% |
| 8/25/2025 | 122,872 | 474,536 | 597,408 | <1% |
| 10/22/2025 | 284,618 | 474,536 | 759,154 | 1.1% |
Insider trading activity (Q3 2025):
- Adopted a Rule 10b5‑1 plan on June 12, 2025 to exercise expiring options and sell up to 120,000 shares between Sept 11–20, 2025, subject to price thresholds .
- Executed option exercises at $4.00 and sales:
- Sept 11–15, 2025: exercised multiple 25,000-share tranches; sold an aggregate 75,000 shares at weighted average prices ~$14.41–$15.14 .
- Sept 16–17, 2025: exercised additional options; sold 45,000 shares at weighted average ~$16.21–$16.28; reported end-transaction ownership consistent with subsequent beneficial tables .
Policies:
- Insider trading policy in place (filed as Exhibit 19.1 to 10-K/A); company utilizes blackout periods and standard practices for equity grants .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment status | At-will; current role CTO since September 2022; original employment agreement dated Sept 8, 2015; amended Oct 5, 2016 and Sept 20, 2022 . |
| Current base salary | $525,000; eligible for 70% target bonus (subject to objectives) . |
| Severance (non-CoC) | 3 months of base salary; 12 months of forward vesting acceleration; COBRA coverage as specified . |
| Severance (within 12 months after CoC) | 12 months of base salary; 100% acceleration of unvested equity; COBRA . |
| Good reason / cause | Defined (felony/fraud, gross misconduct, unauthorized disclosure, willful breach, failure to perform; material diminution, pay cut >10%, relocation >50 miles; cure periods) . |
| 280G excise provision | “Best after-tax result” cutback (no gross-up) . |
| IP/non-compete | Standard inventions assignment, confidentiality and non-competition; standard indemnification agreement . |
Historical grant mechanics (legacy):
- IPO option replacement structure described; change-in-control could single-trigger vest legacy Start Date/IPO options (historical terms), while current plan generally requires termination within 12 months for full equity acceleration .
Board Governance
- Board service: Director since September 2015; employee director (not independent under Nasdaq rules) .
- Committee roles: Not listed on Audit, Compensation, Nominating, or Strategic Advisory Committees; employee directors are not paid separate director compensation .
- Attendance: 2024 Board held five meetings; all directors attended at least 75% of meetings/committee assignments .
- Board leadership: Co-Chairmen are CEO Paul LaViolette and majority shareholder Robert Duggan; Lead Independent Director is Manmeet Soni .
- Governance risk note: As of Jan 9, 2025, Audit Committee had only two independent members (below Nasdaq’s minimum of three); company is working to regain compliance within cure period .
Director Compensation (context)
- Non-employee director compensation increased in August 2024 (annual retainer $55,000, committee retainers, chair fees; optional cash-to-option conversion), plus annual option grants; employee directors like Uecker receive no additional director pay .
Compensation Structure Analysis
- Mix shift: Uecker’s FY2023 compensation was equity-heavy (option awards $4.56M grant-date fair value), whereas FY2024 had no new equity awards and primarily cash (salary + bonus ~$615k), indicating reduced near-term equity issuance and reliance on prior performance-based grants .
- Incentive calibration: 2023 corporate objectives paid at 100%; 2024 paid at 88.88% of target; company states no linkage to revenue/TSR, focusing on development milestones .
- Equity award features: Large 2023 performance-based grants (700,000 options total at $6.44/$7.08) with no performance criteria achieved as of year-end 2024; a 330,000 option features special vesting (6 years or post-CoC), which can accelerate under change-in-control scenarios .
- Clawback & cutback: 2023 clawback policy and 280G cutback (no tax gross-ups) are shareholder-friendly features .
Say‑on‑Pay & Peer Group
- Say‑on‑pay approval: In 2022, stockholders approved NEO compensation (18,144,288 for; 318,393 against; 39,944 abstain) and selected triennial frequency for advisory votes .
- Peer benchmarking: Compensation Committee engaged Compensia in 2023–2024 to review peer group and compensation competitiveness; updated peer group and program design .
Investment Implications
- Alignment: Significant skin-in-the-game via legacy options and recent exercises/sales; end-2025 beneficial ownership ~1.1%, with sizable unvested performance grants that align with product milestones rather than near-term financials .
- Insider selling pressure: September 2025 selling under a Rule 10b5‑1 plan coincided with expiry of $4.00 options; sales were price‑threshold driven, suggesting mechanical rather than discretionary selling, but represent supply into strength .
- Retention risk: Severance provides 3 months’ salary (12 months upon CoC) and 12 months’ vest acceleration (full upon CoC termination), balancing retention with downside protection; absence of cash gross‑ups reduces shareholder risk .
- Governance: Dual role (CTO + director) implies non‑independence; Board leadership concentration with majority shareholder as Co‑Chair; temporary Audit Committee noncompliance is a governance watch‑item until cured .
- Financial backdrop: Continued net losses and limited reported revenues underscore execution dependence on product milestones; pay design consistent with milestone orientation rather than profitability metrics .