Kevin Danahy
About Kevin Danahy
Kevin P. Danahy (age 53) is Chief Commercial Officer at Pulse Biosciences (PLSE). He joined PLSE on February 9, 2022 as CCO, served as CEO from September 2022 to May 2024, and returned to CCO thereafter . He holds an M.S. from Tufts University and has 20+ years in commercial leadership at medtech firms (Zimmer Biomet, Intuitive Surgical, Medtronic, J&J) . Company compensation disclosure indicates executive pay is tied to product development milestones, not financial metrics; PLSE’s “pay vs performance” table shows 2024 TSR value at $72.97 (from a $100 base at 12/31/2020) and net loss of $(53.6) million, underscoring limited direct linkage to financial outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pulse Biosciences | Chief Commercial Officer | Feb 2022–Sep 2022; May 2024–present | Leads commercialization of nano-PFA devices; served as PEO with CTO interim post-Barrett departure . |
| Pulse Biosciences | Chief Executive Officer | Sep 2022–May 2024 | Led company during pivot; 2023 corporate objectives achieved 100% (bonuses paid in full) . |
| Solmetex | President | Jan 2019–Feb 2022 | Ran dental environmental products business . |
| Zimmer Biomet | VP Global Emerging Tech & Specialty Sales | Aug 2017–Jan 2019 | Led global launch of bionic surgical arm technology . |
| Intuitive Surgical | Senior Director (Sales leadership training) | Pre-2017 (dates not disclosed) | Transformed sales leadership training . |
| Medtronic; Johnson & Johnson | Commercial leadership roles | Early career (dates not disclosed) | Foundational commercial leadership roles . |
External Roles
- No current public company board roles disclosed for Danahy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 433,333 | 512,500 |
| Target Bonus (% of Salary) | 70% (as amended employment terms) | 70% |
| Actual Cash Bonus ($) | 399,973 (2023 prepayment, paid in 2024) | 102,473 |
| All Other Compensation ($) | 1,420 | 1,437 |
Notes:
- 2024 corporate objective achievement was 88.88% (applied to employee bonus targets) .
- 2023 corporate objectives achieved 100% (bonuses paid in full) .
Performance Compensation
Annual Incentive (Cash)
| Year | Metric Framework | Target | Actual/Payout |
|---|---|---|---|
| 2024 | Company corporate objectives | Payout target = 70% of base salary | Payout factor 88.88% of target pool (companywide); Danahy bonus $102,473 . |
| 2023 | Company corporate objectives | Payout target = 70% of base salary | Objectives achieved 100%; $300,000 bonus prepayment included in 2023 . |
Disclosure notes: Company states it does not link NEO pay to financial metrics like revenue/TSR; significant pay ties to product milestones .
Equity Awards (Options) – Outstanding as of 12/31/2024
| Grant Date | Shares (Exercisable) | Shares (Unexercisable/Unearned) | Exercise Price | Expiry | Vesting Terms (Summary) |
|---|---|---|---|---|---|
| 02/14/2022 | 25,000 | 75,000 | $6.41 | 02/14/2032 | Time-based (Danahy Start Date Option components) . |
| 02/14/2022 | 50,000 | — | $6.41 | 02/14/2032 | Performance-based; portion achieved . |
| 02/14/2022 | — | 50,000 | $6.41 | 02/14/2032 | Performance-based; no criteria achieved . |
| 09/23/2022 | 112,500 | 337,500 | $1.53 | 09/23/2032 | Time-based installments (CEO Option components) . |
| 04/29/2023 | — | 500,000 | $6.44 | 04/29/2033 | Performance-based; no criteria achieved . |
| 07/12/2023 | — | 200,000 | $7.08 | 07/12/2033 | Performance-based; no criteria achieved . |
| 11/01/2023 | — | 460,000 | $4.38 | 11/01/2033 | Auto-vests in full on earlier of 6-year anniversary or 1-year post-Change in Control (with financing exception) . |
Employment agreement vesting frameworks:
- Danahy Start Date Option (300,000): blends time-based and performance-based tranches with multi-year anniversaries tied to Start Date (2/9/2022) .
- Danahy CEO Option (450,000): time-based vesting in equal annual installments over 4 years from 9/20/2022 .
Clawback: PLSE adopted an incentive compensation clawback policy in 2023 (Dodd-Frank 10D compliant) .
Equity Ownership & Alignment
| As of (Record Date) | Shares Owned | Right to Acquire (60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Oct 22, 2025 | 43,362 | 488,150 | 531,512 | <1% (asterisk denoted in proxy) |
Additional alignment indicators:
- Participated in July 2024 rights offering (received common and warrants), indicating personal capital at risk alongside shareholders .
- Insider Trading Policy permits pre-cleared Rule 10b5-1 plans; exceptions outlined for option exercises and “sell-to-cover” tax transactions (policy attached to PLSE’s 10-K/A) . The proxy does not disclose any pledge of PLSE shares by Danahy in the security ownership table .
Employment Terms
- Current role and pay: Chief Commercial Officer; base salary $525,000; target bonus 70% of base salary .
- Equity acceleration and severance:
- Termination without cause / resign for good reason (no CoC): salary continuation for 3 months; 12 months of would-be equity vesting accelerates; COBRA premium reimbursement during severance window .
- Double-trigger on Change of Control (within 12 months post-CoC): 12 months salary continuation; 100% of unvested equity fully vests; COBRA benefits as above .
- 280G/4999: “Best net” cutback to maximize after-tax benefits (no excise tax gross-up) .
- Standard inventions assignment, confidentiality, non-compete, and indemnification agreements executed .
Compensation Structure Analysis
- Mix shift: Option grant value declined from $5.03M in 2023 to $0 in 2024; 2024 pay was predominantly cash (salary + modest bonus) while large 2023 equity grants remain largely unearned/unvested .
- Performance tilt: Company emphasizes milestone-based product development over financial metrics for incentive alignment; the Compensation Committee explicitly notes no linkage to financial performance measures in PVP (a risk for pay-for-performance optics) .
- Retention design: Significant option tranches feature long-dated, time-based components and “auto-vest at 6 years” or CoC-accelerated terms, which can reduce near-term selling pressure but create a potential vesting overhang in out-years .
Related Party & Governance Context (select items)
- Majority shareholder: Robert W. Duggan beneficially owns ~72.1% of PLSE (control implications for change-of-control outcomes and comp governance) .
- Independent consultant: Compensation Committee engaged Compensia in 2023–2024 for peer benchmarking and plan design inputs .
Investment Implications
- Alignment and upside: Danahy’s meaningful unvested option overhang (notably performance-based and long-duration tranches) aligns incentives to product milestones and potential market cap/revenue thresholds; “auto-vest after 6 years” mitigates immediate exercise pressure .
- Retention and CoC economics: Double-trigger equity acceleration plus 12 months salary upon CoC termination creates sale-event leverage; outside CoC, severance is modest (3 months), supporting retention discipline .
- Pay-for-performance risk: Limited linkage to financial metrics and a heavy reliance on milestone-based equity (with many awards not yet earned) raise execution risk if product milestones or scale targets slip; 2024 bonuses paid at 88.88% of target despite ongoing net losses underscores potential misalignment optics .
- Ownership signal: Sub-1% direct beneficial stake and participation in the 2024 rights offering (warrants) show some skin-in-the-game but limited ownership percentage relative to outstanding shares; no disclosed pledging reduces hedging/pledging alignment risk .